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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM l0-K
___
/X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
___
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to ___________________
Commission file number 0-l0699
HUBCO, INC.
(Exact name of registrant as specified in its Charter)
New Jersey 22-2405746
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
3l00 Bergenline Avenue
Union City, New Jersey 07087
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 348-2300
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 (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 months (or for such shorter period that the
registrant was required to file such reports), 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 ]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, as of March 17, 1994 was $136,299,870.
The number of shares of Registrant's Common Stock, no par value,
outstanding as of March 17, 1994 was 6,490,470.
DOCUMENTS INCORPORATED BY REFERENCE
Part(s) Into
Documents Which Incorporated
Annual Report to Shareholders Part I
for the fiscal year ended Part II
December 31, 1993 ("HUBCO's 1993
Annual Report"), pages 23 through 36
Proxy Statement used in
connection with the Annual
Meeting of Shareholders to
be held March 22, 1994
(HUBCO's Proxy Statement
for its 1994 Annual Meeting")
pages 4 through 16 and page 22 under the
captions "Proposal 1 - Election
of Directors", "Executive
Compensation", "Stock Ownership of
Management and Principal
Shareholders" and "Certain
Transactions with Management".
Notwithstanding the foregoing, the
information contained in HUBCO's
Proxy Statement for its 1994 Annual
Meeting pursuant to Items 402(k) and
402(l) of Regulation S-K is not
incorporated by reference and is not
to be deemed part of this report. Part III
With the exception of information specifically incorporated by
reference, HUBCO's 1993 Annual Report and HUBCO's Proxy Statement for its
1994 Annual Meeting are not to be deemed part of this report.
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HUBCO, INC.
Form l0-K Annual Report
For The Fiscal Year Ended December 31, 1993
PART I
ITEM 1. BUSINESS
(a) General Development of Business.
HUBCO, Inc. ("HUBCO" or "Registrant" or the "Company") is a bank
holding company registered under the Bank Holding Company Act of 1956, as
amended (the "Bank Holding Company Act"). HUBCO was organized under the
laws of New Jersey in 1982 by Hudson United Bank for the purpose of
creating a bank holding company for Hudson United Bank. HUBCO directly
owns Hudson United Bank ("the Bank") and a second subsidiary, HUB Financial
Services, Inc. HUBCO is also the indirect owner, through Hudson United
Bank of an investment subsidiary and an inactive subsidiary. Each of
HUBCO's direct and indirect subsidiaries is described below in this Item
1.
Growth of Hudson United Bank
Hudson United Bank was incorporated in 1890 as a state-chartered
commercial bank. The bank took on its present name in a merger with United
National Bank of Bergen County in 1972. In 1975, Hudson United Bank
acquired an additional branch when it purchased Peoples Trust Company of
Dunellen. In 1981, the bank sold one of its branches in Bloomfield, New
Jersey. In 1983, the bank acquired another branch when it assumed the
deposits and purchased certain assets of Pan American National Bank from
the Federal Deposit Insurance Corporation ("FDIC") and began operating the
former Pan American National Bank office in Union City, New Jersey as a
branch of Hudson United Bank. Additional branches were opened in West New
York, North Bergen, and Edgewater, New Jersey in 1986, 1988 and 1990,
respectively.
Since October 1990, HUBCO has engaged in a series
of acquisitions, which are briefly described below. As of the filing
of this Form 10-K, the Company has two substantial acquisitions
pending. In May, 1993, the Company and the Bank agreed to acquire
Statewide Savings Bank, S.L.A. ("Statewide"), a mutual savings and
loan association, in a merger-conversion transaction. Under the
agreement, the Company will sell shares of its common stock to
Statewide's eligible depositors and other voting members at a
discounted price (which is the lesser of $18.00 per share, or 95%
of the market price of HUBCO stock for the 10 trading days prior to
the closing date) in an amount equal to the appraised value of
Statewide as determined by an independent appraiser. The
independent appraiser has, on a preliminary basis as of December 6,
1993, determined the appraised value of Statewide to be approximately
$35 million. The Company's stockholders will be offered any
remaining shares at the same price as the shares are offered to
Statewide's depositors. Shares not sold to Statewide's eligible
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depositors, other voting members and the Company stockholders are
expected to be sold to the public at the then market price. As part of
the transaction and simultaneously with the closing, Statewide will
convert from a state savings and loan to a state mutual savings
bank charter, from mutual to stock form and finally to a Commercial Bank
Charter and then be merged into the Company's banking subsidiary,
Hudson United Bank. As of the end of Statewide's last fiscal year on
March 31, 1993, Statewide reported total assets, tangible net worth and
net income of $518 million, $13.4 million and $5.1 million, respectively
and had 13 branch offices serving Northern New Jersey markets. In
December 1993, the Company filed a registration statement on Form
S-3 for purposes of proceeding with the merger conversion and the
sale of the Company's common stock. At about the same time, the
Company, the Bank and Statewide filed various regulatory
applications with the New Jersey Department of Banking, the Federal
Deposit Insurance Corporation ("FDIC") and the Board of Governors
of the Federal Reserve System ("FRB"). The New Jersey Department
of Banking approved the applications that were filed by the Bank
and by Statewide. However, the FDIC proposed a new policy and
new interim regulations on mutual to stock conversions in January
and February, 1994 and eventually, Statewide was required in March
1994 to file a new notice of conversion with the FDIC. On March
25, 1994, Statewide's notice of conversion was accepted by the FDIC
for processing, but such processing may take up to 60 days. The
policy of the FDIC on conversions, especially merger conversions,
is still evolving and the effect of this on the approval of
the Statewide transaction, is difficult to determine at
this time. The transaction is subject to the approval of the FDIC
and the FRB, neither of which have been received. The
transaction is also subject to the approval of Statewide's
depositors at a meeting to be held for that purpose. Statewide has
the right to terminate the transaction if any of the approvals
impose substantial conditions. The parties recently agreed to
extend to the date after which either party could
terminate the acquisition agreement to June 30, 1994.
The acquisition of Statewide has taken longer than the
Company anticipated due to a variety of factors. As a consequence,
the Company has incurred and continues to incur substantial
expenses for legal, accounting and printing costs in connection
with the acquisition. If the acquisition were not consummated
these expenses, which have been capitalized, would impact the
Company's earnings , and there could be in that quarter a decline
in earnings compared to the prior quarter.
