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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM l0-K
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/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, 1995
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.
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(Exact name of registrant as specified in its Charter)
New Jersey 22-2405746
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
1000 MacArthur Blvd.
Mahwah, New Jersey 07430
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 236-2600
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 Series A Preferred Stock
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(Title of Class) (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 12 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 12, 1996 was $276,528,553.
The number of shares of Registrant's Common Stock, no par value,
outstanding as of March 12, 1996 was 13,655,731.
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DOCUMENTS INCORPORATED BY REFERENCE
Part(s) Into
Documents Which Incorporated
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Annual Report to Shareholders Part I
for the fiscal year ended Part II
December 31, 1995 ("HUBCO's 1995
Annual Report"), pages 6 through 29
The information contained in the
Registrant's Proxy Statement
which is expected to be filed within 120
days of fiscal year-end 1995 to be used
in connection with the Annual Meeting of
Shareholders which is anticipated to
be held June 11, 1996
("HUBCO's Proxy Statement
for its 1996 Annual Meeting")
under the captions "Election of Directors",
"Executive Compensation", "Stock Ownership of
Management and Principal Shareholders",
"Compensation Committee Interlocks and
Insider Participation" and "Certain
Transactions with Management".
Notwithstanding the foregoing, the
information contained in HUBCO's
Proxy Statement for its 1996
Annual Meeting pursuant to Items 402(k)
and 402(1) of Regulation S-K is not
incorporated by reference and is not
to be deemed part of this report. (Registrant
anticipates that its 1996 Annual Meeting Proxy
Statement will take the form of a Joint
Proxy Statement Prospectus, and will initially be
filed as part of a Registration Statement on
Form S-4.) Part III
With the exception of information specifically incorporated by reference,
HUBCO's 1996 Annual Report and HUBCO's Proxy Statement for its 1996 Annual
Meeting are not to be deemed part of this report.
2
HUBCO, INC.
Form l0-K Annual Report
For The Fiscal Year Ended December 31, 1995
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 ("HUB" or the "Bank") for the purpose of creating a
bank holding company for the Bank. HUBCO directly owns the Bank and a brokerage
subsidiary, HUB Investment Services, Inc. HUBCO is also the indirect owner,
through the Bank, of an investment subsidiary and three real estate holding
companies. In addition, HUBCO, through the Bank, holds a 50% interest in a data
processing and imaged check processing company. Each of HUBCO's direct and
indirect subsidiaries is described in Item 1.
Recent Growth of HUBCO and Hudson United Bank
On January 12, 1996 the Company acquired all of the outstanding shares of
Growth Financial Corp. ("Growth") based in Basking Ridge, New Jersey. Each share
of Growth common stock was converted into .69 shares of the Company's common
stock for a total of 1,234,500 shares issued. At December 31, 1995, Growth
reported total assets, deposits and stockholders equity of $127,695,000,
$110,259,000 and $13,835,000, respectively. The transaction adds three branches
to the Company's franchise and will be accounted for as a pooling-of-interests.
On February 29, 1996, the Company acquired the three New Jersey branches of
CrossLand Federal Savings Bank based in Brooklyn, New York in a cash purchase.
The Company paid a deposit premium of $3,099,514 and, in its preliminary
settlement, assumed deposits of $61,281,090. The acquisition will be accounted
for as a purchase.
On February 6, 1996, the Company and Lafayette American Bank and Trust
Company ("Lafayette") signed a definitive agreement under which the Company will
acquire Lafayette in a merger which is intended to be a tax free transaction and
which the Company anticipates will be accounted for as a pooling-of-interests.
Each of the outstanding shares of Lafayette will be exchanged for .588 shares of
the Company's common stock.
At December 31, 1995, Lafayette had total assets of $735 million, deposits
of $636 million, and shareholders' equity of $59 million, and net income of $19
million for the year ended December 31, 1995.
The merger is conditioned upon necessary bank regulatory approvals, the
approval of stockholders of the Company and Lafayette, and
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other customary conditions. It is anticipated that the merger will be
consummated in the third quarter of 1996.
The Company's acquisition philosophy is to seek in-market or contiguous
market opportunities which can be accomplished with little dilution to earnings.
From October 1990 through December 1995, the Company has acquired the assets and
liabilities of eleven institutions, adding to its assets and liabilities a total
in excess of $1 billion and expanding its branch network from 15 branches to 57
branches. Over 60% of these assets and liabilities were acquired through
government assisted transactions which allowed 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 transactions which the Company believes present a different level of
risk than the risk presented in government assisted transactions.
Summary of Acquisitions
The following chart summarizes the other acquisitions undertaken by the
Company since October 1990:
Deposits Loans
Government Purchase Assumed Purchased Branches
Institution Assisted Price (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
Polifly Savings Bank ....................... Yes $ 6,180,000 $104.4 $ .5 4
Washington Savings Bank .................... No $40,500,000(3) $237.8 $168.5 8
Shoppers Charge Accounts ................... No $16,300,000(4) -- $ 55.6 --
Jefferson National Bank .................... No $ 9,700,000(5) $ 85.0 $ 41.0 4
Urban National Bank ........................ No $38,200,000(6) $204.0 $ 90.0 9
- ----------
(1) Represents the purchase price paid to the shareholders of Meadowlands
National Bank.
