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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 COMMISSION FILE NUMBER 1-12811
U.S.B. HOLDING CO., INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 36-3197969
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 DUTCH HILL RD., ORANGEBURG, NEW YORK 10962
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (845) 365-4600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange on
Title of each Class which registered
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COMMON STOCK ($0.01 PAR VALUE) NEW YORK STOCK EXCHANGE
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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of Class
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NONE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 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: |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes: |X| No: |_|
Class Outstanding at February 28, 2003
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COMMON STOCK 18,659,479 SHARES
($0.01 PAR VALUE)
The aggregate market value of the voting stock held by nonaffiliates of the
registrant on June 28, 2002 was approximately $212.9 million, computed by
reference to the closing price on the New York Stock Exchange composite tape of
$20.60 per share of Common Stock on June 28, 2002.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's Annual Report to Stockholders for the year ended
December 31, 2002 are incorporated by reference in Part II of this report.
Portions of the registrant's definitive Proxy Statement for the 2003 Annual
Meeting of Stockholders to be filed is incorporated by reference in Part III of
this report.
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PART I
ITEM 1. BUSINESS
U.S.B. Holding Co., Inc. (the "Company"), a Delaware corporation
incorporated in 1982, is a bank holding company registered under the Bank
Holding Company Act of 1956, as amended, which provides financial services
through its wholly-owned subsidiaries. The Company and its subsidiaries derive
substantially all of their revenue and income from providing banking and related
financial services, primarily to customers in Rockland and Westchester Counties,
Manhattan, New York City, and Long Island, New York, Northern New Jersey and
Southern Connecticut, as well as Orange, Putnam and Dutchess Counties, New York.
Union State Bank (the "Bank"), the Company's commercial banking
subsidiary, is a New York chartered commercial bank established in 1969. The
Bank offers a wide range of banking services to individuals, municipalities,
corporations, and small and medium-size businesses through its 24 retail banking
facilities located in Rockland and Westchester Counties, and one location each
in Stamford, Connecticut, Manhattan, New York City, and Goshen, Orange County,
New York (opened March 3, 2003). The Bank also has a limited branch office
located in Westchester County. The Bank's corporate offices are located in
Rockland County. The Bank's products and services include checking accounts, NOW
accounts, money market accounts, savings accounts (passbook and statement),
certificates of deposit, retirement accounts, commercial, personal, residential,
construction, home equity (second mortgage) and condominium mortgage loans,
consumer loans, credit cards, safe deposit facilities and other consumer
oriented financial services. The Bank also makes available to its customers
automated teller machines (ATMs), lock-box services and Internet banking. The
deposits of the Bank are insured to the extent permitted by law pursuant to the
Federal Deposit Insurance Act of 1950, as amended ("FDIA").
In 1997, the Bank established two nonbank wholly-owned subsidiaries.
Dutch Hill Realty Corp. owns and manages problem assets and real estate acquired
in foreclosure from the Bank. U.S.B. Financial Services, Inc. offers sales of
various financial products, such as mutual funds, stocks and bonds, annuities
and life insurance. Such sales are offered through an arrangement with a third
party brokerage and insurance firm specializing in bank financial product sales.
TPNZ Preferred Funding Corporation, a wholly-owned subsidiary of the
Bank (formerly of Tarrytowns Savings Bank, FSB ["Tarrytowns"] until its merger
with and into the Bank on April 30, 1999), is a Real Estate Investment Trust
formed in 1998 to manage certain mortgage-backed and other securities, and
mortgage loans previously owned by the Bank and Tarrytowns.
In February 1997, the Company established Union State Capital Trust I,
a Delaware business trust, and in July 2001 and June 2002 established Union
State Statutory Trust II and USB Statutory Trust III, respectively, which are
Connecticut business trusts. The trusts were established solely for the purpose
of issuing trust capital securities. See Note 10 to the Consolidated Financial
Statements.
The Company also has a nonbank subsidiary, Ad Con, Inc., which is
currently inactive.
The Company fully utilizes its website, www.unionstate.com, to
advertise the Bank's products, list information about its locations, and make
available, free of charge, its Securities and Exchange Act filings, including
the Annual Report on Form 10-K, and other public releases as soon as reasonably
practicable after they have been electronically filed with or furnished to the
Securities Exchange Commission.
EMPLOYEES
As of December 31, 2002, the Company employed a total of 334 full-time
and 42 part-time employees. The Company and its subsidiaries provide a variety
of benefit plans, including incentive bonus, group life, health, and stock
ownership plans. Management considers its employee relations to be satisfactory.
