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0001193125-14-163513.txt : 20140428 0001193125-14-163513.hdr.sgml : 20140428 20140428172653 ACCESSION NUMBER: 0001193125-14-163513 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20140428 DATE AS OF CHANGE: 20140428 SUBJECT COMPANY: 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16640 FILM NUMBER: 14790566 BUSINESS ADDRESS: STREET 1: 2723 SOUTH STATE STREET CITY: ANN ARBOR STATE: MI ZIP: 48104 BUSINESS PHONE: 7342143700 MAIL ADDRESS: STREET 1: 2723 SOUTH STATE STREET CITY: ANN ARBOR STATE: MI ZIP: 48104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OLD NATIONAL BANCORP /IN/ CENTRAL INDEX KEY: 0000707179 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 351539838 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: ONE MAIN ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124641434 MAIL ADDRESS: STREET 1: ONE MAIN ST CITY: EVANSVILLE STATE: IN ZIP: 47708 FORMER COMPANY: FORMER CONFORMED NAME: O DATE OF NAME CHANGE: 19950822 425 1 d716427d425.htm 425 425

Filed by Old National Bancorp

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: United Bancorp, Inc.

Commission File No.: 000-16640

The following excerpts relating to Old National Bancorp’s pending acquisition of United Bancorp, Inc. are from the slide presentation of a conference call held by executive officers of Old National on April 28, 2014 in connection with Old National’s announcement of its financial results for the quarter ended March 31, 2014.

* * *

Additional Information for Shareholders of United Bancorp, Inc.

Communication in this presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed merger, Old National has filed with the SEC a Registration Statement on Form S-4 that includes a preliminary Proxy Statement of United Bancorp, Inc. (“United”) and a preliminary Prospectus of Old National, and each of Old National and United has filed and will file other relevant documents concerning the proposed transaction. A definitive Proxy Statement/Prospectus will be mailed to shareholders of United. United Shareholders are urged to read the Registration Statement and the definitive Proxy Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Old National and United, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents (when available), free of charge, from Old National at www.oldnational.com under the tab “Investor Relations” and then under the heading “Financial Information” or from United by accessing United’s website at www.ubat.com under the tab “Investor Relations” and then under the heading “SEC Filings.”

Old National and United and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of United in connection with the proposed merger. Information about the directors and executive officers of Old National is set forth in the proxy statement for Old National’s 2014 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 14, 2014. Information about the directors and executive officers of United is set forth in United’s Annual Report on Form 10-K, as filed with the SEC on February 28, 2014. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

Forward-Looking Statement

This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, descriptions of Old National Bancorp’s financial condition, results of operations, asset and credit quality trends and profitability and statements about the expected timing, completion, financial benefits and other effects of Old National Bancorp’s proposed merger with United Bancorp, Inc. (“United”). Forward-looking statements can be identified by the use of the words “anticipate,” “believe,” “expect,” “intend,” “could” and “should,” and other words of similar meaning. These forward-looking statements express management’s current expectations or forecasts of future events and, by their nature, are subject to risks and uncertainties and there are a number of factors that could cause actual results to differ materially from those in such statements. Factors that might cause such a difference include, but are not limited to: expected cost savings, synergies and other financial benefits from the merger with Tower Financial Corporation and proposed merger with United might not be realized within the expected time frames and costs or difficulties relating to integration matters might be greater than expected; the requisite shareholder and regulatory approvals for the United merger might not be obtained; market, economic, operational, liquidity, credit and interest rate risks associated with Old National Bancorp’s businesses; competition; government legislation and policies (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and its related regulations); ability of Old National Bancorp to execute its business plan (including its proposed acquisition of United Bancorp, Inc.); changes in the economy which could materially impact credit quality trends and the ability to generate loans and gather deposits; failure or circumvention of our internal controls; failure or disruption of our information systems; significant changes in accounting, tax or regulatory practices or requirements; new legal obligations or liabilities or unfavorable resolutions of litigations; other matters discussed in this presentation and other factors identified in Old National Bancorp’s Annual Report on Form 10-K and other periodic filings with the Securities and Exchange Commission (“SEC”). These forward-looking statements are made only as of the date of this presentation, and Old National Bancorp does not undertake an obligation to release revisions to these forward-looking statements to reflect events or conditions after the date of this presentation.