In November, 1993, the Company and its subsidiary bank
agreed to acquire Washington Bancorp, Inc. and its subsidiary,
Washington Savings Bank (together "Washington") for a combination
of cash and convertible preferred stock with an aggregate
consideration of approximately $40.5 million. In the transaction,
approximately 51% of Washington's common stock will be converted
into a new Class A Convertible preferred stock of the Company and 49% of
Washington shares will be converted into cash at $16.10 per share,
with Washington stockholders having the right to elect either cash
or the preferred stock. Each full share of preferred stock will
have a stated value of, and be redeemable for, $24.00 or be convertible
into one share of Company common stock. The holders of the preferred
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stock will be entitled to receive an annual dividend to be set annually
on the basis of the average market price of the Company's common stock
during a twenty consecutive business day period ending two days
prior to the date the dividend is set. The dividend will range
from $1.00 per share of preferred stock if the common stock is
trading at $24.00 or higher, up to $1.68 per share if the common
stock is trading below $19.00. If the common stock is trading
between $19.00 and $23.99, the dividend will be between $1.56 and
$1.10 per share. The shares are immediately convertible whenever HUBCO
shares trade at an average price of $24.00 for a ten day period.
At December 31, 1993, Washington reported $282.6 million
in assets and $2.8 million in earnings for the year and had eight
branch offices serving Northern New Jersey markets.
Consummation of the transaction contemplated by the
Washington Merger Agreement is subject to a number of conditions,
including, among others, obtaining all necessary regulatory
approvals and the approval of Washington's shareholders, the
receipt by Washington of a fairness opinion and, to the extent
necessary, the approval of the Company's stockholders. The Company
has made a determination that a vote of the Company's stockholders
will not be required.
The Company has the right to terminate the Washington
Merger Agreement for a number of reasons, including if there is a
material adverse change in the business, operations or financial
condition of Washington. Under the material adverse change clause,
but without limiting the definition of a material adverse change,
the Company has the right to terminate the Washington Merger
Agreement if Washington's largest non-performing loan, a loan of
approximately $9.0 million, is not brought to performing status or
if substantial steps are not taken to proceed with foreclosure on
the loan. Although the Company anticipates that it will proceed
with the acquisition of Washington, it continues to examine this
loan and the circumstances surrounding the collateral.
The Company's acquisition philosophy is to seek in-market
or contiguous market opportunities which can be accomplished with
little dilution to earnings. Since October 1990, the Company has
acquired the assets and liabilities of six institutions, adding to
its assets and liabilities a total of $807.2 million in assets and
$805.7 million in liabilities and expanding its branch network from
15 branches to 37 branches. Over 80% of these assets and
liabilities were acquired through government assisted transactions
which allows the Bank to reprice deposits, review loans and
purchase only those loans which meet its underwriting criteria.
The balance of the assets and liabilities were acquired in
traditional negotiated private transactions which the Company
believes present a different level of risk than the risk presented in
government assisted transactions.
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Summary of Acquisitions
The following chart summarizes the acquisitions undertaken by the
Company since October 1990:
DEPOSITS LOANS
GOVERNMENT PREMIUM ASSUMED PURCHASED BRANCHES
INSTITUTION ASSISTED PAID (IN MILLIONS) (IN MILLIONS) ACQUIRED
Mountain Ridge State Bank Yes $ 325,000 $ 47.0 $12.0 1
Meadowlands National Bank No $ 415,000(1) $ 35.5 $22.1 3
Center Savings and Loan Association Yes $ 10,000 $ 89.9 $78.6 1
Irving Savings and Loan Association Yes $ 5,000 $161.1 $62.4 5
Broadway Bank and Trust Company Yes $3,406,000 $345.7 $ 9.5 8
Pilgrim State Bank No $6,000,000(2) $122.9 $46.7 6
(1) Represents the purchase price paid to the shareholders of Meadowlands
National Bank.
(2) Represents the amount paid as purchase price to Ramapo, the owner of
the assets immediately prior to closing.
The Company's profitability and its financial condition
may be significantly impacted by the continuing implementation of
its acquisition strategy and by the consummation of the acquisition
of Statewide and the acquisition of Washington.
If the acquisition of Statewide and the acquisition of
Washington are both consummated, the Company will add 21 branch
offices (some of which it may close) and approximately $781 million
in assets, increasing the Company's branches by more than 50% and
its assets by 75%. Moreover, it is likely that an expansion of
this magnitude will necessitate substantially increased staffing in
the Company's operations along with the increased revenue stream.
In addition to the other challenges presented by the
acquisitions of Statewide and Washington, both institutions have a
significant volume of non-performing assets, including non-accrual
loans and real estate acquired in connection with collection
actions on loans ("OREO properties"). At December 31, 1993, the
Company had $11.5 million in non-performing assets, while Statewide
had $12.5 million and Washington had $20.0 million. The Company does plan
to utilize bulk sales of problem assets to reduce these non-performing
assets.
The Company intends to continue to seek acquisition opportunities
that arise in its market area. There can be no assurance that the
Company will be able to acquire additional financial institutions
or, if additional financial institutions are acquired, that these
acquisitions will be managed successfully to enhance the
profitability of the Company.
On November 8, 1993, the Company's Board of Directors
authorized a stock repurchase plan and authorized management to
repurchase up to 10% of its outstanding common stock per year
beginning immediately. At that time, the Company had approximately
6.9 million shares outstanding. As of March 1, 1994, the Company
had repurchased 455,081 shares at a cost of $10,131,898 , of
which 12,300 shares have been reissued by the Company as awards
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under its restricted stock plan and the balance of the Treasury shares
will be reissued in the Statewide merger conversion stock offering.
The Company's management currently does not have intentions to purchase
additional shares under the stock repurchase plan but intends to re-examine
the issue from time to time. The Company's last repurchase of shares
was on January 24, 1994.
On January 14, 1994, the Company sold $25 million
aggregate principal amount of subordinated debt in a private
placement. The subordinated debentures bear interest at 7.75% per
annum payable semi-annually. The debentures mature in 2004 (i.e.,
ten years after the date of original issuance) and payment of the
principal of the debentures may be accelerated only upon the
bankruptcy or insolvency of the Company or its major banking
subsidiary. The debt was issued under an indenture intended to
comply with the terms and conditions of the Trust Indenture Act of
1939 and the Company is obligated to register the subordinated debt
with the SEC by July 13, 1994, for an exchange offer for registered
securities or in a resale transaction. The subordinated debt has
been structured to comply with the current rules of the Board of
Governors of the Federal Reserve System regarding debt which will
qualify as Tier 2 capital under the FRB capital adequacy rules.