COMPETITION
The Bank's headquarters and fourteen of its branch offices are
currently located in Rockland County, New York. Ten of the Bank's branch offices
are located in Westchester County, New York. The Bank also has a branch location
in Stamford, Connecticut, and Manhattan, New York City, and Goshen, Orange
County, New York (opened March 3, 2003), as well as an office that closes loans
and disburses funds in Tarrytown, New York. The Company's current deposits
constitute a market share that are approximately 16.8 percent and 2.1 percent of
Rockland and Westchester deposits, respectively.
The Bank is the largest bank headquartered in the Hudson Valley and has
been successful in its penetration of the Rockland and Westchester markets and
more recently, the Stamford, Connecticut, and Orange County, New York, markets.
The Bank believes it is able to attract and retain customers because of its
knowledge of local markets, competitive products and the ability of professional
staff to provide a high degree of service to customers. Within its market area,
the Bank encounters competition from many other financial institutions offering
comparable products. These competitors include other commercial banks (both
locally
based independent banks and major New York City commercial banks) and savings
banks, as well as mortgage bankers, savings and loan associations and credit
unions. In addition, the Bank experiences competition in marketing some of its
services from the local operations of insurance companies, brokerage firms and
other financial institutions.
The Company expects to continue to expand by opening new retail
branches (the Bank plans to establish a full-service branch in Eastchester, New
York in 2003), enhancing computerized and telephonic delivery channels, and
expanding loan originations in its market area. Acquisitions of other smaller
financial institutions and branches will be considered to supplement growth in
the Company's present markets and in contiguous markets. Acquisitions of other
nonbank financial institutions will also be considered to expand the Company's
product offerings.
SUPERVISION AND REGULATION
The references under this heading to various aspects of supervision and
regulation are brief summaries which do not purport to be complete and which are
qualified in their entirety by reference to applicable laws, rules and
regulations.
The Company, as a "bank holding company" under the Bank Holding Company
Act of 1956 (the "BHC Act"), is regulated and examined by the Board of Governors
of the Federal Reserve System (the "FRB") and is required to file with the FRB
an annual report and other information. The BHC Act restricts the business
activities and acquisitions that may be engaged in by the Company. The FRB may
make examinations of the Company and has the authority (which it has not
exercised) to regulate provisions of certain bank holding company debt. The BHC
Act requires every bank holding company to obtain the prior approval of the FRB
before acquiring substantially all the assets of, or direct or indirect
ownership or control of more than five percent of the voting shares of, any bank
that is not already majority-owned. Subject to certain limitations and
restrictions, a bank holding company, with the prior approval of the FRB, may
acquire an out-of-state bank. A national or state bank may also establish a de
novo branch out of state if such branching is expressly permitted by the other
state.
The BHC Act also prohibits a bank holding company, with certain
exceptions, from engaging in or acquiring direct or indirect control of more
than five percent of the voting shares of any company engaged in non-banking
activities. One of the principal exceptions to these prohibitions is engaging
in, or acquiring shares of a company engaged in, activities found by the FRB, by
order or regulations, to be so closely related to banking or the management of
banks as to be a proper incident thereto. Activities determined by the FRB to be
so closely related to banking within the meaning of the BHC Act include
operating a mortgage company, finance company, credit card company, factoring
company, trust company or savings association; performing certain data
processing operations; providing limited securities brokerage services; acting
as an investment or financial advisor; acting as an insurance agent for certain
types of credit-related insurance; leasing personal property on a full-payout,
non-operating basis; providing tax planning and preparation services; operating
a collection agency; and providing certain courier services. The FRB also has
determined that under the BHC Act certain other activities, including real
estate brokerage and syndication, land development, property management and
underwriting of life insurance unrelated to credit transactions, are not closely
related to banking and therefore are not a proper incident thereto.
Rules effective April 21, 1997, remove tying restrictions on bank
holding companies and their nonbank subsidiaries and create exceptions from
statutory restrictions on bank tying arrangements to allow banks greater
flexibility in packaging their products with affiliates. These rules also
streamline the bank acquisition application process for "well managed," "well
capitalized" institutions, with satisfactory or better Community Reinvestment
Act records.
Historically, the BHC Act has restricted the business activities and
acquisitions that may be engaged in or made by the Company. The enactment of the
Gramm-Leach-Bliley Act of 1999 (the "GLB Act"), which became effective on March
11, 2000, permits bank holding companies to elect to be treated as "financial
holding companies." If the Company should elect to become a financial holding
company, the business activities and acquisitions or investments that may be
engaged in will be significantly expanded. A financial holding company is
authorized to engage in any activity that is financial in nature or incidental
to an activity that is financial in nature or is a complementary activity. These
activities include insurance, securities transactions and traditional banking
related activities.
