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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, 1997
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 I.R.S. Employer
of Incorporation or organization) Identification No.
1000 MacArthur Blvd.
Mahwah, New Jersey 07430
- ---------------------------------------- ----------
(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 B Preferred Stock
-------------------------- ------------------------
(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. | |
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, as of March 19, 1998 was $789,756,682.
The number of shares of Registrant's Common Stock, no par value,
outstanding as of March 19, 1998 was 22,648,970.
DOCUMENTS INCORPORATED BY REFERENCE
Part(s) into
Documents Which Incorporated
--------- ------------------
Annual Report to Shareholders for the fiscal year
ended December 31, 1997 ("HUBCO's 1997 Annual
Report"), Part I
pages 8 through 42 Part II
The Registrant's Proxy Statement in connection
with the Annual Meeting of Shareholders to be held
April 22, 1998 ("HUBCO's Proxy Statement for its
1998 Annual Meeting") under the captions
"Elections 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 1998 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 Part III
With the exception of information specifically incorporated by reference,
HUBCO's 1997 Annual Report and HUBCO's Proxy Statement for its 1998 Annual
Meeting are not to be deemed part of this report.
HUBCO, INC.
Form l0-K Annual Report
For The Fiscal Year Ended December 31, 1997
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 ("Hudson United") for the purpose of creating a bank
holding company for Hudson United. HUBCO directly owns Hudson United, Lafayette
American Bank ("Lafayette" and together with Hudson United, the "Banks"). HUBCO
is also the indirect owner, through Hudson United and Lafayette, of three
investment subsidiaries and five real estate holding companies. In addition,
HUBCO, through Hudson United, 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 Subsidiaries
The Company's acquisition philosophy is to seek in-market or contiguous market
opportunities which can be accomplished with little or no dilution to earnings.
From October 1990 through December 1997, the Company has acquired seventeen
institutions, adding to its assets and liabilities a total in excess of $2.7
billion and expanding its branch network from 15 branches to 84 branches. Over
$700 million of these assets and liabilities were acquired through government
assisted transactions which allowed the Company to reprice deposits, review
loans and purchase only those loans which met its underwriting criteria. The
balance of the acquisitions were accomplished in traditional negotiated
transactions.
The Company completed two acquisitions in the first quarter of 1998 and also has
3 pending acquisitions, 2 which the Company expects to close by the second
quarter of 1998 and 1 which the Company expects to close by the third quarter of
1998. The Company also has pending the purchase of 22 branches from First Union
National Bank. See also "Management's Discussion and Analysis of Financial
Condition and Results of Operation--Acquisition Summary".
Summary of Acquisitions
The following chart summarizes the acquisitions undertaken by the Company since
October 1990. The amounts shown as "Purchase Price" represent either cash paid
or the market value of securities issued by HUBCO to the shareholders or owners
of the acquired entity:
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 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 6,000,000 122.9 46.7 6
Polifly Savings Bank Yes 6,180,000 104.4 0.5 4
Washington Savings Bank No 40,500,000 237.8 168.5 8
Shoppers Charge Accounts No 16,300,000 - 55.6 -
Jefferson National Bank No 9,700,000 85.0 41.0 4
Urban National Bank No 38,200,000 204.0 90.0 9
Growth Financial Corp No 25,600,000 110.0 102.0 3
CrossLand Federal Savings Bank No 3,000,000 60.6 - 3
Lafayette American Bank & Trust No 120,000,000 647.0 548.0 19
Hometown Bancorporation, Inc. No 31,600,000 162.0 98.9 2
UST Bank, CT No 13,700,000 95.3 70.1 4
Westport Bancorp, Inc. No 67,800,000 259.0 183.0 7
The Company's profitability and its financial condition may be significantly
impacted by its acquisition strategy and by the consummation of its recent
acquisitions.
The Company intends to continue to seek acquisition opportunities. There can be
no assurance that the Company will be successful in acquiring additional
financial institutions or, if additional financial institutions are acquired,
that these acquisitions will enhance the profitability of the Company.