It may also be invested in the banking subsidiary as Tier I capital.
The Company sold the debt as part of a long term strategy to raise
capital and did not need the additional capital or funds raised to
pay for existing acquisitions. The Company intends to use the net
proceeds from the sale of the subordinated debt for general
corporate purposes, including investments in and advances to the
Company's subsidiaries, and for financing possible future
acquisitions of deposits and banking assets. Pending such use, the
Company or its subsidiaries may temporarily invest the net proceeds
in investment grade securities.
The Company has outgrown the space at its headquarters
office and commencing in the fourth quarter of 1993 the Company actively
undertook a search for additional space to expand its headquarters
operations. In March of 1994, the Company contracted to purchase
a 64,350 square foot building in Mahwah, New Jersey to house the
executive offices of the Company and the Company's data processing
subsidiary, which will service the Bank's data processing and check
processing needs and will offer its services to smaller banks in
the New York and New Jersey area. The net increase in the
Company's total other expenses directly attributable to this
purchase is anticipated to be approximately one percent.
Other Subsidiaries
HUBCO has a second directly-owned subsidiary called HUB Financial
Services, Inc., a data processing subsidiary formed in January 1983, which
has primarily serviced automobile and equipment leases for Hudson United
Bank, on a fee basis. In 1988 HUB Financial Services, Inc. received
approval from the Federal Reserve Board for making, acquiring, selling and
servicing real estate mortgage loans, and commenced operations as a
mortgage broker.
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In 1984, Hudson United Bank established a subsidiary corporation
in Delaware to manage a portion of its investment portfolio and had
contributed $20,033,509 of its investment portfolio to the corporation as
of December 31, 1992. In February 1993, the assets of the Delaware
Corporation were transferred up to its parent, Hudson United Bank, in the
form of a dividend and the subsidiary was dissolved. In 1987, Hudson United
Bank established a subsidiary corporation in New Jersey to manage a portion
of its investment portfolio and to operate under state tax law as an
investment company. As of December 31, 1993, $338,630,069 of the Bank's
investment portfolio is being managed by the New Jersey corporation.
Hudson United Bank also owns an inactive subsidiary, Lafayette Development
Corp.
Unionization of Hudson United Bank
Hudson United Bank is administratively divided into three
divisions: the Northern Division, the Southern Division and the Essex
Division. The Southern Division of Hudson United Bank is unionized. Local
153 of the Office and Professional Employees International Union represents
the bank's clerical staff in the Southern Division's bargaining unit. In
February 1993, a three-year collective bargaining agreement was negotiated
which provides for a modest increase in wages, an increase in hours of
employment, contributions towards the cost of providing health care
benefits and an increase in the annual pension benefit for employees with
more than three years of service who were employed as of March 1, 1990.
Currently, approximately 49% of the employees in the bargaining unit are
members of the union. The collective-bargaining agreement expires February
28, 1996.
Regulatory Matters
There are a variety of statutory and regulatory restrictions
governing the relations among HUBCO and its subsidiaries:
Capital Adequacy Guidelines
Bank holding companies must comply with the Federal Reserve
Board's risk-based capital guidelines, which became effective on February
15, 1989 and were fully phased-in on December 31, 1992. Under the
guidelines, risk weighted assets are calculated by assigning assets and
certain off-balance sheet items to broad risk categories. The total dollar
value of each category is then weighted by the level of risk associated
with that category. As of December 31, 1992, minimum risk-based capital
to risk based assets ratio of 8.00% must be attained. At least one half
of an institution's total risk based capital must consist of Tier 1
capital, and the balance may consist of Tier 2, or supplemental, capital.
Tier 1 capital consists primarily of common stockholder's equity along with
preferred or convertible preferred stock, minus goodwill. Tier 2 capital
consists of an institution's allowance for loan and lease losses, subject
to limitation, hybrid capital instruments and certain subordinated debt.
The allowance for loan and lease losses which is considered Tier 2 capital
is limited to l.25% of an institution's risk-based assets. As of December
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31, 1993, HUBCO's total risk-based capital ratio was 14.85% consisting of
a Tier 1 ratio of 13.60% and a Tier 2 ratio of l.25%. Both ratios exceed
the requirements under these regulations.
In addition, the Federal Reserve Board has promulgated a leverage
capital standard, with which bank holding companies must comply. Bank
holding companies must maintain a minimum Tier l capital to total assets
ratio of 3%. However, institutions which are not among the most highly
rated by federal regulators must maintain a ratio 100-to-200 basis points
above the 3% minimum. As of December 31 1993, HUBCO had a leverage capital
ratio of 7.22%.
The FDIC also imposes risk based and leverage capital guidelines
on Hudson United Bank. These guidelines and the ratios to be met are
substantially similar to those imposed by the Federal Reserve Board. If
a bank does not satisfy the FDIC's capital requirements, it will be deemed
to be operated in an unsafe and unsound manner and will be subject to
regulatory action. As of December 31, 1993, Hudson United Bank had a risk
weighted capital ratio of 13.94% and a leverage capital ratio of 6.70%.
These ratios exceed the requirements under the FDIC regulations. See also
"Management's Discussion and Analysis of Financial Condition and Results
of Operation - Capital."
Restrictions on Dividend Payments
The payment of dividends by the Bank to HUBCO is regulated.
Under the New Jersey Banking Act of 1948, as amended, Hudson United Bank
may pay dividends only out of retained earnings, and out of surplus to the
extent that surplus exceeds 50 percent of stated capital. Under the
Financial Institutions Supervisory Act, the FDIC has the authority to
prohibit a state-chartered bank from engaging in conduct which, in the
FDIC's opinion, constitutes an unsafe or unsound banking practice. Under
certain circumstances, the FDIC could claim that the payment of a dividend
or other distribution by a bank to its sole shareholder constitutes an
unsafe or unsound practice.
Restrictions on Transactions Between HUBCO and the Bank
The Banking Affiliates Act of 1982, as amended, severely
restricts loans and extensions of credit by the Bank to HUBCO and HUBCO
affiliates (except affiliates which are banks). In general, such loans
must be secured by collateral having a market value ranging from 100% to
130% of the loan, depending upon the type of collateral. Furthermore, the
aggregate of all loans from the Bank to HUBCO and its affiliates may not
exceed 20% of that Bank's capital stock and surplus and, singly to HUBCO
or any affiliate, may not exceed l0% of the Bank's capital stock and
surplus. Similarly, the Banking Affiliates Act of 1982 also restricts the
Bank in the purchase of securities issued by, the acceptance from
affiliates of loan collateral consisting of securities issued by, the
purchase of assets from, and the issuance of a guarantee or standby letter-
of-credit on behalf of, HUBCO or any of its affiliates.