The GLB Act also authorizes a state bank to have a financial subsidiary
that engages, as a principal, in the same activities that are permitted for a
financial subsidiary of a national bank if the state bank meets eligible
criteria and special conditions for maintaining the financial subsidiary. The
GLB Act designates the Federal Reserve Board as the umbrella supervisor of
financial holding companies and adopts a system of functional regulation where
the primary regulator is determined by the nature of the activity rather than
the type of institution. If the Company should elect to become a financial
holding company, the Company may be subject to supervision from different
governmental agencies. As of the date hereof, the Company has
made no determination to elect to be treated as a financial holding company and,
accordingly, will still be subject to the BHC Act.
The Company is a legal entity separate and distinct from its
subsidiaries. The ability of holders of debt and equity securities of the
Company to benefit from the distribution of assets from any subsidiary upon the
liquidation or reorganization of such subsidiary is subordinate to prior claims
of creditors of the subsidiary (including depositors in the case of banking
subsidiaries), except to the extent that a claim of the Company as a creditor
may be recognized.
There are various statutory and regulatory limitations regarding the
extent to which present and future banking subsidiaries of the company can
finance or otherwise transfer funds to the Company or its nonbanking
subsidiaries, whether in the form of loans, extensions of credit, investments or
asset purchases, including regulatory limitations on the payment of dividends
directly or indirectly to the Company from the Bank. Federal and state bank
regulatory agencies also have the authority to limit further the Bank's payment
of dividends based on such factors as the maintenance of adequate capital for
such subsidiary Bank, which could reduce the amount of dividends otherwise
payable. Under applicable banking statutes, at December 31, 2002, the Bank could
have declared additional dividends of approximately $48.8 million to the Company
without prior regulatory approval.
Under the policy of the FRB, the Company is expected to act as a source
of financial strength to the Bank and to commit resources to support the Bank in
circumstances where the Company might not do so absent such policy. In addition,
any subordinated loans by the Company to the Bank would also be subordinate in
right of payment to depositors and obligations to general creditors of such
subsidiary bank.
The Bank is organized under the Banking Law of the State of New York.
Its operations are subject to Federal and State laws applicable to commercial
banks and to extensive regulation, supervision and examination by the
Superintendent of Banks and the Banking Board of the State of New York, as well
as by the Federal Deposit Insurance Corporation ("FDIC"), as its primary Federal
regulator and insurer of deposits. The New York Superintendent of Banks and the
FDIC examine the affairs of the Bank for the purpose of determining its
financial condition and compliance with laws and regulations.
The New York Superintendent of Banks and the FDIC have significant
discretion in connection with their supervisory and enforcement activities and
examination policies, including policies with respect to the classification of
assets and the establishment of adequate loan loss reserves for regulatory
purposes. Any change in such policies whether by the FDIC, Congress, the New
York Superintendent of Banks or the New York Legislature could have a material
adverse impact on the Bank and the Company.
The Company is subject to risk-based capital and leverage guidelines
issued by the FRB. The Bank, whose deposits are insured by the FDIC, are subject
to similar guidelines. These guidelines are utilized to evaluate capital
adequacy. The regulatory agencies are required by law to take specific prompt
corrective actions with respect to institutions that do not meet minimum capital
standards. As of December 31, 2002, the Bank was classified as "well
capitalized" for regulatory purposes. See "Capital Resources" under Management's
Discussion and Analysis of Financial Condition and Results of Operations, and
Note 12 to the Consolidated Financial Statements.
Federal laws and regulations also limit, with certain exceptions, the
ability of banks to engage in activities or make equity investments that are not
permissible for national banks. The Company does not expect such provisions to
have a material adverse effect on the Bank or the Company.
SARBANES-OXLEY ACT OF 2002
On July 29, 2002, Congress passed the Sarbanes-Oxley Act of 2002 (the
"Act"), which provides for extensive new regulations regarding corporate
governance, auditor independence and oversight, and other related matters. Among
other things, the Act requires: the establishment of a Public Company Accounting
Oversight Board to monitor the audit profession with respect to audits of public
companies; establishment of audit independence standards; corporate
responsibilities' standards that include rules and regulations with respect to
audit committees and corporate responsibility for financial reports; insider
trading of company securities; disclosures and assessment of internal controls;
and increases in corporate and criminal fraud and accountability that sets forth
white collar crime penalty enhancements. In addition, the Act requires the
Securities & Exchange Commission ("SEC") to direct the major stock exchanges to
implement certain corporate governance and auditor independence standards.
The SEC has issued certain rules and regulations with respect to the
Act and the SEC and New York Stock Exchange are in the process of issuing the
remaining rules and regulations required. The regulations have various
implementation dates. The Company has complied with all such rules and
regulations to date and will continue to comply with all rules and regulations
as they become effective or are issued.
