SCHEDULE 14A
(Rule 14A-101)
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 [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
Preliminary Proxy Statement [ ]
Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e) (2) [ ]
Definitive Proxy Statement [X]
Definitive Additional Materials [ ]
Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12
UNITED NATIONAL BANCORP
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(Name of Registrant as Specified In Its Charter)
COMMITTEE TO PRESERVE SHAREHOLDER VALUE
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(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 14 (a)-6(i) (4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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UNITED NATIONAL BANCORP
________________
ANNUAL MEETING OF STOCKHOLDERS
May 20, 2003
___________________
PROXY STATEMENT OF THE UNITED NATIONAL BANCORP COMMITTEE
TO PRESERVE SHAREHOLDER VALUE (THE "COMMITTEE")
[OPPOSES THE BOARD OF
DIRECTORS OF UNITED NATIONAL BANCORP]
This Proxy Statement and GREEN proxy card are being furnished to holders of the
common stock (the "Stockholders"), par value $1.25 per share (the "Common
Stock") of United National Bancorp (the "Company") a New Jersey Corporation, in
connection with the solicitation of proxies (the "Proxy Solicitation") by the
United National Bancorp Committee to Preserve Shareholder Value (the
"Committee"). The Annual Meeting of Stockholders is to be held on May 20, 2003.
Please refer to the Company's proxy statement for the time and location of this
meeting (the "Annual Meeting"). Stockholders who own the Common Stock on April
9, 2003 will be entitled to vote ("Annual Meeting Record Date"). The Company's
principal executive offices are located at 1130 Route 22 East, Bridgewater, New
Jersey 08807-0010.
At the Annual Meeting, the Company will be seeking (i) the election of one
Director for a term of three years or until a successor has been elected and
qualified and (ii) ratification of the appointment of KPMG LLP independent
auditors.
The Committee members own approximately 314,099 shares, which represents 1.65%
of the Company's outstanding Common Stock, as of January 31, 2003, based upon
the Company's Form 10-K filed for the period ending December 31, 2002 and are
soliciting the votes of other Stockholders to elect one Director for a three
year term at this year's Annual Meeting in opposition to the six (6) directors
nominated for election by the Company. The Committee is soliciting your proxy in
support of the election of Harold Schechter (Schechter")(the "Committee
Nominee") to the Company's Board of Directors.
The Committee consists of the Committee Nominee, Seidman and Associates, L.L.C.
("SAL"), a New Jersey Limited Liability Company; Seidman Investment Partnership,
L.P.; ("SIP"), a New Jersey Limited Partnership; Seidman Investment Partnership
II, L.P.("SIP II"), a New Jersey Limited Partnership; Kerrimatt, L.P.
("Kerrimatt"), a New Jersey Limited Partnership; Federal Holdings, LLC
("Federal"), a New York Limited Liability Company; Pollack Investment
Partnership, LP ("PIP"), a New Jersey Limited Partnership, Dennis Pollack
("Pollack"), Theodore Harwick ("Harwick") and Lawrence Seidman("Seidman"). This
Proxy Statement and GREEN proxy card are being first mailed or furnished to
Stockholders on or about April 14, 2003.
The Committee's goal is to preserve shareholder value and it is the opinion of
the Committee that one of the best ways to accomplish this goal is through the
representation of a representative of a significant shareholder on the Board of
Directors. Mr. Seidman requested that the Board be expanded by one (1) and that
a Committee representative be added to the Board. This would have avoided the
need for a time consuming and expensive proxy contest. The Company refused this
request. Through representation on the Board of Directors, the Committee's
Nominee will attempt to persuade the Board of Directors to: (i) accelerate the
Company's share repurchase program; and (ii)retain an investment banker to
determine the value of the Company in a sale versus remaining independent.
Remember, your last dated proxy is the only one that counts, so return the GREEN
card even if you delivered a prior proxy. We urge you not to return any proxy
card sent to you by the Company.
Your vote is important, no matter how many or how few shares you hold. If your
shares are held in the name of a brokerage firm, bank, or nominee, only they can
vote your shares and only upon receipt of your specific instructions.
Accordingly, please return the GREEN proxy card in the envelope provided by your
Bank or Broker or contact the person responsible for your account and give
instructions for such shares to be voted for the Committee Nominee.
If your shares are registered in more than one name, the GREEN proxy card should
be signed by all such persons to ensure that all shares are voted for the
Committee's Nominee.
Please refer to the Company's proxy statement for a full description of
management's proposals, the securities ownership of the Company, the share vote
required to ratify each proposal, information about the Company's Officers and
Directors, including compensation, information about the ratification of the
appointment of KPMG, LLP, as independent auditors and the date by which
Stockholders must submit proposals for inclusion at the next Annual Meeting.
Holders of record of shares of Common Stock on the Annual Meeting Record Date
are urged to submit a proxy even if such shares have been sold after that date.
The number of shares of Common Stock outstanding as of the Annual Meeting Record
Date is disclosed in the Company's proxy statement. Each share of Common Stock
is entitled to one vote at the Annual Meeting.
If you have any questions or need assistance in voting your shares, please call:
D. F. King & Co.
Att: Richard Grubaugh
48 Wall Street
New York, New York 10005
(Call Toll Free (800) 859-8508)
THE COMMITTEE'S GOAL:
OUR GOAL IS TO MAXIMIZE THE VALUE
OF THE COMPANY'S STOCK FOR ALL
SHAREHOLDERS
The Committee believes its fellow Shareholders have the same goal: to maximize
the value of the Company's stock they purchased. The Committee believes that the
Company should immediately retain an investment banker to analyze the Company's
value in a sale versus remaining independent to assist the Company's Board in
reaching an informed decision on how to maximize shareholder value. An
investment banking firm will be able to provide the Board with invaluable
statistical and market data that the Company could not obtain on their own. This
information should assist the Board in making an informed financial decision.
In addition, the investment banker will also be asked to evaluate whether the
Company can make in-market acquisitions that are accretive (acquisitions that
will add to the earnings per share of the Company within one year) and hopefully
suggest ways to improve the Company efficiency ratio.
If the Company cannot grow through accretive acquisitions, the goal to maximize
value can be accomplished most effectively by selling or merging the Company.
The only way the Committee can be assured that its proposals receive appropriate
consideration is through Board representation. The Committee has urged
management to pursue acquisition/merger discussions with potentially interested
banks so the Company could properly compare the economic benefits of an
acquisition of other financial institutions to a sale of the Company.
No guarantee, or assurance, can be given that the Committee's proposals will
result in a maximization of shareholder value. It is simply, and solely, the
Committee's opinion that these proposals are likely to produce positive results
for all shareholders.