On November 8, 1993, the Company's Board of Directors approved a stock
repurchase plan and authorized management to repurchase up to 10% of its
outstanding common stock per year. There is no assurance that the Company will
purchase the full amount authorized in any year. The acquired shares are to be
held in treasury to be used for stock option and other employee benefit plans,
preferred stock conversion, stock dividends or in connection with the issuance
of common stock in pending or future acquisitions. During 1997, the Company
purchased 2.0 million shares at an aggregate cost of $62.3 million. All of these
shares were reissued during 1997, primarily in connection with the conversion of
preferred stock to common stock, the 3% stock dividend paid to shareholders of
record as of November 13, 1997, and the exercise of stock options.
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 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 to
Lafayette.
In March, 1997, Hudson United established a directly owned subsidiary called HUB
Mortgage Investments, Inc. This wholly owned subsidiary owns approximately $200
million of mortgage loans and operates as a real estate investment trust.
As of December 31, 1997 $320.0 million of Hudson United's investment portfolio
is being managed by a subsidiary company, Hendrick Hudson Corp. of New Jersey.
This subsidiary was established in 1987 to operate as an investment company
under state law.
In February, 1995 HUBCO established a directly owned subsidiary called HUB
Investment Services, Inc. This wholly owned subsidiary provided Brokerage
Services through an agreement with BFP Financial Partners, Inc. which is a
subsidiary of Legg Mason, Inc. During 1996, HUBCO filed to change the name of
the company to HUB Financial Services, Inc. and HUB Financial Services, Inc.
obtained a series of insurance licenses and sells insurance products. In August,
1997, HUBCO made a capital contribution of this subsidiary to Hudson United. In
February of 1998, the agreement with BFP Financial Partners, Inc. was terminated
and all brokerage operations ceased. The subsidiary continues to sell insurance
products.
Hudson United Bank 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.
Lafayette owns two real estate holding companies. AMBA Realty Corporation and
AMBA II Realty Corporation were incorporated by Lafayette for the purpose of
holding, developing and disposing of properties obtained through foreclosure
proceedings. Lafayette also owns LAI Company, which was incorporated for the
purpose of investing in the common stock of other Connecticut based financial
institutions and is currently inactive.
Unionization of Hudson United Bank
Hudson United Bank was organized in 1952. Eleven branches are currently
unionized. Local 153 of the Office and Professional Employees International
Union represents the clerical staff in those eleven branches. Effective March 1,
1996 a three-year collective bargaining agreement was negotiated which provided
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 job description. These eleven branches operate as an open shop and
approximately 64% of the employees in these branches 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"),
required each federal 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, 1997, Hudson United Bank had a risk weighted capital ratio of
12.5% and a leverage capital ratio of 7.8% and Lafayette had a risk weighted
capital ratio of 13.7% and a leverage capital ratio of 8.4%. These ratios exceed
the requirements to be considered a well capitalized institution under the FDIC
regulations.
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
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 31, 1997, HUBCO's total risk-based capital ratio was 16.6%, consisting
of a Tier 1 ratio of 10.3% and a Tier 2 ratio of 6.3%. 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 1997, HUBCO had a leverage capital ratio of 7.1%.
Hudson United and Lafayette are each members of the Bank Insurance Fund ("BIF")
of the FDIC. The FDIC also maintains another insurance fund, the Savings
Association Insurance Fund ("SAIF"), which primarily covers savings and loan
association deposits but also covers deposits that are acquired by a BIF-insured
institution from a savings and loan association ("Oakar deposits"). Hudson
United has approximately $109.6 million of deposits at December 31, 1997 with
respect to which Hudson United pays SAIF insurance premiums.
For the first three quarter of 1995, both SAIF-member and BIF-member
institutions paid deposit insurance premiums based on a schedule from $0.23 to
$0.31 per $100 of deposits. In August, 1995, the FDIC, in anticipation of the
BIF's imminent achievement of a required 1.25% reserve ratio, reduced the
deposit insurance premium rates paid by BIF-insured banks from a range of $0.23
to $0.31 per $100 of deposits to a range of $0.04 to $0.31 per $100 of deposits.
The new rate schedule for the BIF was made effective 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 the higher supervisory risk categories.