The Company does not expect implementation of the rules and regulations
under the Sarbanes-Oxley Act of 2002 to have a significant effect on its
operations.
GOVERNMENT MONETARY POLICIES AND ECONOMIC CONTROLS
The earnings and growth of the banking industry, the Company and the
Bank are affected by general economic conditions, as well as by the policies of
monetary authorities, including the Federal Reserve System. An important
function of the Federal Reserve System is to regulate the national supply of
bank credit in order to maintain economic growth and curb inflationary
pressures. Its policies are used in varying combinations to influence overall
growth of bank loans, investments and deposits and may also affect interest
rates charged on loans or paid for deposits.
In view of changing conditions in the national economy and the money
markets, as well as the effect of actions by monetary and fiscal authorities,
including the Federal Reserve System, no prediction can be made by the Company
as to possible future changes in interest rates, deposit levels, loan demand,
investments or their effect on the business and earnings of the Company and the
Bank.
ITEM 2. PROPERTIES
The main office of the Company and the Bank, including the Executive
Offices, Finance, Commercial and Consumer Loan, Residential Mortgage, Credit
Administration, Legal, Compliance, Human Resources, Facilities/Security,
Internal Audit, Operations Center, Customer Call Center, Transit and Data
Processing Departments, and Marketing Departments, is located at its Corporate
Headquarters building, which is owned by the Bank at 100 Dutch Hill Road,
Orangeburg, New York. The Bank's main branch is located at 46 College Avenue,
Nanuet, New York in premises that are leased by the Bank. The Bank also has a
limited purpose branch located at 660 White Plains Road in Tarrytown, New York,
that may originate loans and disburse funds, which premises is leased.
In addition to the main office in Nanuet, the Bank operates thirteen
retail banking branches in Rockland County, New York: 270 South Little Tor Road,
New City; 87 Route 59, Monsey; 115 South Main Street, New City; 45 Kennedy
Drive, Spring Valley; 35 South Liberty Drive, Stony Point; One Broadway,
Haverstraw; Route 9W and Railroad Avenue, West Haverstraw; 338 Route 59, Central
Nyack; 230 North Middletown Road, Pearl River; 747 Chestnut Ridge Road, Chestnut
Ridge; 65 Dutch Hill Road, Orangeburg; 59 Route 59, Suffern and 4 North Main
Street, Spring Valley. The premises of the Little Tor Road, 45 Kennedy Drive,
Spring Valley, Central Nyack, Chestnut Ridge, Orangeburg and Suffern branch
offices are leased, while the other Rockland branch offices are owned by the
Bank.
The Bank also operates ten retail banking branches in Westchester
County, New York: 131 Central Avenue, Tarrytown; 75 North Broadway, Tarrytown;
299 Bedford Road, Bedford Hills; 3000 East Main Street, Cortlandt Manor, and 28
Le Count Place, New Rochelle, which are owned, and leased locations at 76
Virginia Road, North White Plains; 88 Croton Avenue, Ossining; 270 Martine
Avenue, White Plains (purchased February 28, 2003); 1779 Central Park Avenue,
Yonkers; and 2500 Central Park Avenue, Yonkers. The Bank also operates retail
banking branches at 11 East 22nd Street, New York, New York, and 999 Bedford
Street, Stamford, Connecticut, both of which are leased, and 50 North Church
Street, Goshen, New York (opened March 3, 2003), which is owned. The Bank also
owns a building in Eastchester, Westchester County, New York, which will be the
eleventh full-service branch in Westchester County to be opened in 2003.
In the opinion of management, the premises, fixtures, and equipment
used by the Company and the Bank are adequate and suitable for the conduct of
their businesses. All the facilities are well maintained and provide adequate
parking.
ITEM 3. LEGAL PROCEEDINGS
Various actions and proceedings are presently pending to which the
Company is a party. Management, based on the advice of legal counsel, is of the
opinion that the aggregate liabilities, if any, arising from such actions would
not have a material adverse effect on the consolidated financial position of the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY
HOLDER MATTERS
MARKET INFORMATION AND HOLDERS
The Company's common stock was held of record as of February 28, 2003
by 1,329 registered stockholders and has been listed on the New York Stock
Exchange since December 28, 1999. Prior to such listing, the Company's common
stock was traded on the American Stock Exchange since April 16, 1997, and prior
to that in the over-the-counter market and in private transactions.
