SC 13G/A 1 file001.txt AMENDMENT NO. 7 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (Amendment No. 7)(1) U.S.B. Holding Co., Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 902910108 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2002 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1 (b) [ ] Rule 13d-1 (c) [X] Rule 13d-1 (d) -------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 8 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 or 8 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 or 8 Pages ITEM 1(A). NAME OF ISSUER: U.S.B. Holding Co., Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 100 Dutch Hill Road, Orangeburg, NY 10962 ITEM 2(A). NAME OF PERSON FILING: Thomas E. Hales and Alice Marie Hales ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: Thomas E. Hales: c/o Union State Bank, 100 Dutch Hill Road, Orangeburg, NY 10962 Alice Marie Hales: 66 Brookwood Drive, Briarcliff Manor, NY 10510 ITEM 2(C). CITIZENSHIP: Thomas E. Hales: United States Alice Marie Hales: United States ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock ITEM 2(E). CUSIP NUMBER: 902910108 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not applicable. ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: Thomas E. Hales: 3,373,272 shares of Common Stock This amount includes: (i)1,068,858 shares of Common Stock owned directly by Mr. Hales; (ii) 567,076 shares of Common Stock owned jointly by Mr. Hales and Mrs. Hales; Page 4 of 8 Pages (iii) 177,185 shares of Common Stock owned directly by Mrs. Hales; (iv) 256,410 shares of Common Stock owned by the U.S.B. Holding Co., Inc. Employee Stock Ownership Plan (with 401(k) provisions) (the "KSOP") and allocated to Mr. Hales; (v) 128,448 shares of Common Stock owned by the Company's Key Employees' Supplemental Investment Plan (the "KESIP") and allocated to Mr. Hales; (vi) 157,019 shares of Common Stock owned by the Hales Family Foundation, of which Mr. Hales is a director; and (vi) vested stock options to purchase 1,018,276 shares of Common Stock held by Mr. Hales. Alice Marie Hales: 901,280 shares of Common Stock This amount includes: (i) 177,185 shares of Common Stock owned directly by Mrs. Hales; (ii) 567,076 shares of Common Stock owned jointly by Mr. Hales and Mrs. Hales; and (iii) 157,019 shares of Common Stock owned by the Hales Family Foundation, of which Mrs. Hales is a director. (b) Percent of Class: Thomas E. Hales: 17.3% This percentage is based upon 18,501,580 shares of Common Stock issued and outstanding as of December 31, 2002, plus the aggregate number of shares which the Reporting Person has the right to acquire within 60 days pursuant to the exercise of vested stock options. Alice Marie Hales: 4.9% This percentage is based upon 18,501,580 shares of Common Stock issued and outstanding as of December 31, 2002. (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: Thomas E. Hales: 2,471,992 shares of Common Stock This amount includes: (i) 1,068,858 shares of Common Stock owned directly by Mr. Hales; (ii) 256,410 shares of Common Stock owned by the KSOP and allocated to Mr. Hales; (iii) 128,448 shares of Common Stock owned by the KESIP and allocated to Mr. Hales; and (iv) 1,018,276 shares of Common Stock issuable upon the exercise of vested stock options held by Mr. Hales. Alice Marie Hales: 177,185 shares of Common Stock This amount refers to the shares of Common Stock owned directly by Mrs. Hales. Page 5 of 8 Pages (ii) shared power to vote or to direct the vote: Thomas E. Hales: 901,280 shares of Common Stock This amount includes: (i) 567,076 shares of Common Stock owned jointly by Mr. Hales and Mrs. Hales; (ii) 157,019 shares of Common Stock owned by the Hales Family Foundation, of which Mr. Hales is a director; and (iii) 177,185 shares of Common Stock owned directly by Mrs. Hales. Alice Marie Hales: 724,095 shares of Common Stock This amount includes: (i) 567,076 shares of Common Stock owned jointly by Mr. and Mrs. Hales; and (ii) 157,019 shares of Common Stock owned by the Hales Family Foundation, of which Mrs. Hales is a director. (iii) sole power to dispose or to direct the disposition of: Thomas E. Hales: 2,087,134 shares of Common Stock This amount includes: (i) 1,068,858 shares of Common Stock owned directly by Mr. Hales; and (ii) 1,018,276 shares of Common Stock issuable upon the exercise of vested stock options held by Mr. Hales. Alice Marie Hales: 177,185 shares of Common Stock This amount refers to the shares of Common Stock owned directly by Mrs. Hales. (iv) shared power to dispose or to direct the disposition of: Thomas E. Hales: 1,286,138 shares of Common Stock This amount includes: (i) 567,076 shares of Common Stock owned jointly by Mr. Hales and Mrs. Hales; (ii) 256,410 of the shares of Common Stock held by the KSOP that are allocated to Mr. Hales and that represent employee contributions and/or matching employer contributions (collectively, the "401(k) KSOP Shares"), as the trustees of the KSOP have shared power (with the respective participants) to dispose or direct the disposition of the 401(k) KSOP Shares; (iii) 128,448 shares of Common Stock owned by the KESIP and allocated to Mr. Hales; (iv) 157,019 shares of Common Stock owned by the Hales Family Foundation, of which Mr. Hales is one of the directors; and (v) 177,185 shares of Common Stock owned directly by Mrs. Hales. Alice Marie Hales: 724,095 shares of Common Stock Page 6 of 8 Pages This amount includes: (i) 567,076 shares of Common Stock owned jointly by Mr. and Mrs. Hales; and (ii) 157,019 shares of Common Stock owned by the Hales Family Foundation, of which Mrs. Hales is a director. Note: The disclosures as to beneficial ownership of shares contained in this Item 4 are as of December 31, 2002 and therefore exclude transactions effected after such date (such as the purchase of 25,000 shares by Mr. Hales on February 4, 2003, the purchase by Mr. Hales of 10,000 shares on February 4, 2003, the exercise of 84,189 stock options on January 17, 2003 and the grant of 9,947 stock options on January 17, 2003). ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATIONS. Not applicable. Page 7 of 8 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2003 Date: February 14, 2003 /s/ THOMAS E. HALES /s/ ALICE MARIE HALES ---------------------------- ----------------------------- THOMAS E. HALES ALICE MARIE HALES Page 8 of 8 Pages

HALES THOMAS E SC 13G/A