SEIDMAN'S MEETING WITH THOMAS
GREGOR AND RANDY GERLEIT
On or about September 11, 2002, Mr. Seidman had lunch with Thomas Gregor,
Chairman and Chief Executive Officer of the Company and United Trust Bank (the
"Association"), the wholly owned principal banking subsidiary of the Company,
Randy Gerleit, President and Chief Operating Officer of the Association and one
outside third party. In addition to other matters discussed, Mr. Seidman
requested that the Board be enlarged by one seat and that he be added to the
Board. This suggestion would not require any present Board member to be removed.
Based upon the Certificate of Incorporation and By-Laws of the Company, the
addition of one seat to the Board would not require an amendment to either
document. Based upon the By-Laws the number of directors shall be fixed
exclusively by the Board pursuant to a resolution of the Board adopted by the
affirmative vote of at least two-thirds of the entire Board.
Mr. Gregor told Mr. Seidman that it was his desire to reduce the size of the
Board, not increase the number of Directors, therefore Mr. Gregor rejected Mr.
Seidman's request.
SEIDMAN'S DECEMBER 16, 2002
LETTER TO MR. GREGOR
On December 16, 2002 Mr. Seidman sent a letter to Mr. Gregor (i) objecting to
the Company's amendment of its By-Laws to prohibit Mr. Seidman from being a
director; (ii) objecting to Mr. Gregor's intention to grow the Company from a $3
billion to an approximately $5 billion institution over the next 2 to 3 years;
and (iii) comparing the Company's performance to several high performing
financial institutions. Mr. Seidman also stated in the letter that if the
Company was not capable of achieving an after-tax 15% return on equity, it
should be sold to maximize shareholder value. Moreover, Mr. Seidman pointed out
that independence is earned through "exemplary performance" not "excuses". Mr.
Seidman did not receive a response to his letter. (A copy of the letter is
available upon request.)
THE PRICE RECEIVED BY ALL NEW JERSEY BANKS AND
THRIFTS IN THE LAST TWO CALENDAR YEARS COMPARED TO
THE COMPANY'S FINANCIAL RESULTS
The Company's stock, based upon its closing price of $24.09 on March 23, 2003,
is trading at 1.73 times its December 31, 2002 approximate $13.93 book value and
19.27 times its twelve month December 31, 2002 diluted earnings per share of
$1.24.The Company's return on equity for calendar year 2002 was 10.07%. In the
opinion of the Committee, unless the Company can do an accretive acquisition, or
significantly increase its earnings per share and return on equity, a sale of
the Company at this time may be more economically beneficial than the Company
remaining an independent financial institution. These facts are supported by the
following chart, which reflects the mean and median price to book value, price
to last twelve months earnings multiple and deposit premium paid for New Jersey
banks and thrifts acquired in 2001 and 2002.
NEW JERSEY MERGER ACTIVITY 2001 IN EXCESS OF $25 MILLION DEAL VALUE
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PRICE/ PRICE/ FRANCHISE
ACQUIROR/ ANNOUNCE BOOK LTM PRICE/ PREMIUM/
TARGET DATE VALUE EARNINGS DEPOSIT CORE
(X) (1)(3) DEPOSITS
(2)(3)
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BANKS
1.United National Bancorp/ 11/19/01 252.10 19.56 25.77 17.27
Vista Bancorp Inc.
MEAN 252.10 19.56 25.77 17.27
MEDIAN 252.10 19.56 25.77 17.27
THRIFTS NONE
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Therefore, if the Company shareholders were paid what the Company paid to
purchase Vista Bancorp, Inc., the shareholders would receive a significant
premium over the Company's present stock price.
NEW JERSEY MERGER ACTIVITY 2002 IN EXCESS OF $25 MILLION DEAL VALUE
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PRICE/ PRICE/ FRANCHISE
ANNOUNCE DEAL BOOK LTM (1)PRICE/ PREMIUM/
DATE VALUE VALUE ARNINGS DEPOSIT CORE
($M) (x) (1)(3) DEPOSITS
(2)(3)
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BANKS
1.Interchange Financial Serv./11/18/02 87.3 303.7 21.2 35.92 26.4
Bridge View Bancorp
MEAN 87.3 303.7 21.2 35.92 26.4
MEDIAN 87.3 303.7 21.2 35.92 26.4
THRIFTS
1.Kearny, MHC/ 1/10/02 27.5 253.3 NM 23.6
Pulaski Bancorp Inc. (MHC)
2.Kearny, MHC/ 9/11/02 72.2 334.6 52.4 60.8
West Essex Bancorp (MHC)
3.NSB Holding Corp/ 5/16/02 34.5 276.6 NM 25.2
Liberty Bancorp Inc.(MHC)
MEAN 44.8 288.2 52.4 36.5
MEDIAN 34.6 276.6 52.4 25.2
Based upon the bank 2001 mean and median valuations, shown above, the Company
based upon an approximate $13.93 book value, $1.24 diluted earnings per share
and $2.1 billion in total deposits and 2.0 core deposits for the Calendar Year
2002, is worth the following per share dollar amounts:
Price/ Franchise Premium/
Book Value LTM Earning Deposit Core Deposits
(1)(3) (2)(3)
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MEAN 35.11 24.25 28.81 25.66
MEDIAN 35.11 24.25 28.81 25.66
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Based upon the bank 2002 mean and median valuations, the Company based upon an
approximate $13.93 book value, $1.24 diluted earnings per share and $2.1 billion
in deposits for the Calendar Year 2002, is worth the following per share dollar
amounts:
Price/ Franchise Premium/
Book Value LTM Earning Deposit Core Deposits
(1)(3) (2)(3)
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MEAN 42.30 26.29 39.87 34.78
MEDIAN 42.30 26.29 39.87 34.78
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(1)PRICE/DEPOSIT - Deal Value as a percentage of the Entity Sold's total
deposits. If the Buyer acquires less than 100% of the Entity Sold's Equity, the
denominator of the ratio is multiplied by the percent acquired.
DEAL VALUE -- Aggregate price paid for the equity of the Entity Sold in the
transaction, as of the event in question. Where available, Deal Value is
calculated as the number of fully diluted shares outstanding, less the number of
shares excluded from the transaction, multilplied by the deal value per share,
less the number of "in the money" options/warrants/stock appreciation rights
times the weighted average strike price of the options/warrants/stock
appreciation rights. Deal Value excludes debt assumed and employee retention
pools.
(2)FRANCHISE PREMIUM/CORE DEPOSITS - (Deal Value - Entity Sold's Tangible
Book)/Entity Sold's Core Deposits.
CORE DEPOSITS - Federally insured Bank deposits, excluding accounts with
balances over $100,000 and brokered deposits.
TANGIBLE EQUITY - Total Equity less Total Intangible Assets.
(3) The The source for the above ratios and definitions is SNL Financial.
The analysis set forth above is based upon the assumption that United's total
deposits and core deposits as of Decemenber 31, 2002 were $2,153,408 and
$1,982,675 respectively. In addition, the Committe utilized the definitions
noted above.