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Holding Company Supervision
Under the Bank Holding Company Act, HUBCO may not acquire
directly or indirectly more than 5 percent of the voting shares of, or
substantially all of the assets of, any bank without the prior approval of
the Federal Reserve Board. HUBCO cannot acquire any bank located outside
New Jersey unless the law of such other state specifically permits the
acquisition.
In general, the Federal Reserve Board, under its regulations and the
Bank Holding Company Act, regulates the activities of bank holding
companies and non-bank subsidiaries of banks. The regulation of the
activities of banks, including bank subsidiaries of bank holding companies,
generally has been left to the authority of the supervisory government
agency, which for Hudson United Bank is the New Jersey Department of
Banking (the "Department").
Interstate Banking Authority
New Jersey law allows New Jersey banking organizations to acquire
or be acquired by banking organizations in other states on a "reciprocal"
basis (i.e., provided the other state's laws permit New Jersey banking
organizations to acquire or be acquired by banking organizations in that
state on substantially the same terms and conditions applicable to banking
acquisitions solely within the state).
FIRREA
The Financial Institutions Reform, Recovery and Enforcement Act
of 1989 ("FIRREA") established new capital standards and enhanced
regulatory oversight of the thrift industry. Many thrifts were unable to
comply with the new regulations creating opportunities for mergers and
acquisitions by commercial banks as well as other thrift institutions.
From time to time, HUBCO investigates potential opportunities that arise
as the result of this legislation and the enforcement of regulations
promulgated thereunder.
While FIRREA focuses primarily on the recovery and reform of the
savings and loan industry, there are provisions which affect commercial
banks. Such provisions include a new deposit insurance system, increased
deposit insurance premiums, restrictions on acceptance of brokered deposits
and increased consumer-related disclosure requirements.
Recent Regulatory Enactments
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") was enacted in December 1991. FDICIA was primarily designed to
provide additional financing for the FDIC by increasing its borrowing
ability. The FDIC was given the authority to increase deposit insurance
premiums to repay any such borrowing. In addition, FDICIA identifies the
following capital standard categories for financial institutions: well
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capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized. As a result of FDICIA,
the various banking regulatory agencies have set certain capital and other
measures for determining the categories into which financial institutions
fall. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions depending on the category
in which an institution is classified. Pursuant to FDICIA,
undercapitalized institutions must submit recapitalization plans, and a
company controlling a failing institution must guarantee such institution's
compliance with its plan. FDICIA also required the various regulatory
agencies to prescribe certain non-capital standards for safety and
soundness relating generally to operations and management, asset quality
and executive compensation, and permits regulatory action against a
financial institution that does not meet such standards. The agencies have
implemented some of those regulations and have proposed to implement
others.
The deposits of the Bank are insured up to applicable limits by the
FDIC. Accordingly, the Bank is subject to deposit insurance assessments
to maintain the Bank Insurance Fund (the "BIF") of the FDIC. As of January
1, 1993, the FDIC began a risk-based insurance assessment system. This
approach is designed to ensure that a banking institution's insurance
assessment is based on three factors: the probability that the applicable
insurance fund will incur a loss from the institution; the likely amount
of the loss; and the revenue needs of the insurance fund. Management
believes that the provision of FDICIA and the risk-based insurance
assessment will not have a material effect upon the financial position of
HUBCO.
Source of Strength Doctrine
According to Federal Reserve Board policy, bank holding companies
are expected to act as a source of financial strength to each subsidiary
bank and to commit resources to support each such subsidiary. This support
may be required at times when a bank holding company may not be able to
provide such support. Furthermore, in the event of a loss suffered or
anticipated by the FDIC - either as a result of default of a bank
subsidiary of the Company or related to FDIC assistance provided to the
subsidiary in danger of default - the other bank subsidiaries of the
Company may be assessed for the FDIC's loss, subject to certain exceptions.
(b) Industry Segments.
The Registrant has one industry segment -- commercial banking.
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(c) Narrative Description of Business.
HUBCO exists primarily to hold the stock of its subsidiaries.
During 1993, HUBCO had two directly-owned subsidiaries -- Hudson United
Bank and HUB Financial Services, Inc. In addition, HUBCO, through Hudson
United Bank, indirectly owns two additional subsidiaries. The historical
growth of, and regulatory scheme affecting, each of HUBCO's direct and
indirect subsidiaries is described in Item 1(a) above, which is
incorporated herein by reference.
HUBCO is a legal entity separate from its subsidiaries. The
stock of the Bank is HUBCO's principal asset. Dividends from Hudson United
Bank are the primary source of income for HUBCO. As explained above in
Item 1(a), legal and regulatory limitations are imposed on the amount of
dividends that may be paid by the Bank to HUBCO.
Hudson United Bank currently maintains its head office in Union
City, New Jersey. The Bank operates out of 37 offices in six northern New
Jersey counties. Of these offices, all but one are located in the northern
New Jersey counties of Bergen, Essex, Hudson, Morris and Passaic. One
other branch is located in Dunellen, Middlesex County, New Jersey. HUBCO
owns a two-story building one block from Hudson United Bank's main office
which HUBCO is leasing to the Bank as an operations center. In March of
1994, HUBCO contracted to purchase a 64,350 square foot building in Mahwah,
New Jersey to house the executive offices of HUBCO and the Company's data
processing subsidiary, which will service the Bank's data processing and
check processing needs and will offer its services to smaller banks in the
New York and New Jersey area.
At December 31, 1993, HUBCO through its subsidiaries had deposits
of $935,687,813, net loans of $518,579,459 and total assets of
$1,041,824,323. HUBCO ranked 12th among New Jersey commercial banks and
bank holding companies in terms of asset size as of December 31, 1993.
The Bank is a full service commercial bank and offers the
services generally performed by commercial banks of similar size and
character, including checking, savings, and time deposit accounts,
certificates of deposit, trust services, safe deposit boxes, secured and
unsecured personal and commercial loans and residential and commercial real
estate loans. The principal focus of the Bank is its local market place.
The Bank's deposit accounts are competitive in the current
environment and include money market accounts and a variety of interest-
bearing transaction accounts.
In the lending area, the Bank primarily engages in consumer
lending, commercial lending and real estate lending activities.
Hudson United Bank offers a variety of trust services. At
December 31, 1993, the Trust Department had approximately $99,571,000 of
assets under management or in its custodial control.
