-----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, NkDpCwo4mRn/ZIcTfcE8LD4ELFfSJZ5Af4SoIFMxaDbkG6jz3Wl/pL0DBur5WTG8 Hd2oO8gwv49GapI6RAHvGg== 0000950124-04-001396.txt : 20040331 0000950124-04-001396.hdr.sgml : 20040331 20040331111847 ACCESSION NUMBER: 0000950124-04-001396 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040331 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-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16640 FILM NUMBER: 04704206 BUSINESS ADDRESS: STREET 1: 205 E CHICAGO BLVD STREET 2: PO BOX 248 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-K/A 1 k84211e10vkza.txt AMENDMENT TO ANNUAL REPORT DATED 12/31/03 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 |X| Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003 COMMISSION FILE #0-16640 UNITED BANCORP, INC. (Exact name of registrant as specified in its charter) MICHIGAN 38-2606280 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 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| Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Act. Yes |X| No | | As of February 10, 2004, the aggregate market value of the voting stock held by non-affiliates of the registrant was $99,919,000 (common stock, no par value.) As of February 10, 2004, there were outstanding 2,235,503 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, 2004, including Management's Discussion and Analysis of Condition and Results of Operations, Reports of Independent Auditors, Consolidated Financial Statements and Notes to Consolidated Financial Statements, are incorporated by reference into Parts I, II, III and IV. Page 1 Explanatory Note On March 15, 2004, United Bancorp, Inc. (the "Company") filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2003 (the "Initial Form 10-K"). The Initial Form 10-K included Exhibit 99.1, Report of Prior Independent Auditors (the "Exhibit"). Subsequent to filing the Initial Form 10-K, an error in wording was discovered in the Exhibit, and this Amendment No. 1 on Form 10-K/A corrects that error in the Exhibit. No other changes are included in this amendment. PART IV ITEM 15 - 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 subsidiaries, included in the Company's 2004 Proxy Statement are incorporated herein by reference:
Pages in Proxy Statement -------------- Report of Independent Accountants, BKD LLP, Dated January 23, 2004 A-22 Consolidated Balance Sheets - December 31, 2003 and 2002 A-23 Consolidated Statements of Income - Years Ended December 31, 2003, 2002 and 2001 A-24 Consolidated Statements of Cash Flows - Years Ended December 31, 2003, 2002 and 2001 A-25 Consolidated Statements of Changes in Shareholders' Equity - Years Ended December 31, 2003, 2002 and 2001 A-26 Notes to Consolidated Financial Statements A-27-A-41
2. Financial statement schedules are not applicable. (b) No reports on Form 8-K were filed during the fourth quarter of 2003. (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 registration statement on Form S-8 (File Number 333-03305) dated May 8, 1996, and incorporated herein by reference. Page 2 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. 4(e) United Bancorp, Inc. 1999 Stock Option Plan, filed as Appendix B to the Company's proxy statement dated March 24, 2000 (file number 0-16640) and incorporated herein by reference. 11 Statement re Computation of Per Share Earnings - this information is incorporated by reference in Note 1 on Page A-29 and Note 19 on Page A-39 of the Company's 2004 Proxy Statement. 13 Registrant's Annual Report to Shareholders for the fiscal year ended December 31, 2003 which incorporates Management's Discussion and Analysis of Financial Condition and Results of Operations, Reports of Independent Accountants, Consolidated Financial Statements and Notes to Consolidated Financial Statements included in the Company's 2004 Proxy Statement (not deemed filed except for those portions which are specifically incorporated herein by reference). 14 Registrant's Code of Business Conduct and Ethics as adopted December 9, 2003 21 Listing of Subsidiaries, filed herewith. 23(a) Consent of BKD LLP, Independent Accountants, filed herewith. 