(2) Represents the amount paid as purchase price to Ramapo Bank, the owner of
the assets immediately prior to closing.
(3) Represents the purchase price paid to the shareholders of Washington
Bancorp.
(4) Represents the purchase price paid to the shareholders of the Shoppers
Charge Accounts Co.
(5) Represents the purchase price paid to the shareholders of Jefferson
National Bank.
(6) Represents the purchase price paid to the shareholders of Urban National
Bank.
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 its recent and pending acquisitions.
The Company intends to continue to seek acquisition opportunities in its
market area. There can be no assurance that the Company will be able to acquire
additional financial institutions or, if additional
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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. At that time, the Company had approximately
10.3 million shares outstanding (adjusted for the 1995 3-for-2 stock split). The
program may be discontinued or suspended at any time, and there is no assurance
that the Company will purchase the full amount authorized. The acquired shares
are to be held in treasury to be used for stock option and other employee
benefit plans, preferred stock conversion or in connection with the issuance of
common stock in pending or future acquisitions accounted for under the purchase
method of accounting. During 1995, the Company purchased 302,000 shares at an
aggregate cost of $4.9 million.
In April 1994, the Company purchased a new corporate headquarters in
Mahwah, New Jersey. The 64,350 square foot facility was renovated during the
year and, as of March 1995, houses the executive offices of the Company and the
Company's data processing joint venture company.
Other Subsidiaries
In 1983, HUBCO formed a directly owned subsidiary called HUB Financial
Services, Inc., which was, in 1995 a wholly owned data processing subsidiary. On
November 6, 1995, HUBCO sold 50% of the stock in HUB Financial Services, Inc. to
United National Bank. HUBCO simultaneously made a capital contribution of the
remaining 50% to Hudson United Bank. The joint venture is operating pursuant to
the provisions of the Bank Service Corporation Act. Simultaneously with the sale
of 50% to United
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National Bank, the name of HUB Financial Services, Inc. was changed to United
Financial Services, Inc.("UFS"). UFS provides data processing and imaged check
processing services to both of its owner banks and offers such services to other
institutions.
As of December 31, 1995 $379,382,644 of the Bank's investment portfolio is
being managed by a subsidiary company, Hendrick Hudson Corp. of New Jersey. This
subsidiary was established in 1987 to operate under state tax law as an
investment company.
In February, 1995 HUBCO established a directly owned subsidiary called HUB
Investment Services, Inc. This wholly owned subsidiary provides full Brokerage
Services and products including mutual funds and annuities through an agreement
with BFP Financial Partners, Inc. which is a subsidiary of Legg Mason, Inc.
Hudson United Bank also owns several real estate holding companies.
Lafayette Development Corp. was incorporated by Hudson United Bank and is
presently inactive. JNB Holdings, Inc. was created by Jefferson National Bank
and holds title to OREO properties upon which Jefferson National Bank had
foreclosed. UNB Holdings, Inc. was created by Urban National Bank and holds
title to OREO properties upon which Urban National Bank had foreclosed. Sole
ownership of JNB Holdings and UNB Holdings passed to Hudson United Bank upon
merger of the respective predecessor banks into Hudson United Bank.
Unionization of Hudson United Bank
Hudson United Bank is administratively divided into four administrative
regions: the Bergen, Hudson, Passaic and Essex regions. Thirteen branches,
primarily in the Hudson region, of Hudson United Bank are unionized. Local 153
of the Office and Professional Employees International Union represents the
bank's clerical staff in the bargaining unit. Effective March 1, 1996 a
three-year collective bargaining agreement was negotiated which provides for a
modest increase in wages, increased employee contributions towards the cost of
providing health care benefits and consolidation of all bargaining unit jobs
into one position. Currently, approximately 62% of the employees in the
bargaining unit are members of the union. The collective-bargaining agreement
expires February 28, 1999.
Regulatory Matters
There are a variety of statutory and regulatory restrictions governing the
relations among HUBCO and its subsidiaries:
Capital Adequacy Guidelines and Deposit Insurance
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), which became law in December of 1991, required each federal
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banking agency to revise its risk-based capital standards to ensure that those
standards take adequate account of interest rate risk, concentration of credit
risk and the risks of non-traditional activities. In addition, pursuant to
FDICIA, each federal banking agency has promulgated regulations, specifying the
levels at which a financial institution would be considered "well capitalized",
"adequately capitalized", "undercapitalized", "significantly undercapitalized",
or "critically undercapitalized", and to take certain mandatory and
discretionary supervisory actions based on the capital level of the institution.