The common stock price information that follows is based on
transactions as reported by the New York Stock Exchange. Prices quoted, adjusted
for the 10 percent stock dividend distributed in January 2002, are as follows:
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2002 2001
HIGH LOW High Low
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First Quarter $17.00 $12.50 $12.61 $10.08
Second Quarter 20.60 14.95 13.86 11.77
Third Quarter 19.07 15.83 13.68 12.73
Fourth Quarter 19.05 16.70 15.32 12.32
First Quarter 2003,
through
February 28, 2003 17.68 14.79
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DIVIDENDS
The Board of Directors of the Company has adopted a policy of paying
quarterly cash dividends to holders of its common stock. In 2002 quarterly cash
dividends were paid as follows: $0.09 to stockholders of record on March 29,
June 28, and September 30, and $0.10 to stockholders of record on December 31.
In 2001 quarterly cash dividends per share were paid as follows: $0.073 to
stockholders of record on March 30 and June 29, and $0.082 to stockholders of
record on September 28 and December 31.
A stock dividend of 10 percent was declared by the Company for
stockholders of record on January 8, 2002 and distributed on January 22, 2002.
Any funds that the Company may require in the future to pay cash
dividends, as well as various Company expenses, are expected to be obtained by
the Company chiefly in the form of cash dividends from the Bank and secondarily
from the issuance of stock under Director and Employee Stock Option Plans. The
ability of the Company to declare and pay dividends in the future will depend
not only upon its future earnings and financial condition, but also upon the
future earnings and financial condition of the Bank and its nonbank subsidiaries
and upon the ability of the Bank to transfer funds to the Company in the form of
cash dividends and otherwise. The Company is a separate and distinct legal
entity from its subsidiaries. The Company's right to participate in any
distribution of the assets or earnings of its subsidiaries is subject to prior
claims of creditors of the subsidiaries.
Under New York Banking Law, a New York bank may declare and pay
dividends not more often than quarterly and no dividends may be declared,
credited, or paid so long as there is any impairment of capital stock. In
addition, except with the approval of the New York State Superintendent of
Banks, the total of all dividends declared in any year may not exceed the sum of
a bank's net profits for that year and its undistributed net profits for the
preceding two years, less any required transfers to surplus. A bank may be
required to transfer to surplus up to 10 percent of its net profits in any
accounting period if its combined capital stock, surplus and undivided profit
accounts do not equal 10 percent of its net deposit liabilities. At December 31,
2002, the Bank could pay dividends of $48.8 million to the Company without
having to obtain prior regulatory approval.
The Company may not pay dividends on its common stock or preferred
stock if it is in default with respect to the junior subordinated debt or the
Capital Securities issued in June 2002, July 2001 and February 1997, or if the
Company elects to defer payment for up to five years as permitted under the
terms of each junior subordinated debenture and Capital Securities.
The payment of dividends by the Company may also be limited by the
Federal Reserve Board's capital adequacy and dividend payment guidelines
applicable to bank holding companies (see Item 1 - Business - Supervision and
Regulation). Under these guidelines, the Company may not pay any dividends on
shares of the Company's common stock until such time as its debt to equity ratio
(as defined, including long-term debt qualifying as capital) is below 30
percent.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated by reference from
the table entitled "Selected Financial Data" of the Company's 2002 Annual Report
to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item is incorporated by reference from
the Company's 2002 Annual Report to Stockholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is incorporated by reference from
the Company's 2002 Annual Report to Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated by reference from
the Company's 2002 Annual Report to Stockholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
The information required by Items 10, 11, and 13 is incorporated by
reference from the Company's definitive Proxy Statement for its Annual Meeting
of
Stockholders that will be filed with the Commission not later than 120 days
after December 31, 2002.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
A summary of the Director and Employee Equity Compensation Plans
approved by security holders as of December 31, 2002 is as follows:
EQUITY COMPENSATION PLAN INFORMATION
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NUMBER OF
SECURITIES
NUMBER OF REMAINING
SECURITIES TO WEIGHTED-AVERAGE AVAILABLE FOR
BE ISSUED EXERCISE FUTURE
UPON EXERCISE PRICE OF ISSUANCE
OF OUTSTANDING UNDER EQUITY
PLAN OUTSTANDING OPTIONS COMPENSATION
CATEGORY OPTIONS PLANS
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Director Plans 545,373 $11.57 168,000
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Employee Plans 2,219,081 $12.29 1,099,278
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TOTAL 2,764,454 $12.15 1,267,278
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ITEM 14. CONTROLS AND PROCEDURES
The Company has evaluated the design and operation of its disclosure
controls and procedures to determine whether they are effective in ensuring that
the disclosure of required information is timely made in accordance with the
Securities Exchange Act of 1934 ("Exchange Act") and the rules and forms of the
Securities and Exchange Commission. This evaluation was made under the
supervision and with the participation of management, including the Company's
principal executive officer and principal financial officer within 90 days prior
to the filing of this Annual Report on Form 10-K. The principal executive
officer and principal financial officer have concluded, based on their review,
that the Company's disclosure controls and procedures, as defined by Exchange
Act Rules 13a-14(c) and 15d-14(c), are effective to ensure that information
required to be disclosed by the Company in reports that it files under the
Exchange Act is recorded, processed, summarized, and reported within the time
period specified in Securities and Exchange Commission rules and forms. There
were no significant changes to the Company's internal controls or other factors
that could significantly affect these controls subsequent to the date of their
evaluation.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES AND REPORTS ON
FORM 8-K
(a) Documents Filed as a Part of this Report:
1. AND 2. FINANCIAL STATEMENTS AND SCHEDULES
The following financial statements of the Company and its subsidiaries
are incorporated in Item 8 by reference from the Company's 2002 Annual Report to
Stockholders:
INDEPENDENT AUDITORS' REPORT
CONSOLIDATED STATEMENTS OF CONDITION, DECEMBER 31, 2002 AND 2001
CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2002, 2001
AND 2000
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY YEARS ENDED
DECEMBER 31, 2002, 2001 AND 2000
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental Schedules are omitted because of the absence of the
conditions under which they are required or because the required information is
included in the Consolidated Financial Statements and the Notes thereto.