The Economic Growth and Regulatory Reduction Act of 1996 (the "1996 Act"),
signed into law on September 30, 1996, included the Deposit Insurance Funds Act
of 1996 (the "Funds Act") under which the FDIC was required to impose a special
assessment on SAIF assessable deposits to recapitalize the SAIF. As a result of
the Funds Act, HUB paid a special assessment of $825,000 for its SAIF deposits,
which it accrued in the third quarter of 1996. Under the Funds Act, the FDIC
also will charge assessments for SAIF and BIF deposits in a 5 to 1 ratio to pay
Financing Corporation ("FICO") bonds until January 1, 2000, at which time the
assessment will be equal. A FICO rate of approximately 1.29 basis points will be
charged on BIF deposits, and approximately 6.44 basis points will be charged on
SAIF deposits. The 1996 Act instituted a number of other regulatory relief
provisions.
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, subject to the preferential dividend rights of any preferred stock
that may be outstanding from time to time.
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 subsidiaries, as a practical matter,
restrictions on the ability of Hudson United and Lafayette 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, Hudson United is subject to the
restrictions on the payment of dividends contained in the New Jersey Bank
Act ("NJBA"). Under the NJBA, Hudson United may pay dividends only out of
retained earnings, and out of surplus to the extent that surplus exceeds 50% of
stated capital. Under the Banking Law of Connecticut (the "BLC"), Lafayette may
pay dividends only from its net profits, and the total of all dividends in any
calendar year may not (unless specifically approved by the Connecticut
Commissioner of Banking) exceed the total of its net profits of that year
combined with its retained net profits of the preceding two years. 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 distributions by
Hudson United or Lafayette to HUBCO constitutes an unsafe or unsound practice.
HUBCO is also subject 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. At
December 31, 1997, Hudson United had $118.9 million available and Lafayette had
$11.7 million available for the payment of dividends to HUBCO. At December 31,
1997, HUBCO had $95.5 million available for shareholder dividends, the payment
of which would not reduce any of its capital ratios below the minimum regulatory
requirements.
Restrictions on Transactions Between HUBCO and its Banking Subsidiaries
The Banking Affiliates Act of 1982, as amended, severely restricts loans and
extensions of credit by the Banks 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 Banks 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 Banks 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.
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
is the FDIC and the New Jersey Department of Banking and Insurance (the
"NJDOBI"), and for Lafayette is the FDIC and the Connecticut Department of
Banking (the "CTDOB).
Interstate Banking Authority
The Riegle-Neale Interstate Banking and Branching Efficiency Act of 1994 (the
"Interstate Banking and Branching Act") 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 April 17, 1996, New Jersey enacted legislation to opt-in with respect to
earlier interstate banking and branching and the entry into New Jersey for
foreign country banks. New Jersey did not authorize de novo branching into the
state.
In 1995, Connecticut enacted legislation to opt-in with respect to earlier
interstate banking and the entry into Connecticut of foreign country banks.
Connecticut authorizes de novo branching into the state only if the laws of the
home state of the out-of-state bank are reciprocal in that respect.
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 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.
(c) Narrative Description of Business
HUBCO exists primarily to hold the stock of its subsidiaries. During most of
1997, HUBCO had two directly-owned subsidiaries -- Hudson United and Lafayette.
In addition, HUBCO, through Hudson United, indirectly owns five additional
subsidiaries, and HUBCO, through Lafayette, indirectly owns three 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 its Banks
is HUBCO's principal asset. Dividends from Hudson United and Lafayette 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 Banks to HUBCO.
Hudson United Bank currently maintains its executive offices in Mahwah, New
Jersey. At December 31, 1997, Hudson United operated out of 57 offices primarily
in eight northern New Jersey counties. These offices are located in the northern
New Jersey counties of Bergen, Essex, Hudson, Morris, Passaic, Middlesex,
Somerset and Union. Lafayette maintains its executive offices in Bridgeport,
Connecticut. At December 31, 1997, Lafayette operated 27 offices in the
southwestern Connecticut counties of New Haven and Fairfield. HUBCO owns a
64,350 square foot building in Mahwah, New Jersey which houses the executive
offices of HUBCO and United Financial Services, Inc., which services the Banks'
data processing and check processing needs and offers its services to other
banks in the Connecticut, New York and New Jersey area.
At December 31, 1997, HUBCO through its subsidiaries had deposits of $2.31
billion, net loans of $1.77 billion and total assets of $3.05 billion. HUBCO
ranked 3rd among commercial banks and bank holding companies headquartered in
New Jersey in terms of asset size.
Each 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, cash management services, safe deposit boxes, insurance, stock, bond,
and mutual fund sales, 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 Banks' 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, and 3rd party credit card programs.