The regulations implementing these provisions of FDICIA provide that an
institution will be classified as "well capitalized" if it (i) has a total
risk-based capital ratio of at least 10.0 percent, (ii) has a Tier 1 risk-based
capital ratio of at least 6.0 percent, (iii) has a Tier 1 leverage ratio for at
least 5.0 percent, and (iv) meets certain other requirements. An institution
will be classified as "adequately capitalized" if it (i) has a total risk-based
capital ratio of at least 8.0 percent, (ii) has a Tier 1 risk-based capital
ratio of at least 4.0 percent, (iii) has a Tier 1 leverage ratio of (a) at least
4.0 percent, or (b) at least 3.0 percent if the institution was rated 1 in its
most recent examination, and (iv) does not meet the definition of "well
capitalized". An institution will be classified as "undercapitalized" if it (i)
has a total risk-based capital ratio of less than 8.0 percent, (ii) has a Tier 1
risk-based capital ratio of less than 4.0 percent, or (iii) has a Tier 1
leverage ratio of (a less than 4.0 percent, or (b) less than 3.0 percent if the
institution was rated 1 in its most recent examination. An institution will be
classified as "significantly undercapitalized" if it (i) has a total risk-based
capital ratio of less than 6.0 percent, (ii) has a Tier 1 risk-based capital
ratio of less than 3.0 percent, or (iii) has a Tier 1 leverage ratio of less
than 3.0 percent. An institution will be classified as "critically
undercapitalized" if it has a tangible equity to total assets ratio that is
equal to or less than 2.0 percent. An insured depository institution may be
deemed to be in a lower capitalization category if it receives an unsatisfactory
examination.
As of December 31, 1995, Hudson United Bank had a risk weighted capital
ratio of 13.88% and a leverage capital ratio of 7.20%. These ratios exceed the
requirements under the FDIC regulations. See also "Management's Discussion and
Analysis of Financial Condition and Results of Operation -- Capital".
Bank holding companies must comply with the Federal Reserve Board's
risk-based capital guidelines. 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. A 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 stockholders' 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 31, 1995, HUBCO's total
risk-based capital ratio was 17.21%, consisting of a Tier 1 ratio of 13.20% and
a Tier
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2 ratio of 4.01%. 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 1995, HUBCO had a leverage capital ratio of 7.56%.
FDICIA also required that the FDIC insurance assessments move from
flat-rate premiums to a system of risk-based premium assessments, in order to
recapitalize the Bank Insurance Fund ("BIF") at a reserve ratio specified in
FDICIA. In August 1995, the FDIC, in anticipation of BIF's imminent achievement
of a required 1.25% reserve ratio, reduced the deposit insurance premium rates
paid on BIF-insured banks from a range of $.23 to $.31 per $100 of deposits to a
range of $.04 to $.31 per $100 of deposits. The new rate schedule for the BIF
was made effective June 1, 1995. The FDIC refunded to BIF-insured institutions
the excess premiums they had paid for the period beginning on June 1, 1995. On
November 14, 1995, the FDIC voted to reduce annual assessments for the
semi-annual period beginning January 1, 1996 to the legal minimum of $2,000 for
BIF-insured institutions, except for institutions that are not well capitalized
and are assigned to higher supervisory risk categories. Deposits insured under
the Savings Association Insurance Fund ("SAIF") range between 23 and 31 cents.
Due to certain acquisitions, as of December 31, 1995, 85.9% of the Bank's
deposits were BIF-insured and 14.1% were SAIF-insured.
The provisions of FDICIA and the risk-based insurance assessment have not
had a material effect upon the financial position of HUBCO since the Bank
qualifies for the lowest assessment rate.
Restrictions on Dividend Payments
The holders of HUBCO Common Stock are entitled to receive dividends, when,
as and if declared by the Board of Directors of HUBCO out of funds legally
available therefore, subject to the preferential dividend rights of any
preferred stock that may be outstanding from time to time.
8
The only statutory limitation is that such dividends may not be paid when HUBCO
is insolvent. Because funds for the payment of dividends by HUBCO come primarily
from the earnings of HUBCO's bank subsidiary, as practical matter, restrictions
on the ability of HUB to pay dividends act as restrictions on the amount of
funds available for the payment of dividends by HUBCO.
As a New Jersey chartered commercial bank, HUB is subject to the
restrictions on the payment of dividends contained in the New Jersey Bank
Act("NJBA"). Under the NJBA, HUB may pay dividends only out of retained
earnings, and out of surplus to the extent that surplus exceeds 50% 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 dividend or
other distribution by HUB to HUBCO constitutes an unsafe or unsound practice.
HUBCO is also subject to Federal Reserve Bank ("FRB") policies which may,
in certain circumstances, to limit its ability to pay dividends. The FRB
policies require, among other things, that a bank holding company maintain a
minimum capital base. The FRB would most likely seek to prohibit any dividend
payment which would reduce a holding company's capital below these minimum
amounts.
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
10% 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.
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.
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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 the Bank is the
FDIC and the New Jersey Department of Banking (the "Department").
Interstate Banking Authority
The Riegle-Neale Interstate Banking and Branching Efficiency Act of 1994
(the "Interstate Banking and Branching Act") passed by Congress and signed into
law on September 29, 1994, significantly changed interstate banking rules.
Pursuant to the Interstate Banking and Branching Act, a bank holding company is
able to acquire banks in states other than its home state beginning September
29, 1995, regardless of applicable state law.
The Interstate Banking and Branching Act also authorizes banks to merge
across state lines, thereby creating interstate branches, beginning June, 1997.
Under such legislation, each state has the opportunity either to "opt out" of
this provision, thereby prohibiting interstate branching in such states, or to
"opt in" at an earlier time, thereby allowing interstate branching within that
state prior to June 1, 1997. Furthermore, a state may "opt in" with respect to
de novo branching, thereby permitting a bank to open new branches in a state in
which the bank does not already have a branch. Without de novo branching, an
out-of-state bank can enter the state only by acquiring an existing bank.