3. EXHIBITS
EXHIBIT NO. EXHIBIT
(3) (a) Restated Certificate of Incorporation of Registrant
(incorporated herein by reference to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2002 ("2002
Second Quarter 10-Q"), Exhibit (3)(a)).
(3) (b) Bylaws of Registrant (incorporated herein by reference from
Registrant's Registration Statement on Form S-14 (file no.
2-79734), Exhibit (3)(b)).
(4) (a) Junior Subordinated Indenture, dated February 5, 1997,
between Registrant and The Chase Manhattan Bank, as trustee
(incorporated herein by reference to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1996 ("1996 10-K"),
Exhibit (4)(a)).
(4) (b) Guarantee Agreement, dated February 5, 1997, by and between
Registrant and The Chase Manhattan Bank, as trustee for the
holders of
9.58% Capital Securities of Union State Capital Trust I
(incorporated herein by reference to Registrant's 1996 10-K,
Exhibit (4)(b)).
(4) (c) Amended and Restated Declaration of Trust of Union State
Capital Trust I (incorporated herein by reference to
Registrant's 1996 10-K, Exhibit (4)(c)).
(4) (d) Junior Subordinated Indenture, dated July 31,
2001, between Registrant and State Street Bank
and Trust Company of Connecticut, National
Association, as trustee (incorporated herein by
reference to Registrant's Quarterly report on
Form 10-Q for the quarter ended September 30,
2001 ("2001 Third Quarter 10-Q"), Exhibit
(4)(d)).
(4) (e) Guarantee Agreement, dated July 31, 2001, by and
between Registrant and State Street Bank and
Trust Company of Connecticut, National
Association, as trustee for the holders of
Capital Securities of Union State Statutory
Trust II (incorporated herein by reference to
Registrant's 2001 Third Quarter 10-Q, Exhibit
(4)(e)).
(4) (f) Amended and Restated Declaration of Trust of Union State
Statutory Trust II (incorporated herein by reference to
Registrant's 2001 Third Quarter 10-Q, Exhibit (4)(f)).
(4) (g) Indenture dated June 26, 2002 between Registrant and State
Street Bank and Trust Company of Connecticut, National
Association, as trustee, (incorporated herein by reference to
Registrant's 2002 Second Quarter 10-Q, Exhibit (4)(g)).
(4) (h) Guarantee Agreement dated June 26, 2002 by and
between Registrant and State Street Bank and
Trust Company of Connecticut, National
Association, as Trustee for the holders of
Capital Securities of USB Statutory Trust III,
(incorporated herein by reference to
Registrant's 2002 Second Quarter 10-Q, Exhibit
(4)(h)).
(4) (i) Amended and Restated Declaration of Trust of USB Statutory
Trust III, (incorporated herein by reference to Registrant's
2002 Second Quarter 10-Q, Exhibit (4) (i)).
(10) (a) Agreement of Employment dated as of November 16,
1998 and as amended November 8, 2000 between the
Company and the Bank and Thomas E. Hales
(incorporated herein by reference to
Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2000 ("2000
Third Quarter 10-Q"), Exhibit (10)(a)).
(10) (b) Agreement of Employment dated as of November 16, 1998 and as
amended November 8, 2000 between the Company and the Bank and
Raymond J. Crotty (incorporated herein by reference to
Registrant's 2000 Third Quarter 10-Q, Exhibit (10)(b)).