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There are over 100 commercial banks throughout New Jersey, many
of which have offices in Northern New Jersey. In addition, large banks in
New York City compete for the business of New Jersey residents and
businesses located in HUBCO's primary areas of trade. A number of other
depository institutions compete for the business of individuals and
commercial enterprises in New Jersey including savings banks, savings and
loan associations, brokerage houses, financial subsidiaries of the retail
industry and credit unions. Other financial institutions, such as mutual
funds, consumer finance companies, factoring companies, and insurance
companies, also compete with HUBCO for both loans and deposits.
Competition for depositors' funds, for creditworthy loan customers and for
trust business is intense.
Despite intense competition with institutions commanding greater
financial resources, the Bank's supply of funds has imposed no substantial
impediment to its normal lending functions. While the Bank is limited to
making commercial loans to a single borrower in an amount not to exceed
fifteen percent of its capital and has a "house limit" significantly below
that level, it has, on occasion, arranged for participation by other banks
in larger loan accommodations.
The Bank has focused on becoming an integral part of the
communities it serves. Officers and employees are trained to meet the
needs of their customers and emphasis is placed on addressing the needs of
the local communities served.
HUBCO and its subsidiaries had 400 full-time employees and 87
part-time employees as of December 31, 1993, compared to 388 full-time and
68 part-time employees at the end of 1992.
(d) Financial Information about foreign and
domestic operations and export sales.
Not Applicable
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(e) Executive Officers of the Registrant
The following table sets forth certain information as to each
executive officer of HUBCO who is not a director.
NAME,AGE AND
POSITION WITH OFFICER OF PRINCIPAL OCCUPATION
HUBCO HUBCO SINCE DURING PAST FIVE YEARS
D. Lynn Van Borkulo- 1988 1st Sr. Vice President, Hudson
Nuzzo, 44 United Bank, Corporate
Secretary, HUBCO; at Hudson
United Bank since 1967. Last
five years has progressed from
V.P. and Sr. Trust Officer to
V.P. Commercial Loans, to S.V.P.
Corporate Affairs. Was promoted
to 1st SVP in 1988.
Christina L. Maier, 40 1987 Assistant Treasurer of HUBCO and
Senior Vice President and
Controller of the Bank; at
Hudson United Bank since 1979.
Last five years served as
Controller; promoted to Senior
Vice President in 1988.
-15-
(f) Statistical Disclosure Required Pursuant to
Securities Exchange Act, Industry Guide 3.
The statistical disclosures for a bank holding company
required pursuant to Industry Guide 3 are contained in HUBCO's 1992
Annual Report on pages 8-10 and 14-17, and on the following pages of
this Report on Form 10-K:
PAGES(S) OF
ITEM OF GUIDE 3 THIS REPORT
II. Investment Portfolio . . . . . . . . . . . . . . . . . 17
III. Loan Portfolio . . . . . . . . . . . . . . . . . . . . 18-20
IV. Summary of Loan Loss Experience. . . . . . . . . . . . 21-21a
V. Deposits . . . . . . . . . . . . . . . . . . . . . . . 22
VI. Return on Equity and Assets. . . . . . . . . . . . . . 23
VII. Short-Term Borrowings. . . . . . . . . . . . . . . . . 24-25
-16-
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM II
INVESTMENT PORTFOLIO
Book Value at End of Each Report Period
December 31
1993 1992 1991
(In Thousands of Dollars)
U.S. Treasury and Other U.S.
Government Agencies and
Corporations $391,098 $291,377 $ 89,613
State and Political Subdivisions 25,652 16,068 13,158
Other Securities 4,833 14,424 35,928
Common Stock 5,102 592 155
Preferred Stock 0 61 61
________ ________ ________
TOTAL $426,685 $322,522 $138,915
======== ======== ========
Maturities and Weighted Average Yield at End of Latest Reporting Period
MATURING
After One But After Five But
Within One Year Within Five Years Within Ten Years After Ten Years
Amount Yield Amount Yield Amount Yield Amount Yield
U.S. Treasury
and other
U.S. Government
Agencies and
Corporations $60,861 6.43% $277,079 6.17% $ 8,789 5.51% $44,433 5.35%
States and Political
Subdivisions 15,746 5.12 4,394 5.42 2,526 6.33 2,922 7.29
Other Securities 1,246 8.51 1,545 8.54 635 5.20 1,407 8.46
Common Stock 5,102 2.46 -- -- -- -- -- --
Preferred Stock 0 -- -- -- -- -- -- --
_______ ____ ________ ____ _______ ____ _______ ____
TOTAL $82,955 5.97% $283,018 6.17% $11,950 5.67% $48,762 5.55%
======= ======== ======= =======
Weighted average yields on tax-exempt obligations have been computed on a
fully tax-equivalent basis assuming a tax rate of 35 percent.
-17-
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM III
LOAN PORTFOLIO
Types of Loans At End of Each Reported Period
December 31
1993 1992 1991 1990 1989
Commercial, Financial,
and Agricultural $119,563 $129,550 $132,090 $118,734 $107,335
Real Estate -
Construction 7,117 3,777 3,108 7,422 7,102
Real Estate -
Mortgage 330,018 298,995 257,064 157,558 136,101
Installment 77,945 86,903 77,334 86,766 112,510
Lease Financing 122 1,644 6,158 14,258 26,338
Foreign -- -- -- -- --
________ ________ ________ ________ ________
TOTAL $534,765 $520,869 $475,754 $384,738 $389,386
======== ======== ======== ======== ========
-18-
HUBCO, Inc. and Subsidiaires
S.E.C. GUIDE 3 - ITEM III
LOAN PORTFOLIO
The following table shows the maturity of loans (excluding residential
mortgages of 1-4 family residences, installment loans and lease financing)
outstanding as of December 31, 1993. Also provided are the amounts due after
one year classified according to the sensitivity to changes in interest rates.