On February 29, 1996 the New Jersey General Assembly unanimously passed an
Interstate Banking/Branching Bill which "opts in", under the Interstate Banking
and Branching Act, but the method of entry would require domestic out-of-state
and international banks to acquire a bank or branch. The method of entry into
New Jersey would not be "de novo" under the legislation. The bill has been sent
to the Governor, but as of March 16, 1996 it had not yet been signed into law.
There can be no assurance that the bill will become law.
Cross Guarantee Provisions and Source of Strength Doctrine
Under the Financial Institutions Reform, Recovery and Enforcement Act of
1989 ("FIRREA"), a depository institution insured by the FDIC can be held liable
for any loss incurred by, or reasonably expected to be incurred by, the FDIC in
connection with (i) the default of a commonly controlled FDIC-insured depository
institution in danger of default. "Default" is defined generally as the
appointment of a conservatory or receiver and "in danger of default" is defined
generally as the existence of certain conditions, including a failure to meet
minimum capital
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requirements, indicative that a "default" is likely to occur in the absence of
regulatory assistance. These provisions have commonly been referred to as
FIRREA's "cross guarantee" provisions. Further, under FIRREA the failure to meet
capital guidelines could subject a banking institution to a variety of
enforcement remedies available to federal regulatory authorities, including the
termination of deposit insurance by the FDIC.
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 most
of 1995, HUBCO had three directly-owned subsidiaries -- Hudson United Bank, HUB
Investment Services, Inc. and HUB Financial Services, Inc. In November, HUB
Financial Services, Inc. was sold 50% to United National Bank and the other 50%
was donated to Hudson United Bank, structured as a joint venture. In addition,
HUBCO, through Hudson United Bank, indirectly owns four additional subsidiaries.
The historical growth of, and regulations 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 executive offices in Mahwah, New
Jersey. At December 31, 1995, the Bank operated out of 57 offices primarily 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. In April
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 (now a joint venture), which services the Bank's data processing and
check processing needs and offers its services to smaller banks in the New York
and New Jersey area.
At December 31, 1995, HUBCO through its subsidiaries had deposits of
$1,425,001,424, net loans of $837,033,227 and total assets of $1,613,193,529.
HUBCO ranked 6th among commercial banks and bank holding companies headquartered
in New Jersey in terms of asset size.
The Bank is a full service commercial bank and offers the services
generally performed by commercial banks of similar size and character, including
imaged checking, savings, and time deposit accounts, 24-hour telephone banking,
trust services, safe deposit boxes, secured and unsecured personal and
commercial loans, residential and commercial real estate loans, and
international services including import and export needs, foreign currency
purchases and letters of credit. 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,
1995, the Trust Department had $138,622,122 of assets under management or in its
custodial control.
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There are over 70 commercial banks throughout New Jersey, many of which
have offices in Northern New Jersey. In addition, large out-of-state banks
compete for the business of New Jersey residents and businesses located in
HUBCO's primary market. 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 other industries 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 580 full-time employees and 115 part-time
employees as of December 31, 1995, compared to 571 full-time and 108 part-time
employees at the end of 1994.
(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 Executive Vice President, HUBCO
Nuzzo, 47 and Hudson United Bank,
Corporate Secretary, HUBCO.
Richard I. Linhart, 52 1995 Executive Vice President, HUBCO
and Hudson United Bank,
(October 1995 -- Present)
Prior to Registrant, Mr.
Linhart was Executive Vice
President, Chief Administrative
and Financial Officer of NBT
Bancorp Inc., Norwich, NY.
(October 1990 -- September 1995)
Christina L. Maier, 42 1987 Assistant Treasurer of HUBCO and
Senior Vice President and
Controller of the Bank.
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(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 on the following pages of this Report on Form
10-K (Item I disclosures are contained on page 5 of HUBCO's 1995 Annual Report):
Pages(s) Of
Item Of Guide 3 This Report
--------------- -----------
II. Investment Portfolio................................. 16
III. Loan Portfolio....................................... 17-19
IV. Summary of Loan Loss Experience...................... 20-21
V. Deposits............................................. 22
VI. Return on Equity and Assets.......................... 23
VII. Short-Term Borrowings................................ 24
15
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM II
INVESTMENT PORTFOLIO
Book Value at End of Each Report Period
December 31,
----------------------------------
1995 1994 1993
---- ---- ----
(In Thousands of Dollars)
U.S. Treasury and Other U.S.
Government Agencies and
Corporations ..................... $537,989 $623,055 $506,900
State and Political Subdivisions ... 9,236 34,564 35,161
Other Securities ................... 3,908 7,126 8,970
Common Stock ....................... 15,291 9,426 5,264
-------- -------- --------
TOTAL ........................... $566,424 $674,171 $556,295
======== ======== ========
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 ........................ $121,762 5.33% $354,228 6.35% $22,448 6.16% $39,551 6.34%
States and Political Subdivisions .... 9,027 4.26 -- -- -- -- 209 7.50
Other Securities ..................... 262 8.49 3,185 7.32 461 3.49 -- --
Common Stock ......................... 15,291 3.87 -- -- -- -- -- --
-------- ---- -------- ---- ------- ---- ------- ----
TOTAL ........................... $146,342 5.12% $357,413 6.36% $22,909 6.11% $39,760 6.35%
======== ==== ======== ==== ======= ==== ======= ====
Weighted average yields on tax-exempt obligations have been computed on a
fully tax-equivalent basis assuming a tax rate of 35 percent.