There can be no assurance or guarantee that the Company would receive a price
equal to or greater than the mean or median ratio stated above.
COMPANY FINANCIAL RETURN VS. NEW YORK AND NEW JERSEY FINANCIAL INSTITUTIONS
The below chart shows the return on equity, return on assets, net interest
margin for the December 31, 2002 quarter and 2002 calender year for the Company
in comparison to the New York and New Jersey financial institutions with assets
between $1 - $10 billion. The chart clearly shows that the Company's financial
performance is below par in comparison to these peers.
ALL NEW JERSEY COMMERCIAL BANKS WITH ASSETS FROM $1-$10 BILLION
2002 4Q02
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Return Return Net Net
On On Interest Interest
Equity Assets Margin Margin
2002 Y 2002 Y 2002 Y 12/02 Q
Company Name Ticker State (%) (%) (%) (%)
Hudson United Bancorp HU NJ 18.57 1.05 4.65 4.57
Lakeland Bancorp, Inc. LBAI NJ 10.61 0.84 4.69 4.68
Sun Bancorp, Inc. SNBC NJ 6.43 0.42 3.44 3.38
Trust Company of NJ (The) TCNJ NJ NA NA NA NA
Valley National Bancorp VLY NJ 22.84 1.74 4.51 4.39
Yardville National Bancorp YANB NJ 11.52 0.57 2.36 2.33
Average 13.99 0.92 3.93 3.87
Median 11.52 0.84 4.51 4.39
UNITED NATIONAL BANCORP UNBJ NJ 10.07 0.86 4.02 4.00
ALL NEW YORK COMMERCIAL BANKS WITH ASSETS FROM $1-$10 BILLION
2002 4Q02
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Return Return Net Net
On On Interest Interest
Equity Assets Margin Margin
2002 Y 2002 Y 2002 Y 12/02 Q
Company Name Ticker State (%) (%) (%) (%)
Arrow Financial Corporation AROW NY 19.24 1.53 4.50 4.30
BSB Bancorp, Inc. BSBN NY -1.16 -0.09 3.92 3.86
Community Bank System, Inc. CBU NY 12.64 1.10 4.63 4.87
Financial Institutions, Inc. FISI NY 15.97 1.34 4.37 4.21
Hudson Valley Holding Corp. HUVL NY NA NA NA NA
NBT Bancorp, Inc. NBTB NY 16.15 1.23 4.43 4.38
State Bancorp, Inc. STB NY 12.32 0.86 4.60 4.45
Sterling Bancorp STL NY 16.73 1.44 5.59 5.59
Suffolk Bancorp SUBK NY 21.12 1.72 5.39 5.34
Tompkins Trustco, Inc. TMP NY 16.55 1.46 4.60 4.39
TrustCo Bank Corp. NY TRST NY 20.64 1.65 4.00 4.07
U.S.B. Holding Co., Inc. UBH NY 15.83 1.05 3.63 3.45
Average 15.09 1.21 4.51 4.45
Median 16.15 1.34 4.50 4.38
UNITED NATIONAL BANCORP UNBJ NJ 10.07 0.86 4.02 4.00
THEREFORE A VOTE FOR THE
COMMITTEE NOMINEES IS A VOTE
TO START THE PROCESS TO
ACCELERATE THE SHARE REPURCHASE
PROGRAM, ATTEMPT TO DO AN
ACCRETIVE ACQUISITION AND
IF NOT POSSIBLE SELL
THE COMPANY FOR A PREMIUM
PRICE WHICH IS OPPOSED BY THE
PRESENT BOARD AND MANAGEMENT
Each Shareholder should be aware that the present election is only to elect six
Directors to the Board of Directors of the Company and has nothing to do with
the election of Directors for the Association. The present Directors of the
Company, even if the Committee Nominees win this election, will still be able to
appoint the Board of Directors of the Association, including the Company
Nominees, even if they lose the election.
If a sale of the Company is not possible at a satisfactory price, the Committee
Nominees, if elected, will work to increase the Company's earnings, earnings per
share, earning assets and deposits and will strongly recommend that the Company
aggressively pursue its stock repurchase program. In addition, the Committee
Nominees will attempt to persuade the Company to pursue an accretive
acquisition. The Board of Directors of the Company would have to determine a
satisfactory price which could be either all cash or a combination of cash and
stock. (The Board would have to make the same determination with respect to the
consideration to be received in connection with a sale of the Company.) To
accomplish the Committee's goal, the Committee Nominees, if elected, will need
the cooperation of seven of the other Directors. Furthermore, the Committee
Nominees's plans could change subject to the fiduciary duty they will owe to all
shareholders, if elected.
The Committee bases its position that the Board of Directors and Management of
the Company oppose a sale of the Company upon statements by Mr. Gregor to Mr.
Seidman at their lunch and subsequent phone conversation referred to above. Mr.
Gregor stated that at the present time the Board is not interested in pursuing a
sale of the Company and would prefer remaining independent.
Shareholders will not be afforded a separate opportunity to vote on the
implementation of a stock repurchase program. Shareholders will be required to
vote on certain sales or a mergers involving stock, but a cash acquisition may
not require shareholder approval.
MR. SEIDMAN'S PAST HISTORY OF PROMOTING THE
MAXIMIZATION OF SHAREHOLDER VALUE
Seidman has been involved in proxy contests in connection with the following
eight separate companies since 1995, IBS Financial Corp.("IBSF"), Wayne Bancorp,
Inc. ("WYNE"), South Jersey Financial Corp., Inc. ("SJFC"), Citizens First
Financial Corp. ("CFSB"), Yonkers Financial Corp. ("YFCB"), First Federal
Savings and Loan Association of East Hartford ("FFES"), Vista Bancorp, Inc.
("Vista")and Kankakee Bancorp, Inc. ("KNK") seeking to maximize shareholder
value by either an accretive acquisition or sale of the respective companies.
IBSF, WYNE, FFES, VBNJ, YFCB and SJFC were sold at significant premiums to their
book value and earnings, as shown by the following chart:
Multiples [X] Director
Seller Buyer Book Value % LTM EPS [X] Nomineess
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Wyne Valley National Bancorp 2.00 31.7 Seidman Nomineess
IBSF Hudson United Bancorp. 1.45 31.0 Seidman
SJFC Richmond Cty. Fin. Corp. 1.14 24.1 Seidman & Baer
FFES Connecticut Bancshares,Inc. 1.37 13.5 Seidman
VBNJ United National Bancorp 2.52 19.6 Seidman Nominees
including Baer & Bray
YFCB Atlantic Bank of New York 1.52 16.20 Seidman
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Seidman was a member of the Board of SJFC and FFES, and Williamson was a member
of the Board of FFES.
Seidman was not successful in his proxy contest with CFSB, VBNJ, YFCB or KNK.