Maturities and Sensitivity to Changes in Interest Rates
MATURING
After One After
Within But Within Five
One Year Five Years Years Total
Commercial, Financial,
and Agricultural $ 58,037 $32,990 $28,536 $119,563
Real Estate Construction 5,652 1,465 - 0 - 7,117
Real Estate - Mortgage 75,722 43,897 18,571 138,190
________ _______ _______ ________
TOTAL $139,411 $78,352 $47,107 $264,870
======== ======= ======= ========
INTEREST SENSITIVITY
Fixed Variable
Rate Rate
Due After One But Within Five Years $48,815 $29,537
Due After Five Years 26,501 20,606
_______ _______
TOTAL $75,316 $50,143
======= =======
-19-
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM III
LOAN PORTFOLIO
Nonaccrual, Past Due and Restructured Loans
December 31
1993 1992 1991 1990 1989
____ ____ ____ ____ ____
(In Thousands of Dollars)
Loans accounted for on
a nonaccrual basis $5,534 $4,248 $4,160 $8,224 $3,332
Loans contractually past
due 90 days or more as
to interest or principal
payments 1,443 1,409 1,181 894 1,778
Loans whose terms have
been renegotiated to
provide a reduction or
deferral of interest
or principal because of a
deterioration in the
financial position of
the borrower 2,177 2,257 3,527 808 - 0 -
At the end of the reporting period, there were no loans not
disclosed under the preceding two sections where known information about
possible credit problems of borrowers causes management of the Company
to have serious doubts as to the ability of such borrowers to comply
with the present loan repayment terms and which may result in disclosure
of such loans in the two preceding sections in the future.
At December 31, 1993 and 1992, there were no concentrations of
loans exceeding 10% of total loans which are not otherwise disclosed as
a category of loans pursuant to Item III.A. of Guide 3.
-20-
HUBCO, Inc. and Subsidiaires
S.E.C. GUIDE 3 - ITEM IV
SUMMARY OF LOAN LOSS EXPERIENCE
The following is a summary of the activity in the allowance for possible loan
losses, broken down by loan category:
Year Ended December 31
1993 1992 1991 1990 1989
Amount of Loans Outstanding at End of Year $534,765 $520,869 $475,754 $384,738 $389,386
======== ======== ======== ======== ========
Daily Average Amount of Loans $529,340 $520,305 $414,667 $375,123 $393,940
======== ======== ======== ======== ========
Balance of Allowance for Possible
Loan Losses at Beginning of Year $ 7,605 $ 6,698 $ 5,232 $ 3,012 $ 2,195
Loans Charged Off:
Commercial, Financial and Agricultural (637) (4,622) (2,038) (338) (54)
Real Estate - Construction -- -- -- -- --
Real Estate - Mortgage (138) (227) (237) (70) --
Installment (283) (337) (336) (820) (377)
Lease Financing (122) (355) (364) (1,100) (873)
________ _________ _________ _________ ________
Total Loans Charged Off (1,180) (5,541) (2,975) (2,328) (1,304)
======== ========= ========= ========= ========
Recoveries of Loans Previously Charged Off:
Commercial, Financial and Agricultural 141 609 185 40 2
Real Estate-Construction -- -- -- -- --
Real Estate-Mortgage 59 8 -- -- --
Installment 104 57 120 93 76
Lease Financing 82 158 337 265 183
________ ________ ________ ________ ________
Total Recoveries 386 832 642 398 261
________ ________ ________ ________ ________
Net Loans Charged Off (794) (4,709) (2,333) (1,930) (1,043)
Provision Charged to Expense 3,600 4,116 2,312 4,150 1,860
Additions Acquired Through Acquisitions 400 1,500 1,487 -- --
________ ________ ________ ________ ________
Balance at End of Year $ 10,811 $ 7,605 $ 6,698 $ 5,232 $ 3,012
======== ======== ======== ======== ========
Ratios
Net Loans Charged Off to
Average Loans Outstanding .15% .91% .58% .54% .26%
Allowance for Possible Loan
Losses to Average Loans
Outstanding 2.0% 1.5% 1.6% 1.4% .8%
-21-
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM IV
SUMMARY OF LOAN LOSS EXPERIENCE
ALLOWANCE FOR POSSIBLE LOAN LOSSES ALLOCATION
December 31, 1993 December 31, 1992 December 31, 1991 December 31, 1990 December 31, 1989
% of Loans % of Loans % of Loans % of Loans % of Loans
In Each In Each In Each In Each In Each
Category To Category To Category to Category to Category to
Amount Total Loans Amount Total Loans Amount Total Loans Amount Total Loans Amount Total Loans
Applicable To:
Domestic, Commercial
Financial and
Agricultural $ 3,693 22.36% $3,288 24.87% $3,349 27.77% $1,716 30.86% $1,850 27.57%
Real Estate --
Construction 86 1.33 187 .73 335 .65 650 1.93 - 1.82
Real Estate -- Mortgage 2,896 61.71 1,010 57.40 1,005 54.03 523 40.95 420 34.95
Installment 469 14.58 1,114 16.68 670 16.26 1,308 22.55 340 28.90
Lease Financing 31 .02 125 .32 335 1.29 785 3.71 402 6.76
Foreign - - - - - - - - - -
Unallocated 3,636 N/A 1,881 N/A 1,004 N/A 250 - - N/A
_______ _______ ______ _______ ______ _______ _______ _______ ______ _______
TOTAL $10,811 100.00% $7,605 100.00% $6,698 100.00% $5,232 100.00% $3,012 100.00%
The allowance for possible loan losses has been allocated according to the amount deemed to be
reasonably necessary to provide for the possibility of losses being incurred within the above categories
of loans at the date indicated.
-21a-
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM V
DEPOSITS
The following table sets forth average deposits and average rates for each of
the years indicated.
1993 1992 1991
Amount Rate Amount Rate Amount Rate
(In Thousands of Dollars)
Domestic Bank Offices:
Non-interest-bearing
demand deposits $185,848 $152,397 $113,504
Interest-bearing
demand deposits 112,836 2.74% 97,494 3.34% 63,348 4.84%
Savings deposits 342,540 2.58 278,925 3.26 174,557 4.86
Time deposits 251,128 3.37 303,029 4.54 197,020 6.53
Foreign bank offices -- -- --
________ ________ ________
TOTAL $892,352 $831,845 $548,429
======== ======== ========
Maturities of time certificates of deposit and other time deposits of $100,000
or more issued by domestic offices, outstanding at December 31, 1993 are
summarized as follows:
Time
Certificates Other Time
of Deposit Deposits Total
3 months or less $12,000 $--- $12,000
Over 3 through 6 months 5,030 --- 5,030
Over 6 through 12 months 4,636 --- 4,636
Over 12 months 1,985 --- 1,985
_______ ____ _______
$23,651 $--- $23,651
======= ==== =======
-22-
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM VI
RETURN ON EQUITY AND ASSETS
Year Ended December 31,
1993 1992 1991
Return on Average Assets 1.44% 1.05% .82%
Return on Average Equity 19.34 17.38 12.75
Dividend Payout Ratio 23.00 25.04 33.44
Average Equity to Average
Assets Ratio 7.44 6.04 6.45
-23-
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM VII
SHORT-TERM BORROWINGS
The following table shows the distribution of the Company's short-term
borrowings and the weighted average interest rates thereon at the end of
each of the last three years. Also provided are the maximum amount of
borrowings and the average amounts of borrowings as well as weighted
average interest rates for the last three years. The term for each type
of borrowing disclosed is one day.