16
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM III
LOAN PORTFOLIO
Types of Loans At End of Each Reported Period
December 31,
---------------------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Loans secured by real estate:
Residential mortgage loans
--fixed ..................... $118,719 $154,499 $139,509 $174,841 $156,113
Residential mortgage loans
--variable .................. 144,450 155,266 67,842 75,069 70,206
Residential home equity
loans ....................... 45,690 57,706 62,452 33,421 34,464
Construction loans ............ 15,082 9,804 8,075 4,428 3,823
Commercial mortgage loans ..... 161,145 137,832 108,036 115,413 95,468
-------- -------- -------- -------- --------
485,086 515,107 385,914 403,172 360,074
-------- -------- -------- -------- --------
Commercial and industrial loans:
Secured by real estate ........ 115,533 123,861 60,260 54,078 41,787
Other ......................... 115,518 83,694 154,116 141,677 171,654
-------- -------- -------- -------- --------
231,051 207,555 214,376 195,755 213,441
-------- -------- -------- -------- --------
Shoppers Charge credit cards .... 57,915 67,577 0 0 0
Other loans to individuals for
household, family and other
personal expenditures ......... 79,932 72,145 63,298 67,214 68,434
-------- -------- -------- -------- --------
Total Loan Portfolio ........ $853,984 $862,384 $663,588 $666,141 $641,949
======== ======== ======== ======== ========
17
HUBCO, Inc. and Subsidiaries
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, 1995. 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 ..................... $138,789 $36,195 $11,043 $186,027
Real Estate Construction ............... 15,083 -0- 68 15,151
Real Estate - Mortgage ................. 118,346 38,912 50,793 208,051
-------- ------- ------- --------
TOTAL .......................... $272,218 $75,107 $61,904 $409,229
======== ======= ======= ========
Interest Sensitivity
--------------------
Fixed Variable
Rate Rate
------- ---------
Due After One But Within Five Years .... $ 49,913 $26,552
Due After Five Years ................... 60,546 1,358
-------- -------
TOTAL ............................... $110,459 $25,194
======== =======
18
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 -- ITEM III
LOAN PORTFOLIO
Nonaccrual, Past Due and Restructured Loans
December 31,
---------------------------------------------------------------------------
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
(In Thousands of Dollars)
Loans accounted for on
a nonaccrual basis ............ $15,593 $19,456 $15,244 $15,368 $7,575
Loans contractually past
due 90 days or more as
to interest or principal
payments ...................... 5,473 3,187 3,560 4,165 12,013
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 ................... 745 732 2,177 2,257 3,527
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, 1995 and 1994, 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.
Recognition of interest on the accrual method is discontinued when based on
contractual delinquency and timely payment is not expected. A nonaccrual loan is
not returned to an accrual status until interest is received on a current basis
and other factors indicate collection ability is no longer doubtful.
19
HUBCO, Inc. and Subsidiaries
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
-------------------------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
Amount of Loans Outstanding at End of Year ............ $853,984 $862,384 $663,588 $666,141 $641,949
======== ======== ======== ======== ========
Daily Average Amount of Loans ......................... $850,936 $734,371 $665,349 $679,434 $584,437
======== ======== ======== ======== ========
Balance of Allowance for Possible
Loan Losses at Beginning of Year .................... $ 16,559 $ 14,109 $ 11,354 $ 9,181 $ 7,122
Loans Charged Off:
Commercial, Financial and Agricultural .............. (3,037) (653) (1,563) (5,896) (2,380)
Real Estate-Construction ............................ -- -- -- -- --
Real Estate-Mortgage ................................ (1,011) (5,833) (860) (915) (503)
Installment ......................................... (1,200) (311) (528) (555) (545)
Lease Financing ..................................... -- (13) (122) (355) (364)
-------- -------- -------- -------- --------
Total Loans Charged Off ............................... (5,248) (6,810) (3,073) (7,721) (3,792)
-------- -------- -------- -------- --------
Recoveries of Loans Previously Charged Off:
Commercial, Financial and Agricultural .............. 300 660 197 697 194
Real Estate-Construction ............................ -- -- -- -- --
Real Estate-Mortgage ................................ 668 129 120 18 4
Installment ......................................... 462 163 155 89 157
Lease Financing ..................................... 10 41 82 158 337
-------- -------- -------- -------- --------
Total Recoveries ...................................... 1,440 993 554 962 692
-------- -------- -------- -------- --------
Net Loans Charged Off ................................. (3,808) (5,817) (2,519) (7,432) (3,100)
Provision Charged to Expense .......................... 4,200 3,550 4,874 7,432 3,672
Additions Acquired Through Acquisitions ............... -- 4,717 400 1,500 1,487
-------- -------- -------- -------- --------
Balance at End of Year ................................ $ 16,951 $ 16,559 $ 14,109 $ 11,354 $ 9,181
======== ======== ======== ======== ========
Ratios
Net Loans Charged Off to
Average Loans Outstanding ......................... .45% .79% .38% 1.09% .53%
Allowance for Possible Loan
Losses to Average Loans
Outstanding ....................................... 1.99% 2.25% 2.12% 1.67% 1.57%
Management formally reviews the loan portfolio and evaluates credit risk on at
least a quarterly basis throughout the year. Such review takes into
consideration the financial condition of the borrowers, fair market value of
collateral, level of delinquencies, historical loss experience by loan category,
industry trends, and the impact of local and national economic conditions.