However, Seidman was successful in having CFSB conduct a Dutch Auction for 15%
of its outstanding shares. Seidman had proposed this Dutch Auction and, in an
agreement with CFSB, agreed to tender the shares he controlled into the auction
and to execute a standstill agreement. Thus, the Dutch Auction resulted in large
measure from proposals made by, and actions undertaken, by Seidman. With respect
to YFCB Seidman continually pushed YFCB to sell. On November 14, 2001 YFCB
announced a sale to Atlantic Bank of New York at $29.00 cash per share, based
upon the above ratios.
The Board of Directors of CNYF and AHCI, each agreed voluntarily to increase by
one (1) the size of the Board and Seidman was added to each respective Board.
CNYF was sold to Niagara Bancorp, Inc. at a premium price of 1.30 times book and
27.57 times its last twelve (12) month earnings. AHCI was sold to Hudson River
Bancorp, Inc. at a premium price of 1.25 times book and 25.60 times its last
twelve (12) months earnings.
In addition, Seidman filed a Schedule 13D disclosing a plan to maximize
shareholder value through an accretive acquisition or sale of 1st Bergen
Bancorp, Inc. ("FBER"), Eagle BancGroup, Inc. ("EGLB"), and Jade Finacial
Corporation ("IGAF"). All three institutions were sold shortly after the
respective announcements. FBER was sold to Kearney Savings Bank for 1.78 % of
book value and 28.6 times earnings. EGLB was sold to First Busey Corporation
("FBC") for 1.41% of book value and 30.3 times earnings. IGAF was sold to PSB
Bancorp, Inc. for 92% of book value and 26.06 times earnings. Except for IGAF,
these companies were sold at a significant premium to book value and earnings
and its prevailing stock price.
On December 6, 2002, Michael A. Griffith was appointed to the KNK Board of
Directors. His appointment was part of an agreement with an investor group led
by Jeffrey L. Gendell, which owned apprximately 9.8% of KNK's outstanding
shares. On January 17, 2003, KNK announced, among other things the resignation
of Larry Huffman, the President and Chief Executive Officer and the election of
Mr. Griffith as the new KNK Chairman.
All of the above institutions, except Vista Bancorp, Inc. (VBNJ) were thrifts.
Commercial banks normally receive multiples greater than thrifts.
On January 10, 2003, Seidman filed a Schedule 13D with respect to Central
Bancorp, Inc. ("CEBK"). Certain of the Committee members are currently in
litigation relating to their ownership of stock in CEBK. CEBK has filed a
complaint in the Federal District Court of Massachusetts against certain
Committee members and others alleging, among other things, that the defendants
in that action formed a "group" for the purposes of Section 13(d) of the
Exchange Act and violated that provision when they failed to file appropriate
schedules with the Securities and Exchange Commission. On January 30, 2003,
these entities filed a complaint with the Business Litigation Session of the
Massachusetts Superior Court seeking to restrain the board of directors of CEBK
from taking certain action arising out of the alleged "group" status of the
defendants in the Federal Court action. The Superior Court of the Commonwealth
of Massachusetts granted theses entities and others preliminary injunctive
relief on February 3, 2003. The Massachusetts Federal District Court entered an
order setting a trial date in May, 2003 and extending the preliminary injunction
granted by the Superior Court until a decision on the merits by the Federal
Court. These entities believe that the claims by CEBK are without merit and are
vigorously defending the Federal Court action. Discovery is in progress at this
time.
There is no guarantee or representation made by Mr. Seidman or the Committee
that the Company can be sold for a premium equal to or greater than the premium
paid for the commercial banks and thrifts mentioned in this proxy statement.
There is also no assurance that Mr. Schechter's election to the Board will, on
its own, enhance shareholder value. However, it will send an appropriate message
to the Company's management and present Board that the shareholders desire
representation on the Board by significant shareholders.
ELECTION OF COMMITTEE NOMINEE
When you return the Committee's proxy card you are only voting for Harold
Schechter. Mr. Schechter has consented to being named in this Proxy Statement
and have agreed to serve as a Director, if elected.
Harold Schechter is 58 years of age and his residence address is 38 Rillo Drive,
Wayne, NJ 07470. He graduated from the Wharton School at the University of
Pennsylvania in 1966 and attended, but did not graduate from the NYU Graduate
School of Business. On March 19, 2003, Jaclyn Inc. (AMEX JLN) announced that Mr.
Schechter would be joining its Board of Directors. Since May 2001, he has been
COO and CFO of Creative Salon Concepts, a distributor of hair care products and
cosmetics. From 1978 to 2001, he was the Executive Vice President, COO and CFO
of VT International, Ltd., an importer and distributor of luggage and bags.
The members of the Committee have agreed to act in concert; however, they have
expressly reserved the right to terminate their agreement to act in concert.
During the last ten (10) years: (i) none of the Committee members has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) none of the Committee members, has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws, or finding any violation with respect to such
laws; (iii) the Committee members, other than SIPII, Pollack, PIP, Kerrimatt and
the Committee Nominee were parties to a civil proceeding which ultimately
mandated activities that were subject to federal securities laws. Specifically,
a civil action was filed by IBSF, during a proxy contest with certain members of
the Committee, in the U.S. District Court. This litigation named the members of
the Committee, as Defendants; except, SIPII, Pollack, PIP, Kerrimatt and the
Committee Nominee. The claim was made that three members on the Committee did
not make all of the disclosures required by the Securities Exchange Act of 1934.
The District Court entered a Judgment dismissing the claims made by IBSF. The
Third Circuit Court of Appeals reversed in part, and remanded the matter,
determining that two (2) additional disclosures should have been made. Pending
the remand, an Amended Schedule 13D was filed making additional disclosures with
regard to Seidcal Associates and Kevin Moore concerning the background,
biographical and employment information on Brant Cali of Seidcal and Kevin Moore
of Federal. Thereafter, the District Court entered a Judgment After Remand which
directed the inclusion of these disclosures in the Schedule 13D.
None of the Committee members is, or was within the past year, a party to any
contract, arrangements or understandings with any person with respect to any
securities of the registrant, including, but not limited to joint ventures, loan
or option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
In addition none of the Committee members or any associates of the Committee
members have any arrangement or understanding with any person (a) with respect
to any future employment by the Company or its affiliates; or (b) with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party.
Mr. Seidman is the manager of SAL, Co-General Partner with Pollack in PIP, and
is the President of the Corporate General Partner of SIP and SIPII and the
investment manager for Kerrimatt and Federal; and, in that capacity, Mr. Seidman
has the authority to cause those entities to acquire, hold, trade, and vote
these securities and with respect to PIP, Seidman shares these functions with
Pollack. SAL, SIP, SIPII, Kerrimatt, PIP and Federal were all created to
acquire, hold, and sell publicly-traded securities. None of these entities was
formed to solely acquire, hold, and sell the Company's securities. Each of these
entities owns securities issued by one or more companies other than the Company.