Federal Funds
Purchased and
Securities Sold
Under Agreement Other Short-
to Repurchase Term Borrowings
(In Thousand of Dollars)
Year ended December 31:
1993 $19,629 $1,000
1992 14,133 1,000
1991 12,040 1,000
Weighted average interest
rate at year end:
1993 2.50% 2.95%
1992 2.92 3.05
1991 4.02 4.22
Maximum amount outstanding
at any month's end:
1993 $29,269 $1,000
1992 17,010 1,000
1991 24,574 1,000
Average amount outstanding
during the year:
1993 $14,603 $ 938
1992 14,500 928
1991 13,790 929
-24-
Federal Funds
Purchased and
Securities Sold
Under Agreement Other Short-
to Repurchase Term Borrowings
(In Thousand of Dollars)
Weighted average interest
rate during the year:
1993 2.28% 3.09%
1992 3.31 4.00
1991 4.79 6.11
-25-
ITEM 2. PROPERTIES
The corporate headquarters of HUBCO and the main office of Hudson United
Bank are located in a four story facility in Union City, New Jersey.
The property is approximately 42,400 square feet and is owned by Hudson
United Bank. Hudson United Bank occupies 36 additional branch offices,
of which 18 are owned and 18 are leased.
All leased properties have rental payments at or below fair market
value. Of the eighteen properties leased, one has an option to purchase
and nine have renewal options for terms of five to sixty-four years.
The remaining eight locations have expiration dates ranging from 1995-
2005.
The data processing and deposit services center for the Bank is located
in a two-story building in Union City, New Jersey, which is
approximately 14,000 square feet. The building is owned by HUBCO and
leased to Hudson United Bank. HUBCO has outgrown the space at its
headquarter's office and commencing in late December 1993, HUBCO
actively undertook a search for additional space to expand its
headquarter's operations. In March of 1994, HUBCO purchased a 64,350
square foot building in Mahwah, New Jersey, to house the executive
offices of HUBCO and the Company's data processing subsidiary.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, lawsuits and claims may be
brought by and may arise against HUBCO and its subsidiaries. In the
opinion of management, no legal proceedings which have arisen in the
normal course of the Company's business and which are presently pending
or threatened against HUBCO or its subsidiaries, when resolved, will
have a material adverse effect on the business or financial condition of
HUBCO or any of its subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Shareholders of HUBCO
during the fourth quarter of 1993.
-26-
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
As of December 31, 1993, HUBCO had approximately 1,596
shareholders.
HUBCO's common stock was listed on the American Stock Exchange
during 1992. Effective March 1, 1993, HUBCO is listed on the Nasdaq
National Market. The following represents the high and low sale prices
from each quarter during the last two years. The numbers have been
restated to reflect a 10% stock dividend paid by HUBCO on June 1, 1993.
1993
High Low
1st Quarter $24 5/8 $16
2nd Quarter 24 3/8 19
3rd Quarter 25 1/4 20 1/4
4th Quarter 24 1/4 20
1992
High Low
1st Quarter $12 1/2 $ 8 3/8
2nd Quarter 12 5/8 10 5/8
3rd Quarter 13 11 3/8
4th Quarter 16 7/8 12
The following table shows the per share quarterly cash dividends
paid upon the common stock over the last two years.
1993 1992
March 1 $.10 March 1 $.09
June 1 .11 June 1 .09
September 1 .11 September 1 .09
December 1 .12 December 1 .10
December 1 .03 (extra) December 1 .03 (extra)
Dividends are generally declared within 30 days prior to the
payable date, to stockholders of record l0-20 days after the declaration
date.
-27-
ITEM 6. SELECTED FINANCIAL DATA
(In Thousands Except For Per Share Amounts)
Reference should be made to pages 4-6 of this Report on Form
10-K for a discussion of recent acquisitions which affect the
comparability of the information contained in this table.
1993 1992 1991 1990 1989
Net Interest Income $ 47,018 $ 41,013 $ 26,472 $ 22,991 $ 23,293
Provision for Loan 3,600 4,116 2,312 4,150 1,860
Losses
Net Income 14,202 9,641 5,021 2,215 3,309
Per Share Data(1)
Net Income 2.06 1.58 1.01 .45 .67
Cash Dividends .47 .40 .33 .33 .33
Declared
Balance Sheet Totals:
Total Assets-12/31 1,041,825 931,911 673,159 595,128 548,132
Long Term Debt-12/31 - - 763 831 899
Average Equity - 73,451 55,467 39,367 37,634 37,123
for year
Average Assets - 987,894 918,116 610,297 549,704 530,556
for year
(1) Per share data is adjusted retroactively to reflect a 10% stock
dividend paid November 15, 1991 to stockholders of record on November 6,
1991, and a 10% stock dividend paid June 1, 1993 to stockholders of
record on May 11, 1993.
ITEM 7.
HUBCO'S 1993 Annual Report contains on pages 6 through 22,
the information required by Item 7 and that information is
incorporated herein by reference. That discussion is supplemented
by the following information.
On March 18, 1994, HUBCO entered into an interest rate exchange
agreement (the "agreement") for the purpose of hedging the interest
rate related to the $25,000,000 subordinated debt issued in January,
1994. The agreement is a contractual agreement between HUBCO and its
counterparty to exchange fixed and floating rate interest obligations
without exchange of the underlying notional amount of $25,000,000.
The agreement was entered into in an effort to lower the overall
cost of borrowings. such agreement involves interest rate risk. If
interest rates increase, the benefit resulting from the agreement
-28-
will be diminished. The notional principal amount is used to
express the volume of the transaction involved in this agreement;
however, this amount does not represent exposure to credit loss.