20
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 -- ITEM IV
SUMMARY OF LOAN LOSS EXPERIENCE
ALLOWANCE FOR POSSIBLE LOAN LOSSES ALLOCATION
December 31, 1995 December 31, 1994 December 31, 1993 December 31, 1992 December 31,1991
------------------- ------------------- ------------------ -------------------- -------------------
% 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:
Loans secured by real
estate:
Residential mortgage
loans fixed:......... $ 506 13.90% $ 1,490 17.92% $ 1,270 21.02% $ 1,930 26.25% $1,194 24.32%
Residential mortgage
loans variable....... 530 16.91 1,159 18.00 847 10.22 908 11.27 643 10.94
Residential home
equity loans.......... 228 5.35 265 6.69 282 9.41 114 5.02 92 5.37
Construction loans..... 113 1.77 70 1.14 113 1.22 341 0.66 459 0.60
Commercial mortgage
loans ................ 895 18.87 1,159 15.98 705 16.28 908 17.33 643 14.87
Commercial and
Industrial Loans:
Secured by real
estate............... 2,505 13.53 2,981 14.36 2,963 9.08 2,157 8.12 1,653 6.51
Other................ 963 13.53 828 9.70 1,975 23.22 1,249 21.27 1,194 26.74
Shoppers Charge
credit cards.......... 394 6.78 331 7.84 N/A N/A N/A N/A N/A N/A
Other loans to
individuals for
household, family and
other personal
expenditures ......... 417 9.36 222 8.37 652 9.54 1,817 10.09 1,377 10.66
Unallocated............ 10,400 N/A 8,054 N/A 5,302 N/A 1,930 N/A 1,926 N/A
------- ------ ------- ------ ------- ------ ------- ------- ------ ------
TOTAL $16,951 100.00% $16,559 100.00% $14,109 100.00% $11,354 100.00% $9,181 100.00%
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.
21
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.
Year Ended December 31,
--------------------------------------------------------------
1995 1994 1993
----------------- ---------------- -----------------
Amount Rate Amount Rate Amount Rate
---------- ---- --------- ---- ---------- ----
(In Thousands of Dollars)
Domestic Bank Offices:
Non-interest-bearing
demand deposits ....... $ 275,915 $ 273,491 $ 232,746
Interest-bearing
demand deposits ....... 233,000 2.75% 240,002 2.49% 203,118 2.53%
Savings deposits ....... 475,000 2.44 510,517 2.51 396,183 2.59
Time deposits .......... 442,014 3.97 369,222 2.84 328,116 3.41
---------- ---------- ----------
TOTAL ........... $1,425,929 $1,393,232 $1,160,163
========== ========== ==========
Maturities of certificates of deposit and other time deposits of $100,000 or
more issued by domestic offices, outstanding at December 31, 1995 are summarized
as follows:
Time Certificates Other Time
of Deposit Deposits Total
----------------- ---------- -------
(In Thousands of Dollars)
3 months or less ............. $47,832 $ -- $47,832
Over 3 through 6 months ...... 3,864 -- 3,864
Over 6 through 12 months ..... 10,076 -- 10,076
------- ---- -------
TOTAL ............... $61,772 $ -- $61,772
======= ==== =======
22
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 -- ITEM VI
RETURN ON EQUITY AND ASSETS
Year Ended December 31,
---------------------------
1995 1994 1993
----- ----- -----
Return on Average Assets .............. 1.46% 1.11% 1.07%
Return on Average Equity .............. 19.49 16.57 14.95
Dividend Payout Ratio ................. 33.52 26.47 29.25
Average Equity to Average
Assets Ratio ......................... 7.49 6.69 7.16
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:
1995 ...................... $20,654 $1,000
1994 ...................... 48,964 2,693
1993 ...................... 36,774 7,000
Weighted average interest rate
at year end:
1995 ...................... 5.34% 5.42%
1994 ...................... 4.44 5.16
1993 ...................... 2.69 2.84
Maximum amount outstanding
at any month's end:
1995 ...................... $68,199 $1,478
1994 ...................... 67,161 3,669
1993 ...................... 51,605 8,122
Average amount outstanding
during the year:
1995 ...................... $37,184 $1,552
1994 ...................... 37,162 4,305
1993 ...................... 31,385 2,934
Weighted average interest
rate during the year:
1995 ...................... 4.80% 3.93%
1994 ...................... 2.92 3.85
1993 ...................... 2.62 2.87
24
ITEM 2. PROPERTIES
The corporate headquarters of HUBCO is located in a three story facility in
Mahwah, New Jersey. The building is approximately 64,350 square feet and houses
the executive offices of the Company and its subsidiaries. The main office of
Hudson United Bank is located in the former corporate headquarters, a four story
facility in Union City, New Jersey, which is owned by Hudson United Bank. Hudson
United Bank occupies 56 additional branch offices, of which 32 are owned and 24
are leased.
