UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): SEPTEMBER 18, 2008
UNITED BANCORP, INC.
(Exact name of registrant as specified in its charter)
OHIO 0-16540 34-1405357
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
201 SOUTH 4TH STREET, MARTINS FERRY, OHIO 43935-0010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (740) 633-0445
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 18, 2008, The Citizens Savings Bank (the "Bank"), the
wholly-owned commercial bank subsidiary of the Registrant, executed a Purchase
and Assumption Agreement (the "Agreement") with the Federal Deposit Insurance
Corporation (the "FDIC") in its capacity as receiver of Ameribank, Inc.,
Northfork, West Virginia (the "Failed Bank"). The Agreement provides for the
Bank's acquisition of all of the deposits and certain assets of the Failed Bank
related to its three Ohio branch offices (the "Failed Bank Acquisition"). The
FDIC entered into a separate purchase and assumption agreement with Pioneer
Community Bank, Inc., Iaeger, West Virginia ("Pioneer"), regarding the Failed
Bank's West Virginia banking operations.
The Agreement requires the Bank to provide full service banking in the
Failed Bank's Ohio markets and provides for the payment of a premium of 1.143%
for all deposits related to the Failed Bank's Ohio branch offices. The Agreement
also grants the Bank an exclusive option for the period of ninety (90) days to
acquire at fair market value all Ohio banking facilities, including furniture
and fixtures, previously owned by the Failed Bank. The only loans being
purchased by the Bank in the Failed bank Acquisition are those loans which are
specifically secured by deposits being assumed by the Bank pursuant to the
transaction. No depositor of Ameribank, Inc. suffered loss from this "all
deposit" transaction.
Pursuant to the Agreement, the Bank has also agreed to: (i) administer and
service on behalf of the FDIC certain assets related to the Failed Bank in
accordance with the terms set forth in Exhibit 4.13 to the Agreement; and (ii)
perform certain transition and data processing services on behalf of Pioneer in
accordance with the terms set forth in Exhibit 9.1 to the Agreement.
The Bank has received all bank regulatory authorizations necessary to
consummate the Failed Bank Acquisition.
The foregoing description of the Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Agreement,
a copy of which is attached as Exhibit 2 to this Form 8-K. A copy of the Bank's
September 19, 2008 press release issued in connection with the execution of the
Agreement is furnished herewith as Exhibit 99.1, and a draft of the Bank's
letter to be submitted to former Ameribank retail deposit customers on or around
September 26, 2008 is furnished herewith as Exhibit 99.2.
Forward Looking Statements
This current report may contain "forward-looking statements" within the
meaning of, and pursuant to, the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements can
generally be identified as such because the context of the statement will
include words such as "believes," "anticipates" or "expects," or words of
similar import. Such forward-looking statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from those
currently anticipated. Forward-looking statements, which are made in good faith,
are based upon numerous assumptions, some of which
may be specifically described with respect to a particular statement. Some of
the more important assumptions include statements about the benefits of the
proposed acquisition, including future financial and operating results, and the
Bank's plans, objectives, expectations and intentions. Additionally, other
assumptions include expectations about overall economic conditions, expectations
about the movement of interest rates, reliance on existing or anticipated
changes in laws and regulations, adverse movements and volatility in debt and
equity capital markets, political conditions and related actions by the United
States military, and expectations about the nature and level of competition and
changes in customer behavior and customer preferences. Because it is uncertain
whether future conditions and events will confirm these assumptions, there is a
risk that future results will differ materially from what is stated in or
implied by such forward-looking statements. The Registrant cautions readers to
consider this risk, and the Bank undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events or developments or for any other reason. For further information
regarding the Registrant or the Bank, please read the Registrant's reports filed
with the Securities and Exchange Commission ("SEC"), which are available at
www.sec.gov.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits
The following exhibits are furnished herewith:
Number Exhibit
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2 Purchase and Assumption Agreement dated September 18, 2008
99.1 Press Release dated September 19, 2008
99.2 Letter to Former Ameribank Retail Deposit Customers dated September 26, 2008
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 authorized.
Dated: September 24, 2008 UNITED BANCORP, INC.
/s/ Randall M. Greenwood
----------------------------------------
Randall M. Greenwood
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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2 Purchase and Assumption Agreement dated September 18, 2008
99.1 Press Release dated September 19, 2008
99.2 Letter to Former Ameribank Retail Deposit Customers dated September 26, 2008