HUBCO's counterparty to the agreement is the fixed rate payor on the
agreement and HUBCO is the floating rate payor on the agreement. The
The floating rate is reset every three months. As of the date of the
agreement, the net reduction in the interest rate on the subordinated
debt was 1.65%. The original term of this agreement is 3 years.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HUBCO's 1992 Annual Report contains on pages 23 through 36,
the information required by Item 8 and that information is
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
In March 1991, the Audit Committee of the Board of Directors
of the Company recommended that Arthur Andersen be engaged as the
Company's independent accountants to audit the books and records
of the Company for 1991. The Company did not have any
disagreement with Ernst & Young on any matter of accounting
principles or practice, financial statement disclosure, or
auditing scope or procedure. Ernst & Young's year-end reports
did not contain an adverse opinion or a disclaimer of opinion and
were not qualified as to uncertainty, audit scope, or accounting
principles. The Audit Committee's recommendation was approved by
the Board of Directors on March 26, 1991.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
HUBCO's Proxy Statement for its 1994 Annual Meeting on
pages 4 to 6, under the caption "Proposal I - Election of
Directors", contains the information required by Item 10 with
respect to directors of HUBCO and certain information with
respect to executive officers and that information is
incorporated herein by reference. Certain additional information
regarding executive officers of HUBCO, who are not also
directors, appears under subsection (e) of Item 1 of this Form
10-K.
ITEM 11. EXECUTIVE COMPENSATION
HUBCO's Proxy Statement for its 1994 Annual Meeting
contains on pages 10 to 20, under the caption "Executive
Compensation", and on page 22 under the caption "Compensation
Committee Interlocks and Insider Participation", the information
required by Item 11 and that information is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
-29-
HUBCO's Proxy Statement for its 1994 Annual Meeting
contains on pages 7 to 9, under the caption "Stock Ownership of
Management and Principal Shareholders", the information required
by Item 12 and that information is incorporated herein by
reference. The Company knows of no person or group which is the
beneficial owner of more than five percent of any class of the
Company's voting securities, except as set forth on pages 7 and 8
of HUBCO's Proxy Statement for its 1994 Annual Meeting.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
HUBCO's Proxy Statement for its 1994 Annual Meeting on
page 22 under the captions "Compensation Committee Interlocks and
Insider Participation" and "Certain Transactions with
Management", contains the information required by Item 13 and
that information is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) (1) & (2) List of Financial Statements and Financial
Statement Schedules
The below listed consolidated financial statements and
report of independent public accountants of HUBCO, Inc.
and subsidiaries, included in the Annual Report of the
Registrant to its Shareholders for the year ended
December 31, 1993, are incorporated by reference in
Item 8:
Reports of Independent Public Accountants
Consolidated Balance Sheets at
December 31, 1993 and 1992
Consolidated Statements of Income for the Years
Ended December 31, 1993, 1992 and 1991
Consolidated Statements of Changes in Stockholders'
Equity for the Years Ended December 31, 1993,
1992 and 1991
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1993, 1992 and 1991
Notes to Consolidated Financial Statements
Schedules to the Consolidated Financial Statements required
by Article 9 of Regulation S-X are not required under the related
instructions or are inapplicable, and therefore have been
omitted.
-30-
(a) (3) Exhibits
List of Exhibits
(2a) Agreement and Plan of Reorganization dated as
of May 21, 1993, between HUBCO, Hudson and
Statewide, together with Exhibit A, the Plan of
Conversion. (Incorporated by reference from the
Company's Current Report on Form 8-K dated May
21, 1993.)
(2b) Agreement and Plan of Merger dated as of November 8, 1993,
between HUBCO, Inc., Hudson United Bank and Washington
Bancorp, Inc. and Washington Savings Bank. (Incorporated
by reference from the Company's Current Report on Form 8-K
dated November 8, 1993.)
(3a) The Certificate of Incorporation of HUBCO, Inc.
filed May 5, 1982 and amendments to the Certificate
of Incorporation, dated November 22, 1983, January 30,1984
January 11, 1985, July 17, 1986, March 25, 1987, April 26,
1991, November 26, 1991, March 25, 1992 and May 17,
1993.
(3b) The By-Laws of HUBCO, Inc.
(4) Indenture dated as of January 14, 1994 between HUBCO, Inc.
and Summit Bank as Trustee for $25,000,000 7.75%
Subordinated Debentures due 2004.
(10a) Employment contract with Kenneth T. Neilson.
(Incorporated by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991,
Exhibit (10a).
(10b) Employment contract with James E. Schierloh.
(Incorporated by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991,
Exhibit (10b).
(10c) Employment contract with D. Lynn Van Borkulo.
(Incorporated by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1991,
Exhibit (10c).
(10d) Collective Bargaining Agreement with Local 153 of the
Office and Professional Employees International Union,
dated January 26, 1993. (Incorporated by reference from
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, Exhibit (10d).
-31-
(10e) Purchase and Assumption Agreement dated April 14, 1993,
among the Company, Hudson United Bank, Ramapo Financial
Corporation and The Ramapo Bank. (Incorporated by
reference from the Company's Current Report on Form 8-K
dated April 14, 1993.)
(13) 1993 Annual Report to Shareholders
(22) List of Subsidiaries.
(24) Consent of Arthur Andersen & Co.
(b) Reports on Form 8-K
Form 8-K dated November 8, 1993
Item 5. Other Events --
Reported on the announcement by the Company that it
and its principal subsidiary, Hudson United Bank,
have entered into an Agreement and Plan of Merger
with Washington Bancorp, Inc. and Washington
Savings Bank, pursuant to which HUBCO will acquire
Washington Bancorp, Inc. for a combination of
securities and cash.
Item 7. Exhibits --
Included Agreement and Plan of Merger dated as of November
8, 1993, Stock Option Agreement between Washington
Bancorp, Inc. and HUBCO, Inc. dated November 8, 1993 and
press release dated November 8, 1993.
-32-
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.
HUBCO, INC.
By:s/ James E. Schierloh
James E. Schierloh
Chairman of the Board
Dated: March 22, 1994
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 and on the dates indicated.
Signature Title Date
s/James E. Schierloh Chairman of the
James E. Schierloh Board and Director March 22, 1994
s/Kenneth T. Neilson President and March 22, 1994
Kenneth T. Neilson Director
s/Robert J. Burke Director March 22, 1994
Robert J. Burke
s/Henry G. Hugelheim Director March 22, 1994
Henry G. Hugelheim
s/Harry J. Leber Director March 22, 1994
Harry J. Leber
s/Charles F.X. Poggi Director March 22, 1994
Charles F. X. Poggi
s/Sr. Grace Frances Strauber Director March 22, 1994
Sister Grace Frances
Strauber
-33-
s/Edwin Wachtel Director March 22, 1994
Edwin Wachtel
s/Christina L. Maier Assistant March 22, 1994
Christina L. Maier Treasurer