All leased properties have rental payments at or below fair market value. Of the
twenty-four properties leased, nine have renewal options for terms of five to
fifteen years. The remaining nineteen locations have expiration dates ranging
from 1996-2005.
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 1995.
25
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
As of December 31, 1995, HUBCO had approximately 2,284 shareholders.
HUBCO's common stock 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 3 for 2 stock split effective
January 14, 1995.
1995
------------------------
High Low
------- ------
1st Quarter ............... $17.38 $14.67
2nd Quarter ............... 18.00 15.50
3rd Quarter ............... 21.13 17.25
4th Quarter ............... 22.13 19.25
1994
------------------------
High Low
------- ------
1st Quarter ............... $15.83 $13.42
2nd Quarter ............... 15.00 13.33
3rd Quarter ............... 15.17 13.13
4th Quarter ............... 15.00 12.50
The following table shows the per share quarterly cash dividends paid upon
the common stock over the last two years.
1995 1994
---- ----
March 1 ......... $.15 March 1 ......... $.08
June 1 .......... .15 June 1 .......... .08
September 1 ..... .15 September 1 ..... .10
December 1 ...... .15 December 1 ...... .10
Dividends are generally declared within 30 days prior to the payable date,
to stockholders of record l0-20 days after the declaration date.
26
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.
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Net Interest Income ....................... $ 81,102 $ 71,096 $ 59,039 $ 52,935 $ 38,043
Provision for Loan Losses.................. 4,200 3,550 4,874 7,432 3,672
Net Income ................................ 23,684 17,432 13,871 8,971 6,278
Per Share Data(1)
Net Income .............................. 1.82 1.36 1.06 .76 .62
Primary Fully Diluted ................... 1.79 1.33 1.06 .76 .62
Cash Dividends .......................... .60 .36 .31 .27 .22
Balance Sheet Totals:
Total Assets-12/31 ...................... 1,613,194 1,709,384 1,363,674 1,233,910 981,297
Long Term Debt-12/31 .................... 25,000 25,000 -- -- 763
Average Equity--for year ................ 121,525 105,318 92,786 75,371 58,919
Average Assets--for year ................ 1,622,811 1,572,935 1,296,773 1,215,108 908,192
- ----------
(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, a 10%
stock dividend paid June 1, 1993 to stockholders of record on May 11, 1993,
and a 3 for 2 stock split payable January 14, 1995 to record holders of
HUBCO Common Stock on January 3, 1995.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
HUBCO's 1995 Annual Report contains on pages 6 through 15 the information
required by Item 7 and that information is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HUBCO's 1995 Annual Report contains on pages 16 through 29 the information
required by Item 8 and that information is incorporated herein by reference.
27
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
HUBCO's Proxy Statement for its 1996 Annual Meeting under the caption
"Election of HUBCO Directors", will contain the information required by Item 10
with respect to directors of HUBCO and certain information with respect to
executive officers and that information is to be 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 1996 Annual Meeting will contain, under the
caption "Executive Compensation", and under the caption "Compensation Committee
Interlocks and Insider Participation", the information required by Item 11 and
that information is to be incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
HUBCO's Proxy Statement for its 1996 Annual Meeting will contain, under the
caption "Stock Ownership of Management and Principal Shareholders", the
information required by Item 12 and that information is to be incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
HUBCO's Proxy Statement for its 1996 Annual Meeting under the captions
"Compensation Committee Interlocks and Insider Participation" and "Certain
Transactions with Management", will contain the information required by Item 13
and that information is to be 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
28
HUBCO, Inc. and subsidiaries, included in the Annual Report of the
Registrant to its Shareholders for the year ended December 31, 1995,
are incorporated by reference in Item 8:
Reports of Independent Public Accountants
Consolidated Balance Sheets at
December 31, 1995 and 1994
Consolidated Statements of Income for the Years
Ended December 31, 1995, 1994 and 1993
Consolidated Statements of Changes in Stockholders'
Equity for the Years Ended December 31, 1995,
1994 and 1993
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1995, 1994 and 1993
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.
(a) (3) Exhibits
List of Exhibits
(2a) Agreement and Plan of Merger dated as of February 5, 1996,
between HUBCO, Inc. and Lafayette American Bank and Trust
Company.(Incorporated by reference from the Company's Current
Report on Form 8-K dated February 6, 1996.)
(2b) Stock Option Agreement dated as of February 5, 1996, between
HUBCO, Inc. and Lafayette American Bank and Trust Company.
(Incorporated by reference from the Company's Current Report on
Form 8-K dated February 6, 1996.)
(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, May 17, 1993, January 4, 1995, and June 1, 1995.
(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. (Incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, Exhibit (4))
29
(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, 1994, Exhibit (10a).)
(10b) Amendment to employment contract with Kenneth T. Neilson dated
as of January 1, 1995.
(10c) Employment contract with D. Lynn Van Borkulo-Nuzzo.