The members and limited partners in SIP, SIPII, SAL, Kerrimatt, PIP and Federal
are all passive investors, who do not - and cannot - directly, or indirectly,
participate in the management of these entities, including without limitation
proxy contests. Seidman's total compensation is dependent upon the profitability
of the operations of these entities, but no provision is made to compensate
Seidman solely based upon the profits resulting from transactions from the
Company's securities. In SAL, Seidman receives a $300,000 annual salary and a
percentage of the profits, after the Members receive a return on their
investment. In SIP, Federal and PIP, Seidman receives an annual fee, which is
payable quarterly, based upon a valuation of the assets, and he receives a
percentage of the profits. In Kerrimatt, Seidman receives an annual fee, which
is payable quarterly based upon a valuation of the assets with a stated maximum
fee payable, and he receives a percentage of the profits after a return to
limited partners. In SIPII, Seidman receives a percentage of the profits and no
annual fee.
On November 8, 1995, the acting Director of the Office of Thrift Supervision
("OTS") issued a Cease and Desist Order against Seidman ("C & D"), after finding
that Seidman recklessly engaged in unsafe and unsound practices in the business
of an insured institution. The C & D actions complained of were Seidman's
allegedly obstructing an OTS investigation. The C & D ordered him to cease and
desist from (i) any attempts to hinder the OTS in the discharge of its
regulatory responsibilities, including the conduct of any OTS examination or
investigation; and (ii) any attempts to induce any person to withhold material
information from the OTS related to the performance of its regulatory
responsibilities. The Order also provides that for a period of no less than
three (3) years if Seidman becomes an institution-affiliated party of any
insured depository institution subject to the jurisdiction of the OTS, to the
extent that his responsibilities include the preparation or review of any
reports, documents, or other information that would be submitted or reviewed by
the OTS in the discharge of its regulatory functions, all such reports,
documents, and other information shall, prior to submission to, or review by the
OTS, be independently reviewed by the Board of Directors or a duly appointed
committee of the Board to ensure that all material information and facts have
been fully and adequately disclosed. In addition, a civil money penalty in the
amount of $20,812 was assessed.
The voting power over the Company's securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner. Specifically, the shares held by
each of the named entities are voted in the manner that Seidman elects, in his
non-reviewable discretion; except for PIP, where the voting discretion is shared
with Pollack.
Additional Information concerning the Committee is set forth in Appendices A and
B hereto. Each of the individuals listed on Appendix A attached hereto is a
citizen of the United States.
AUDITORS
The Committee has no objection to the ratification of the appointment of KPMG,
LLP, as independent accountants for the Company for the fiscal year ending
December 31, 2003.
SOLICITATION; EXPENSES
Proxies may be solicited by the Committee by mail, advertisement, telephone,
facsimile, telegraph, and personal solicitation. Phone calls will be made to
individual shareholders by all the individual Committee members, and employees
of D. F. King & Co. Certain of Seidman's employees will perform secretarial
work in connection with the solicitation of proxies, for which no additional
compensation will be paid. Banks, brokerage houses, and other custodians,
nominees, and fiduciaries will be requested to forward the Committee's
solicitation material to their customers for whom they hold shares and the
Committee will reimburse them for their reasonable out-of-pocket expenses. The
Committee has retained D. F. King & Co. to assist in the solicitation of proxies
and for related services. The Committee will pay D. F. King & Co. a fee of up to
$25,000 and has agreed to reimburse it for its reasonable out-of-pocket
expenses. In addition, the Committee has also agreed to indemnify D. F. King &
Co. against certain liabilities and expenses, including liabilities and expenses
under the federal securities laws. The Securities and Exchange Commission deems
such an indemnification to be against public policy. Approximately ten (10)
persons will be used by D. F. King & Co.in its solicitation efforts.
The entire expense of preparing, assembling, printing, and mailing this Proxy
Statement and related materials and the cost of soliciting proxies will be borne
by SAL, SIP, PIP, Federal, Kerrimatt and SIP II. The Committee does not intend
to solicit proxies via the Internet.
Although no precise estimate can be made at the present time, the Committee
currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Committee will be approximately $50,000 of which
$1,000 has been incurred to date. The Committee intends to seek reimbursement
from the Company for those expenses incurred by the Committee, if the
Committee's Nominee is elected, but does not intend to submit the question of
such reimbursement to a vote of the Shareholders.
For the proxy solicited hereby to be voted, the enclosed GREEN proxy card must
be signed, dated, and returned to the Committee, c/o D. F. King & Co. Inc., in
the enclosed envelope in time to be voted at the Annual Meeting. If you wish to
vote for the Committee Nominee, you must submit the enclosed GREEN proxy card
and must NOT submit the Company's proxy card. If you have already returned the
Company's proxy card, you have the right to revoke it as to all matters covered
thereby and may do so by subsequently signing, dating, and mailing the enclosed
GREEN proxy card. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING.
Execution of a GREEN proxy card will not affect your right to attend the Annual
Meeting and to vote in person. Any proxy may be revoked as to all matters
covered thereby at any time prior to the time a vote is taken by (i) filing with
the Secretary of the Company a later dated written revocation; (ii) submitting a
duly executed proxy bearing a later date to the Committee; or (iii) attending
and voting at the Annual Meeting in person. Attendance at the Annual Meeting
will not in and of itself constitute a revocation.
Shares of Common Stock represented by a valid, unrevoked GREEN proxy card will
be voted as specified. You may vote for the Committee's Nominee or withhold
authority to vote for the Committee's Nominee by marking the proper box on the
GREEN proxy card. Shares represented by a GREEN proxy card where no
specification has been made will be voted for the Committee's Nominee and for
KPMG, LLP.
Except as set forth in this Proxy Statement, the Committee is not aware of any
other matter to be considered at the Annual Meeting. The persons named as
proxies on the enclosed GREEN proxy card will, however, have discretionary
voting authority as such proxies regarding any other business that may properly
come before the Annual Meeting.
If your shares are held in the name of a brokerage firm, bank, or nominee, only
they can vote such shares and only upon receipt of your specific instructions.
Accordingly, please return the proxy in the envelope provided to you or contact
the person responsible for your account and instruct that person to execute on
your behalf the GREEN proxy card.
Only holders of record of Common Stock on the Annual Meeting Record Date will be
entitled to vote at the Annual Meeting. If you are a Shareholder of record on
the Annual Meeting Record Date, you will retain the voting rights in connection
with the Annual Meeting even if you sell such shares after the Annual Meeting
Record Date. Accordingly, it is important that you vote the shares of Common
Stock held by you on the Annual Meeting Record Date, or grant a proxy to vote
such shares on the GREEN proxy card, even if you sell such shares after such
date.
The Committee believes that it is in your best interest to elect the Committee's
Nominee as Directors at the Annual Meeting. THE COMMITTEE STRONGLY RECOMMENDS A
VOTE FOR THE COMMITTEE NOMINEE AND FOR THE PROPOSED AUDITORS.