24 Power of Attorney contained on the signature pages of the 2003 Annual Report on Form 10-K. 31.1 Certification of Principal Executive Officer 31.2 Certification of Principal Accounting Officer 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.1 Report of Prior Independent Auditors - Crowe Chizek (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 3 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 30, 2004 ------------------------------------ ----------------------- David S. Hickman, Chairman 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 30, 2004. /S/ * /S/ * - ----------------------------------------------- ---------------------------------------------- Joseph D. Butcko, Director James C. Lawson, Director /S/ * /S/ * - ----------------------------------------------- ---------------------------------------------- Robert K. Chapman, Director, Vice Chairman Donald J. Martin, Director /S/ * /S/ * - ----------------------------------------------- ---------------------------------------------- George H. Cress, Director David E. Maxwell, Director /S/ * /S/ * - ----------------------------------------------- ---------------------------------------------- John H. Foss, Director Chris L. McKenney, Director /S/ * /S/ * - ----------------------------------------------- ---------------------------------------------- Patricia M. Garcia, Director Kathryn M. Mohr, Director /S/ David S. Hickman /S/ Dale L. Chadderdon - ----------------------------------------------- ---------------------------------------------- David S. Hickman (Principal Executive Officer) Dale L. Chadderdon (Principal Financial Director, Chairman and Chief Executive Officer Officer) Senior Vice President, Secretary and Treasurer
* Dale L. Chadderdon, by signing his name hereto, does hereby sign this report on behalf of each of the above named directors of the Company pursuant to a power of attorney duly exercised by such persons. /S/ Dale L. Chadderdon -------------------------------------- Dale L. Chadderdon, Attorney in Fact Page 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION EX-31.1 Certification of Chief Executive Officer pursuant to Section 302 EX-31.2 Certification of Chief Financial Officer pursuant to Section 302 EX-32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 EX-99.1 Report of Prior Independent Auditors - Crowe Chizek EX-31.1 3 k84211exv31w1.txt CERTIFICATION OF CEO PURSUANT TO SECTION 302 EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER DISCLOSURE PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David S. Hickman, certify that: 1. I have reviewed this annual report on Form 10-K of United Bancorp, Inc., as amended. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant, and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /S/ David S. Hickman March 30, 2004 - ------------------------------------------------ ------------------------- David S. Hickman (Principal Executive Officer) Date Chairman and Chief Executive Officer EX-31.2 4 k84211exv31w2.txt CERTIFICATION OF CFO PURSUANT TO SECTION 302 EXHIBIT 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER DISCLOSURE PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dale L. Chadderdon, certify that: 1. I have reviewed this annual report on Form 10-K of United Bancorp, Inc., as amended. 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant, and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /S/ Dale L. Chadderdon March 30, 2004 - --------------------------------------------------- ------------------------ Dale L. Chadderdon (Principal Financial Officer) Date Senior Vice President, Secretary & Treasurer EX-32.1 5 k84211exv32w1.txt CERTIFICATION PURSUANT TO SECTION 1350 EXHIBIT 32.1 DISCLOSURE PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the accompanying Annual Report on Form 10-K of United Bancorp, Inc. (the "Company") for the year ended December 31, 2003 as amended (the "Report"), each of the undersigned, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of our respective knowledge and belief, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /S/ David S. Hickman March 30, 2004 - --------------------------------------------- ------------------------- David S. Hickman Date Chairman and Chief Executive Officer (Principal Executive Officer) /S/ Dale L. Chadderdon March 30, 2004 - --------------------------------------------- ------------------------- Dale L. Chadderdon Date Senior Vice President, Secretary & Treasurer (Principal Financial Officer) EX-99.1 6 k84211exv99w1.txt REPORT OF PRIOR INDEPENDENT AUDITORS EXHIBIT 99.1 REPORT OF PRIOR INDEPENDENT AUDITORS [CROWE CHIZEK LOGO] Shareholders and Board of Directors United Bancorp, Inc. Tecumseh, Michigan We have audited the accompanying consolidated statements of income, changes in shareholders' equity and cash flows of United Bancorp, Inc. and Subsidiaries for the year ended December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of the Company's operations and cash flows for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. /s/ Crowe Chizek and Company LLC Crowe Chizek and Company LLC Grand Rapids, Michigan January 16, 2002 -----END PRIVACY-ENHANCED MESSAGE-----