(Incorporated by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994, Exhibit
(10b).)
(10d) Amendment to employment contract with D. Lynn Van Borkulo-Nuzzo
dated as of January 1, 1995.
(10e) Employment contract with Richard I. Linhart.
(10f) 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))
(10g) Agreement and Plan of Merger dated October 7, 1994 between
HUBCO, Hudson United Bank and Jefferson National Bank.
(Incorporated by reference from the Company's Current Report on
Form 8-K filed October 20, 1994.)
(10h) HUBCO, Inc. Directors Deferred Compensation Plan.(Incorporated
by reference from the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, Exhibit (10g))
(10i) Amended and Restated Agreement and Plan of Merger, dated as of
February 14, 1995 and among Urban National Bank, HUBCO, Inc. and
HUBCO's New Jersey commercial bank subsidiary, Hudson United
Bank. (Incorporated by reference from the Company's Current
Report on Form 8-K filed February 23, 1995.)
(10j) Agreement and Plan of Merger dated as of August 18, 1995 among
HUBCO, Inc., Hudson United Bank, Growth Financial Corp and
Growth Bank. (Incorporated by reference from the Company's
Current Report on Form 8-K filed August 24, 1995.)
(13) Those portions of HUBCO's 1995 Annual Report which are
incorporated by reference into this 10-K.
(22) List of Subsidiaries.
(27) Financial Data Schedule.
(b) Reports on Form 8-K
Form 8-K filed October 19, 1995.
30
Item 5. Other Events --
Reported the declaration of the Company's regular quarterly cash
dividend. Also reported the Company's earnings for the
three-month and nine-month periods ended September 30, 1995.
Item 7. Exhibits --
Included two press releases regarding the above.
Form 8-K filed October 23, 1995.
Item 5. Other Events --
Reported the restatement of the Company's financial statements
in order to reflect the effect of recent acquisitions accounted
for as poolings-of-interest.
Items 7. Exhibits --
Included restated financial statements, pro forma financial
information and exhibits.
Form 8-K filed November 15, 1995.
Item 5. Other Events --
Reported jointly with United National Bancorp ("United") the
consummation of a joint venture between the Company's and
United's wholly owned bank subsidiaries under which each will
participate equally as owners of a financial services
corporation providing data processing, check processing,
management information services and other automated record
keeping functions for the two banks.
Item 7. Exhibits --
Included one press release, Stock Purchase and Stockholder
Agreement dated as of October 24, 1995 among HUB Financial
Services Inc., HUBCO, Inc., Hudson United Bank, United National
Bancorp and United National Bank, Data Processing Service and
Clearing Agency Agreement dated November 2, 1995 between United
National Bank and HUB Financial Services, Inc., Data Processing
Service and Clearing Agency Agreement dated November 2, 1995
between Hudson United Bank and HUB Financial Services, Inc.,
Administrative Services Agreement dated November 2, 1995 between
Hudson United Bank and HUB Financial Services, Inc.
Form 8-K filed December 1, 1995.
Item 5. Other Events --
Reported the announcement by the Company of the signing of an
agreement to acquire the three New Jersey branches of CrossLand
Federal Savings Bank.
Item 7. Exhibits --
Included a press release and the Agreement dated as of November
21, 1995 between CrossLand Federal Savings Bank and Hudson
United Bank.
31
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 15, 1996
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
- ---------------------------- Board and Director March 15, 1996
James E. Schierloh
/s/ KENNETH T. NEILSON President, CEO and March 15, 1996
- ---------------------------- Director
Kenneth T. Neilson
/s/ ROBERT J. BURKE Director March 15, 1996
- ----------------------------
Robert J. Burke
/s/ BRYANT D. MALCOLM Director March 15, 1996
- ----------------------------
Bryant D. Malcolm
/s/ Harry J. Leber Director March 15, 1996
- ----------------------------
Harry J. Leber
/s/ CHARLES F.X. POGGI Director March 15, 1996
- ----------------------------
Charles F. X. Poggi
/s/ SR. GRACE FRANCES STRAUBER Director March 15, 1996
- ----------------------------
Sister Grace Frances
Strauber
32
Signature Title Date
--------- ----- ----
/s/ W. PETER MCBRIDE Director March 15, 1996
- ----------------------------
W. Peter McBride
/s/ RICHARD I. LINHART Executive Vice March 15, 1996
- ---------------------------- President
Richard I. Linhart
/s/ CHRISTINA L. MAIER Assistant March 15, 1996
- ---------------------------- Treasurer
Christina L. Maier
33
Exhibit 22
LIST OF SUBSIDIARIES
SUBSIDIARIES OF HUBCO, INC.:
Hudson United Bank, organized under the banking laws of the State of
New Jersey.
HUB Investment Services, Inc., organized under the New Jersey Business
Corporation Act.
SUBSIDIARIES OF HUDSON UNITED BANK:
Hendrik Hudson Corp. of New Jersey, organized under the New Jersey Business
Corporation Act.
Lafayette Development Corp., organized under the New Jersey Business
Corporation Act.
JNB Holdings, Inc., organized under the New Jersey Business Corporation
Act.
UNB Holdings, Inc., organized under the New Jersey Business Corporation
Act.
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