UNITED NATIONAL BANCORP COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
I M P O R T A N T !!!
If your shares are held in "Street Name" only your bank or broker can vote your
shares and only upon receipt of your specific instructions. Please return the
proxy provided to you or contact the person responsible for your account and
instruct them to vote for the Committee's Nominees on the GREEN proxy card.
If you have any questions, or need further assistance, please call Lawrence
Seidman at 973-560-1400, Extension 108, or, our proxy solicitor: D. F. King &
Co., Att: Richard Grubaugh, 48 Wall Street, New York, New York 10005, at
(800) 859-8508.
APPENDIX A
THE COMMITTEE TO PRESERVE SHAREHOLDER
VALUE AND ITS NOMINEE
The participants who comprise the Committee own in the aggregate 314,099 shares
of Common Stock, representing approximately 1.65% of the shares outstanding and
are as follows:
Seidman and Associates, L.L.C. ("SAL"), is a New Jersey limited liability
company, organized to invest in securities, whose principal and executive
offices are located at 19 Veteri Place, Wayne, New Jersey 07470. Lawrence
Seidman is the Manager of SAL and has sole investment discretion and voting
authority with respect to such securities.
Seidman Investment Partnership, L.P. ("SIP"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIP and Lawrence Seidman is the only shareholder director and officer of Veteri
Place Corporation. Seidman has sole investment discretion and voting authority
with respect to such securities.
Seidman Investment Partnership II, L.P. ("SIPII"), is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIPII and Lawrence Seidman is the only shareholder director and officer of
Veteri Place Corporation. Seidman has sole investment discretion and voting
authority with respect to such securities.
Kerrimatt, LP (Kerrimatt), is a limited partnership formed, in part, to invest
in stock of public companies whose principal and executive offices are located
at 80 Main Street, West Orange, New Jersey 07052. Lawrence Seidman has the sole
investment discretion and voting authority with respect to such securities until
September 27, 2003
Federal Holdings L.L.C. ("Federal"), is a New York limited liability company,
organized to invest in securities, whose principal and executive offices are
located at One Rockefeller Plaza, 31st Floor, New York, NY 10020. Lawrence B.
Seidman is the Manager of Federal and has sole investment discretion and voting
authority with respect to such securities.
Pollack Investment Partnership ("PIP") is a New Jersey limited partnership whose
principal and executive offices are located at 47 Blueberry Drive, Woodcliff
Lakes, New Jersey 07677. Pollack and Seidman are co-general partners of PIP and
share the investment discretion and voting authority with respect to such
securities.
Lawrence Seidman is a private investor, with discretion over certain client
accounts and is the Manager of Federal and SAL, and the President of the
Corporate General Partner of SIP and SIP II, co-general partner of PIP and the
investment manager of Kerrimatt. See Footnote No. 1 below for information
concerning regulatory action.
Dennis Pollack is the co-general partner of PIP and shares discretion with
Seidman with respect to this entity, and is a businessman and a private
investor. In addition, Mr. Pollack is the President and Chief Executive Officer
of Pegasus Funding Group, Inc. and Executive Vice President of New York
National Bank.
Theodore Harwick is 63 years old and his residence address is 288 Bellis Road,
Milford, NJ 08848. He graduated from Moravian College with a B.A. in Business
and Economics in 1974 and a M.A. in Economics from Lehigh University in 1979. He
is presently a Real Estate Independent Contractor. Previously, he has had 36
years of banking experience as a Senior Loan Officer, COO, CFO and Assistant
Trust Officer at Phillipsburg National Bank and Trust Company.
Harold Schechter is a private investor, with sole discretion over all shares he
owns See "Election of Committee Nominee" for complete resume.
The following sets forth the name, business address, and the number of shares of
Common Stock of the Company beneficially owned as of April 9, 2003, by each of
the Committee Members [The actual stock purchase transactions are set forth on
Exhibit B.]
Number of Shares
of Common Stock
Beneficially
Name Owned & Owned Percent
Class Business Address in Record Name of
- ------------------------------------------------------------------------------
1. Seidman and Associates Lanidex Center, 80,788
L.L.C.(SAL) 100 Misty Lane
Parsippany, NJ 07054
2. Seidman Investment 19 Veteri Place 42,046
Partnership, L.P.(SIP) Wayne, NJ 07470
3. Seidman Investment 19 Veteri Place 41,397
Partnership II, L.P.(SIPII) Wayne, NJ 07470
4. Lawrence Seidman and 19 Veteri Place 311,497
discretionary clients Wayne, NJ 07470
(1) (2)
5. Federal Holdings, LLC One Rockefeller Plaza 42,587
(Federal) New York, NY 10020
6. Kerrimatt, LP 80 Main St. 40,940
(Kerrimatt) West Orange, NJ 07052
7. Pollack Investment 47 Blueberry Drive 36,132
Partnership, L.P. (PIP) Woodcliff Lake, NJ 07677
8. Dennis Pollack (2) 47 Blueberry Drive 36,132
(Pollack) Woodcliff Lake, NJ 07677
10.Theodore Harwick (3) 288 Bellis Rd. 2,502 (4)
Milford, NJ 08848-1710
11.Harold Schechter (5) 200 Webrow Rd. 100 (4)
Parsippany, NJ 07054
- ------------------
(1) Includes all shares owed by SAL, SIP, SIPII, Federal, Kerrimatt, and PIP.
(2) Includes shares owned by PIP.
(3) The individual has sole voting and dispositive power for the shares he
owns.
(4) Less than 1%.
(5) Joint account with his wife.
Seidman may be deemed to have sole voting power and dispositive power as to
311,497 shares beneficially owned by SIP, SIP II, SAL, Kerrimatt and Federal and
his discretionary clients and shared voting power and dispositive power with
Pollack as to the 36,132 shares owned by PIP. On November 8, 1995, the acting
director of the Office of Thrift Supervision (OTS) issued a Cease and Desist
Order against Seidman ("C & D") after finding that Seidman recklessly engaged in
unsafe and unsound practices in the business of an insured institution. The C &
D actions complained of were Seidman's allegedly obstructing an OTS
investigation. The C & D ordered him to cease and desist from (i) any attempts
to hinder the OTS in the discharge of its regulatory responsibilities, including
the conduct of any OTS examination or investigation; and (ii) any attempts to
induce any person to withhold material information from the OTS related to the
performance of its regulatory responsibilities. The Order also provides that for
a period of no less than three (3) years if Seidman becomes an
institution-affiliated party of any insured depository institution subject to
the jurisdiction of the OTS, to the extent that his responsibilities include the
preparation or review of any reports, documents, or other information that would
be submitted or reviewed by the OTS in the discharge of its regulatory
functions, all such reports, documents, and other information shall, prior to
submission to, or review by the OTS, be independently reviewed by the Board of
Directors or a duly appointed committee of the Board to ensure that all material
information and facts have been fully and adequately disclosed. In addition, a
civil money penalty in the amount of $20,812 was assessed.