(10) (c) Amendment to Employment Agreement as of October 25, 2001
between the Company and the Bank and Raymond J. Crotty
(incorporated herein by reference to Registrant's 2001 Third
Quarter 10-Q, Exhibit (10)(c)).
Agreement of Employment dated as of November 16,
10) (d) 1998 and as amended November 8, 2000 between the
Company and the Bank and Steven T. Sabatini (incorporated herein
by reference to Registrant's 2000 Third Quarter 10-Q, Exhibit
(10)(c)).
(10) (e) Amendment to Employment Agreement as of October 25, 2001
between the Company and the Bank and Steven T. Sabatini
(incorporated herein by reference to Registrant's 2001 Third
Quarter 10-Q, Exhibit (10)(e)).
(10) (f) Registrant's 1993 Incentive Stock Option Plan (incorporated
herein by reference from Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1999 ("1999 Third
Quarter 10-Q"), Exhibit (10)(e)).
(10) (g) Registrant's U.S.B. Holding Co., Inc. Employee Stock
Ownership Plan (With 401(k) Provisions) (incorporated herein by
reference from Registrant's Annual Report on Form 10-K for the
year ended December 31, 2001 ("2001 10-K"), Exhibit (10) (g)).
(10) (h) Registrant's Dividend Reinvestment and Stock Purchase Plan
(incorporated herein by reference from Registrant's Form S-3
Registration Statement (file No. 33-72788)).
(10) (i) Registrant's Director Stock Option Plan (incorporated herein
by reference to Registrant's 1996 10-K, Exhibit (10)(f)).
(10) (j) Registrant's 1998 Director Stock Option Plan (incorporated
herein by reference to Registrant's Form S-8 Registration
Statement, filed June 5, 1998, Exhibit (10)(d)).
(10) (k) Registrant's Key Employees' Supplemental Investment Plan, as
amended July 1, 1997 and September 1, 1998 (incorporated herein
by reference to the Plan's Annual Report on Form 11-K for the
year ended December 31, 1998, Exhibit (10)(j)).
(10) (l) Registrant's Key Employees' Supplemental Diversified
Investment Plan dated September 1, 1998 (incorporated herein by
reference to the Plan's Annual Report on Form 11-K for the year
ended December 31, 1998, Exhibit (10)(k)).
(10) (m) Registrant's 1997 Employee Stock Option Plan (incorporated
herein by reference to Registrant's
Proxy Statement filed April 18, 1997).
(10) (n) Tappan Zee Financial, Inc. 1996 Stock Option
Plan for Officers and Employees ("Employees
Stock Option Plan") (incorporated herein by
reference to Exhibit B to Tappan Zee Financial,
Inc.'s Proxy Statement for use in connection
with its 1996 Annual Meeting of Shareholders
("Tappan Zee 1996 Proxy Statement")).
(10) (o) Amendment No. 1 to the Employees Stock Option Plan
(incorporated herein by reference to Tappan Zee Financial,
Inc.'s Annual Report on Form 10-K for the fiscal year ended
March 31, 1997 ("Tappan Zee 1997 10-K"), Exhibit 10.1.1).
(10) (p) Amendment No. 2 to the Employees Stock Option Plan
(incorporated herein by reference to Exhibit A to Tappan Zee
Financial, Inc.'s Proxy Statement for use in connection with its
1997 Annual Meeting of Shareholders ("Tappan Zee 1997 Proxy
Statement")).
(10) (q) Tappan Zee Financial, Inc. 1996 Stock Option Plan for
Outside Directors ("Outside Director Option Plan") (incorporated
herein by reference to Exhibit B to the Tappan Zee 1997 Proxy
Statement).
(10) (r) Amendment No. 1 to the Outside Director Option Plan
(incorporated herein by reference to the Tappan Zee 1997 10-K,
Exhibit 10.2.1).
(10) (s) Amendment No. 2 to the Outside Director Option Plan
(incorporated herein by reference to Exhibit B to the Tappan Zee
1997 Proxy Statement).
(10) (t) Loan Agreement to the Employee Stock Ownership Plan Trust of
Tappan Zee Financial, Inc. and Certain Affiliates (incorporated
herein by reference to Tappan Zee Financial, Inc.'s Annual
Report on Form 10-K for the fiscal year ended March 31, 1996,
Exhibit 10.7).
(10) (u) Deferred Compensation Plan for Directors of
Tarrytowns Bank, FSB (Incorporated herein by
reference to the Registration Statement on Form
S-1 (file No 33-94128) filed on June 30, 1995,
as amended, Exhibit 10.7).