Update on Partnerships

•

Tower

•

Closing/conversion complete

•

New hires

•

Pipeline strong

•

United

•

Strong first quarter results

•

Team fully engaged

•

Anticipated close early 3Q14

Executing The Plan – 2014

•

Economic recovery is resilient

•

Going forward

•

Borrower optimism increasing….but competition is as well

•

New markets proving strong

•

Mortgage business has slowed

•

Insurance, Wealth and Investments businesses remain strong

•

Deposit service charges, especially O/D fees will remain challenging

•

M&A pipeline is strong

LOGO

Old National Bancorp

Appendix

Efficiency Ratio

Calculation excludes net securities gains and intangible amortization

Incentive basis calculation excludes merger and integration charges and impact for current year partnerships

68.34%

66.56%

67.77%

68.25%

63.97%

65.81%

1Q13

4Q13

1Q14

ONB

Incentive Basis for Efficiency Ratio

Non-GAAP financial measure which Management believes is useful in evaluating the financial results of the Company – see Appendix for Non-GAAP reconciliation

Executing The Plan – 2014

•

Economic recovery is resilient

•

Going forward

•

Borrower optimism increasing….but competition is as well

•

New markets proving strong

•

Mortgage business has slowed

•

Insurance, Wealth and Investments businesses remain strong

•

Deposit service charges, especially O/D fees will remain challenging

•

M&A pipeline is strong

LOGO

Old National Bancorp

Appendix

Returned to

community

bank model

2004

2005

Sold non-

strategic

market –

Clarksville, TN

–

5 branches

2006

Sold non-

strategic market

–

O’Fallon, IL –

1 branch

2007

2008

2009

2010

2011

2012

2013

Acquired St.

Joseph Capital –

Entry into

Northern IN

market

February, 2007

Acquired 65

Charter One

branches

throughout

Indiana

March, 2009

Acquired Monroe

Bancorp –

Enhanced

Bloomington, IN

presence

January, 2011

Acquired IN

Community –

Entry into

Columbus, IN

September, 2012

FDIC-assisted

acquisition of

Integra Bank

July, 2011

Sold non-

strategic

market –

Chicago-area -

4 branches

Consolidation of

21 branches

Acquired 24

MI / IN branches

July, 2013

Consolidation

of 2 branches

Consolidation

of 8 branches

Consolidation

of 1 branch

Consolidation

of 10 branches

Consolidation

of 12 branches

Consolidation

of 44 branches

Consolidation

of 5 branches

Sold 12

branches

Consolidation

of 22

branches

Purchased 182 + 18 pending

Sold 22

Consolidated 128

Acquired Tower

Financial –

Enhancing Ft.

Wayne, IN

presence April,

2014

Transforming Old National’s Landscape

Pending

acquisition of

United

Bancorp –

Entry into

Ann Arbor, MI

2014

Consolidation

of 3 branches

Non-GAAP Reconciliations

Efficiency Ratio - As Reported

1Q13

4Q13

1Q14

Net Interest Income (FTE)

$83.0

$85.5

$87.4

Noninterest Income Less Security Gains

45.3

44.1

40.1

Revenue Less Security Gains

128.3

129.6

127.5

Noninterest Expense

90.2

88.2

88.3

Intangible Amortization

2.5

1.9

1.8

Noninterest Expense Less Intangible Amortization

87.7

86.3

86.4

Efficiency Ratio

68.34%

66.56%

67.77%

Impact of Current Year Partnerships

1Q13

4Q13

1Q14

Net Interest Income (FTE)

$0.0

$1.7

$0.0

Noninterest Income Less Security Gains

0.0

1.8

0.0

Revenue Less Security Gains

0.0

3.5

0.0

Noninterest Expense

0.1

5.8

2.5

Intangible Amortization

0.0

0.2

0.0

Noninterest Expense Less Intangible Amortization

0.1

5.6

2.5

Efficiency Ratio Excluding Impact of Current Year Partnerships

1Q13

4Q13

1Q14

Net Interest Income (FTE)

$83.0

$83.9

$87.4

Noninterest Income Less Security Gains

45.3

42.3

40.1

Revenue Less Security Gains

128.3

126.1

127.5

Noninterest Expense

90.0

82.4

85.8

Intangible Amortization

2.5

1.7

1.8

Noninterest Expense Less Intangible Amortization

87.5

80.7

83.9

Efficiency Ratio

68.25%

63.97%

65.81%

$ in thousands