EXHIBIT B
Entity Date Cost Cost Shares
Purch per
Share
- -------------------------------------------------------------------------------
Seidman & Assoc 7/11/00 12.5621 12,562.14 1,000
Seidman & Assoc 7/11/00 12.5621 1,168.28 93
Seidman & Assoc 8/3/00 12.6892 68,750.00 5,418
Seidman & Assoc 8/8/00 12.6895 96,250.00 7,585
Seidman & Assoc 10/18/00 13.8953 7,531.25 542
Seidman & Assoc 10/30/00 13.8953 15,062.50 1,084
Seidman & Assoc 11/9/00 13.9004 75,312.50 5,418
Seidman & Assoc 11/27/00 14.6401 317,250.00 21,670
Seidman & Assoc 12/7/00 15.4592 33,500.00 2,167
Seidman & Assoc 2/16/01 18.0466 19,562.50 1,084
Seidman & Assoc 2/21/01 18.1652 118,092.00 6,501
Seidman & Assoc 2/22/01 18.1210 19,625.00 1,083
Seidman & Assoc 5/28/02B 22.8100 68,430.00 3,000
Seidman & Assoc 6/7/02B 22.5040 22,504.00 1,000
Seidman & Assoc 6/11/02B 21.2015 54,975.60 2,593
Seidman & Assoc 9/23/02 20.4500 29,243.50 1,430
Seidman & Assoc 9/23/02 20.5500 65,760.00 3,200
Seidman & Assoc 9/24/02 20.3000 21,518.00 1,060
Seidman & Assoc 9/24/02 20.3000 29,029.00 1,430
Seidman & Assoc 10/7/02 20.3200 29,057.60 1,430
Seidman & Assoc 10/9/02 20.0470 240,564.00 12,000
Totals 1,333,185.73 80,788
SIP 7/11/00 12.5343 19,052.09 1,520
SIP 8/3/00 12.6892 68,750.00 5,418
SIP 8/8/00 12.6897 61,875.00 4,876
SIP 9/21/00 12.7469 34,531.25 2,709
SIP 11/27/00 14.6401 158,625.00 10,835
SIP 2/16/01 18.0466 19,562.50 1,084
SIP 2/21/01 18.1663 65,344.24 3,597
SIP 2/22/01 18.1072 13,345.00 737
SIP 6/13/02B 21.2040 21,204.00 1,000
SIP 9/23/02 20.4500 14,601.30 714
SIP 9/23/02 20.5500 32,880.00 1,600
SIP 9/24/02 20.3000 10,718.40 528
SIP 9/24/02 20.3000 14,494.20 714
SIP 10/7/02 20.3200 14,508.48 714
SIP 10/9/02 20.0470 120,282.00 6,000
Totals 669,773.46 42,046
SIP II 7/11/00 12.5383 18,406.25 1,468
SIP II 8/8/00 12.6897 61,875.00 4,876
SIP II 9/7/00 12.8622 34,843.75 2,709
SIP II 10/18/00 13.8953 7,531.25 542
SIP II 11/1/00 13.9038 22,593.75 1,625
SIP II 11/27/00 14.6401 158,625.00 10,835
SIP II 2/16/01 18.0466 19,562.50 1,084
SIP II 2/21/01 18.1663 65,344.24 3,597
SIP II 2/22/01 18.1072 13,345.00 737
SIP II 3/8/01 18.4050 48,846.88 2,654
SIP II 6/13/02B 21.2040 21,204.00 1,000
SIP II 9/23/02 20.4500 14,601.30 714
SIP II 9/23/02 20.5500 32,880.00 1,600
SIP II 9/24/02 20.3000 10,718.40 528
SIP II 9/24/02 20.3000 14,494.20 714
SIP II 10/7/02 20.3200 14,508.48 714
SIP II 10/9/02 20.0470 120,282.00 6,000
Totals 679,662.00 41,397
Federal Holdings 7/11/00 12.5344 25,833.34 2,061
Federal Holdings 8/8/00 12.6897 61,875.00 4,876
Federal Holdings 11/8/00 13.9004 37,656.25 2,709
Federal Holdings 11/27/00 14.6401 158,625.00 10,835
Federal Holdings 1/10/01 16.8420 91,250.00 5,418
Federal Holdings 2/16/01 18.0466 19,562.50 1,084
Federal Holdings 2/21/01 18.1663 65,344.24 3,597
Federal Holdings 2/22/01 18.1072 13,345.00 737
Federal Holdings 6/14/02B 21.2040 21,204.00 1,000
Federal Holdings 9/23/02 20.4500 14,601.30 714
Federal Holdings 9/23/02 20.5500 32,880.00 1,600
Federal Holdings 9/24/02 20.3000 10,718.40 528
Federal Holdings 9/24/02 20.3000 14,494.20 714
Federal Holdings 10/7/02 20.3200 14,508.48 714
Federal Holdings 10/9/02 20.0470 120,282.00 6,000
Totals 702,179.71 42,587
Kerri-Matt 7/11/00 12.5298 18,406.25 1,469
Kerri-Matt 8/8/00 12.6897 61,875.00 4,876
Kerri-Matt 9/7/00 12.8622 34,843.75 2,709
Kerri-Matt 11/9/00 13.9004 37,656.25 2,709
Kerri-Matt 11/27/00 14.6401 158,625.00 10,835
Kerri-Matt 2/16/01 18.0466 19,562.50 1,084
Kerri-Matt 2/21/01 18.1663 65,344.24 3,597
Kerri-Matt 2/22/01 18.1072 13,345.00 737
Kerri-Matt 3/8/01 18.4050 48,846.88 2,654
Kerri-Matt 9/23/02 20.4500 14,601.30 714
Kerri-Matt 9/23/02 20.5500 32,880.00 1,600
Kerri-Matt 9/24/02 20.3000 10,718.40 528
Kerri-Matt 9/24/02 20.3000 14,494.20 714
Kerri-Matt 10/7/02 20.3200 14,508.48 714
Kerri-Matt 10/9/02 20.0470 120,282.00 6,000
Totals 665,989.25 40,940
Pollack Invest Pr 11/27/00 14.6428 158,625.00 10,833
Pollack Invest Pr 2/16/01 18.0466 19,562.50 1,084
Pollack Invest Pr 2/21/01 18.1663 65,344.24 3,597
Pollack Invest Pr 2/22/01 18.1072 13,345.00 737
Pollack Invest Pr 3/5/01 18.5135 60,187.50 3,251
Pollack Invest Pr 8/2/01 18.8953 97,500.00 5,160
Pollack Invest Pr 6/13/02B 21.2200 4,244.00 200
Pollack Invest Pr 6/14/02B 21.2040 21,204.00 1,000
Pollack Invest Pr 9/23/02 20.4500 14,601.30 714
Pollack Invest Pr 9/23/02 20.5500 32,880.00 1,600
Pollack Invest Pr 9/24/02 20.3000 10,718.40 528
Pollack Invest Pr 9/24/02 20.3000 14,494.20 714
Pollack Invest Pr 10/7/02 20.3200 14,508.48 714
Pollack Invest Pr 10/9/02 20.0470 120,282.00 6,000
Totals 647,496.62 36,132
Seidman & Clients 4/17/00 12.8078 14,562.50 1,137
Seidman & Clients 11/27/00 14.6421 94,778.44 6,473
Seidman & Clients 11/8/00 13.8831 22,560.00 1,625
Seidman & Clients 11/8/00 13.9039 7,522.00 541
Seidman & Clients 11/9/00 13.8788 45,120.00 3,251
Seidman & Clients 11/9/00 13.8828 30,084.00 2,167
Seidman & Clients 11/13/00 13.7783 5,966.00 433
Seidman & Clients 12/7/00 15.2761 16,544.00 1,083
Seidman & Clients 12/7/00 15.7538 1,024.00 65
Seidman & Clients 12/7/00 15.2761 16,544.00 1,083
Seidman & Clients 12/7/00 15.7538 1,024.00 65
Seidman & Clients 2/16/01 18.0979 19,600.00 1,083
Seidman & Clients 2/16/01 18.0985 19,604.00 1,083
Seidman & Clients 2/16/01 18.0979 19,600.00 1,083
Seidman & Clients 2/20/01 18.106 19,604.00 1,083