(10) (v) Forms of Stock Option Agreement by and between
Tappan Zee Financial, Inc., and recipients of
stock options granted pursuant to the Employees
Stock Option Plan and the Outside Director Option Plan
(incorporated herein by reference to the Tappan Zee 1997 10-K,
Exhibit 10.16).
(10) (w) Registrant's Retirement Plan for Non-Employee Directors of
U.S.B. Holding Co., Inc. and Certain Affiliates dated effective
as of May 19, 1999, and as amended March 20, 2002 (incorporated
herein by reference to the Registrant's 2001 10-K, Exhibit
(10)(w)).
(10) (x) Asset Purchase and Account Assumption Agreement by and
between Union State Bank and La Jolla Bank dated May 25, 2000
(incorporated herein by reference to the Registrant's Quarterly
Report on Form 10-Q for the six months ended June 30, 2000,
Exhibit (10)(00)).
(10) (y) U.S.B. Holding Co., Inc. Severance Plan dated January 30,
2002 (incorporated herein by reference from Registrant's 2001
10-K, Exhibit (10)(y)).
(10) (z) U.S.B. Holding Co., Inc. Executive Incentive Bonus Plan as
amended February 24, 1999 (incorporated herein by reference to
Registrant's Proxy Statement filed April 27, 1999).
(10) (aa) Asset Purchase and Liability Assumption Agreement dated as
of June 14, 2002, by and between Union State Bank and Fourth
Federal Savings Bank (incorporated herein by reference to
Registrant's 2002 Second Quarter 10-Q, Exhibit (10)(z)).
(99.1) Certification of Chief Executive Officer and
Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.*
(11) Computation of earnings per common share.* (13) Registrant's
Annual Report to Stockholders for the year ended December 31,
2002* (portions incorporated herein by reference to Form 10-K).
(21) Subsidiaries of the Registrant.*
(23) Consent of Deloitte & Touche LLP.*
* Filed Herewith
(b) Reports on Form 8-K
The Company filed reports on Form 8-K on October 20, 2002 and October
29, 2002 regarding gains realized on the sale of available for sale securities.
No financial statements of the Company were included in such Form 8-K.
(c) Exhibits
See exhibit list above.
(d) Financial Statements Required by Regulation S-X
All of the financial statements of the Company's subsidiaries, all of
which are directly or indirectly wholly-owned, are factored in the consolidated
financial statements included herein. The Company does not
have any affiliates whose securities are pledged as collateral.
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, on March 26, 2003.
U.S.B. HOLDING CO., INC.
/s/ THOMAS E. HALES
------------------------------------------
By: Thomas E. Hales,
Chairman of the Board,
President and Chief
Executive Officer
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
Company and in the capacities indicated on March 26, 2003.
/s/ THOMAS E. HALES /s/ STEVEN T. SABATINI
- ------------------------------------------------ ------------------------------------------------
Thomas E. Hales, Chairman of the Board, President Steven T. Sabatini, Senior Executive Vice President,
and Chief Executive Officer and Director Chief Financial Officer, Assistant Secretary and Director
/s/ RAYMOND J. CROTTY /s/ MICHAEL H. FURY
- ------------------------------------------------ ------------------------------------------------
Raymond J. Crotty, Senior Executive Vice President, Michael H. Fury, Esq., Secretary and Director
Chief Credit Officer, Assistant Secretary and Director
/s/ EDWARD T. LUTZ /s/ KEVIN J. PLUNKETT
- ------------------------------------------------ ------------------------------------------------
Edward T. Lutz, Director Kevin J. Plunkett, Director
/s/ HOWARD V. RUDERMAN /s/ KENNETH J. TORSOE
- ------------------------------------------------ ------------------------------------------------
Howard V. Ruderman, Director Kenneth J. Torsoe, Director
CERTIFICATION
I, Thomas E. Hales, Chairman, President and Chief Executive Officer, certify
that:
1. I have reviewed this annual report on Form 10-K of U.S.B. Holding Co.,
Inc.
2. Based on my knowledge, this annual report on Form 10-K 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-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 26, 2003 /s/ Thomas E. Hales
----------------------------------------
Thomas E. Hales
Chairman of the Board, President &
Chief Executive Officer
CERTIFICATION
I, Steven T. Sabatini, Senior Executive Vice President and Chief Financial
Officer, certify that:
1. I have reviewed this annual report on Form 10-K of U.S.B. Holding Co.,
Inc.
2. Based on my knowledge, this annual report on Form 10-K 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-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures 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 as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
0 internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: March 26, 2003 /s/ Steven T. Sabatini
------------------------------------
Steven T. Sabatini
Senior Executive Vice President &
Chief Financial Officer