Seidman & Clients 2/20/01 18.0979 23,524.00 1,300
Seidman & Clients 2/20/01 18.0854 15,680.00 867
Seidman & Clients 6/14/02B 21.2000 14,840.00 700
Seidman & Clients 11/11/02 21.2873 2,341.60 110
Seidman & Clients 11/11/02 21.3917 9,626.25 450
Seidman & Clients 11/11/02 21.8835 1,860.10 85
Seidman & Clients 11/11/02 22.3200 1,116.00 50
Seidman & Clients 11/11/02 21.3959 8,344.40 390
Seidman & Clients 11/11/02 21.3883 19,249.50 900
Seidman & Clients 1/2/03 23.4192 11,709.59 500
Totals 442,432.38 27,607*
B Denotes shares of the Company purchased before the merger with Vista was
completed.
Harold Schechter 2/6/03 23.9500 2,449.00 100
Totals 2,449.00 100
Theodore Harwick 1/9/01 18.500 (1,850.00) (100)
1/10/01 18.500 (1,850.00) (100)
1/10/01 18.500 (5,550.00) (300)
2/27/01 20.250 (10,125.00) (500)
3/1/01 21.250 (10,625.00) (500)
3/19/01 21.000 (21,000.00) (1,000)
3/20/01 22.250 (4,450.00) (200)
3/20/01 22.250 (4,450.00) (200)
3/20/01 22.250 (2,250.00) (100)
3/20/01 22.000 (22,000.00) (1,000)
8/28/01 20.250 (20,250.00) (1,000)
9/26/01 20.000 (20,000.00) (1,000)
9/27/01 20.500 (10,250.00) (500)
10/29/01 21.000 (6,300.00) (300)
6/24/02 26.000 (7,800.00) (300)
6/26/02 26.000 (2,600.00) (100)
6/28/02 26.000 (15,600.00) (600)
7/2/02 27.400 (13,700.00) (500)
7/5/02 27.400 (13,700.00) (500)
9/1/02 25.306 (139,183.00) (5,500)
9/11/02 25.306 (98,060.75) (3,875)
9/19/02 25.926 (9,437.06) (364)
9/19/02 26.260 (54,121.26) (2,061)
9/19/02 21.630 54,118.26 2,502
Totals 54,118.26 2,502**
**All shares purchased prior to January 9, 2001 and 2,061 shares of VBNJ were
exhanged for 2,502 shares of UNBJ and $9,430.49 due to merger.
On August 21, 2002, the Company completed its acquisition of Vista Bancorp, Inc.
Each Vista shareholder was entitled to receive for each Vista share merger
consideration having a total value of $25.300, based upon the average
pre-closing price of the Company's shares, as calculated under the Merger
Agreement of $20.759 per share. Based on the average closing price for the
Company shares on November 14, 2001, the payment formula represented
approximately 25% (in cash) and 75% (in the Company shares), of the value of
the aggregate merger consideration.
All of the above entities that owned Vista stock on August 21, 2002 requested to
receive 100% stock from the Company as merger consideration, but were pro-rated
as provided for in the Merger Agreement. The Company shares purchased before the
consummation of the merger and outside of the receipt of the merger
consideration are indicated with a B in the above chart.
P R O X Y
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF UNITED
NATIONAL BANCORP INC. BY THE COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Lawrence Seidman and Harold Schechter, with full
power of substitution as proxy for the undersigned, to vote all shares of common
stock, par value $1.25 per share of United National Bancorp, (the "Company"),
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
to be held on May 20, 2003, or any adjournment(s) or postponement(s) thereof
(the "Meeting"), as follows:
1. ELECTION OF DIRECTORS - To elect HAROLD SCHECHTER.
-- FOR -- WITHHOLD
To withhold authority to vote for the election of Harold Schechter, write the
respective name in the following space or withhold authority for Harold
Schechter, by placing an X next to Withhold.
The Committee intends to use this proxy to vote for five persons who have been
nominated by the Company to serve as directors other than the Company Nominee
noted below. You should refer to the Company's proxy statement and form of proxy
distributed by the Company for the names, backgrounds, qualifications and other
information concerning the Company's Nominees. The Committee is NOT seeking
authority to vote for and will NOT exercise any authority for Ronald E. West,
one of the Company's six Nominees. There is no assurance that any of the
Company's Nominees will serve if elected with the Committee's Nominee. You may
withhold authority to vote for an additional Company Nominee, by writing the
name of the Company Nominee in the following space below:
2. APPOINTMENT OF KPMG, LLP, AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2003:
For ___ Against ___ Abstain __
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Shareholder. Unless otherwise specified, this proxy will be
voted "FOR" the election of the Committee's Nominees as a Director and "FOR" the
appointment of KPMG, LLP, the independent accountants. This proxy revokes all
prior proxies given by the undersigned.
In his discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting, or any adjournments or postponements
thereof, as provided in the proxy statement provided herewith.
Please sign exactly as your name appears hereon or on your proxy cards
previously sent to you. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporation name by the President or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person. This proxy
card votes all shares held in all capacities.
Dated:___________________________________
_________________________________________
(Signature)
_________________________________________
(Signature, if jointly held)
Title: ____________________________________
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.