Hudson United and Lafayette offer a variety of trust services. At December 31,
1997, Hudson's Trust Department had approximately $277.7 million of assets under
management or in its custodial control and Lafayette's Trust Department had
approximately $559.0 million of assets under management or in its custodial
control.
There are numerous commercial banks headquartered in New Jersey and Connecticut,
which compete in the market areas serviced by HUBCO. In addition, large
out-of-state banks compete for the business of New Jersey and Connecticut
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 and Connecticut 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 Banks have been able to attract deposits and extend loans. While
each Bank may not exceed fifteen percent of its capital in a loan to a single
borrower, the Banks have a "house limit" significantly below that level. Each
Bank has, on occasion, arranged for participation by other banks in larger loan
accommodations.
Hudson United and Lafayette each have focused on becoming an integral part of
the community it serves. Officers and employees are incented to meet the needs
of their customers and to meet the needs of the local communities served.
HUBCO and its subsidiaries had 833 full-time employees and 187 part-time
employees as of December 31, 1997, compared to 827 full-time and 191 part-time
employees at the end of 1996, as restated to reflect the institutions acquired
and accounted for under the pooling of interests method.
(d) Financial Information about foreign and domestic
operations and export sales.
Not Applicable
(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 and
Nuzzo, 48 Corporate Secretary, HUBCO,
Hudson United and Lafayette
American
Joseph F. Hurley, 47 1997 Executive Vice President and
Chief Financial Officer
John F. McIlwain, 59 1991 Executive Vice President and
Chief Credit Officer
Thomas R. Nelson, 53 1994 Executive Vice President and
Chief Operating Officer
(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 1997 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................................. 20-22
V. Deposits........................................................ 23
VI. Return on Equity and Assets..................................... 24
VII. Short-Term Borrowings........................................... 25-26
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM II
INVESTMENT PORTFOLIO
Book Value at End of Each Reporting Period
December 31
-----------------------------------------
1997 1996 1995
---- ---- ----
(In Thousands)
U.S. Treasury and Other U.S.
Government Agencies and
Corporations $670,166 $862,913 $761,376
State and Political Subdivisions 8,469 11,579 10,115
Other Debt Securities 28,943 4,386 16,627
Common Stock 70,497 57,529 8,320
-----------------------------------------
TOTAL $778,075 $936,406 $796,438
=========================================
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 $75,476 6.51% $419,686 6.27% $78,655 6.56% $96,349 6.66%
States and Political
Subdivisions 8,272 6.05 -- -- -- -- 197 7.50
Other Debt Securities 4,493 5.67 650 7.92 150 6.31 23,650 9.67
Common Stock 70,497 5.04 -- -- --
-------- -------- ------- ---------
TOTAL $159,895 5.81% $566,313 6.27% $78,805 6.56% $120,196 7.25%
======== ======== ======= ========
Weighted average yields on tax-exempt obligations have been computed on a fully
tax-equivalent basis assuming a tax rate of 35 percent.
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM III
LOAN PORTFOLIO
Types of Loans At End of Each Reporting Period
December 31
-------------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Commercial, Financial,
and Agricultural $474,899 $482,064 $416,726 $401,788 $413,974
Real Estate -
Construction 21,525 25,080 30,186 20,323 19,928
Real Estate -
Mortgage 1,106,858 1,206,300 1,055,071 995,921 753,042
Installment 170,524 170,911 150,039 151,027 116,453
---------------------------------------------------------------
TOTAL $1,773,806 $1,884,355 $1,652,022 $1,569,059 $1,303,397
===============================================================
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, 1997. 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 $186,013 $124,191 $164,695 $474,899
Real Estate Construction 11,943 9,582 -- 21,525
Real Estate - Mortgage 18,100 72,390 360,379 450,869
---------------------------------------------------
TOTAL $216,056 $206,163 $525,074 $947,293
===================================================
SENSITIVITY
------------------------
Fixed Variable
Rate Rate
------------------------
Due After One But Within Five Years $75,473 $130,690
Due After Five Years 94,225 430,849
------------------------
TOTAL $169,698 $561,539
========================
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM III
LOAN PORTFOLIO
Nonaccrual, Past Due and Restructured Loans
December 31
---------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(In Thousands)
Loans accounted for on
a nonaccrual basis $32,404 $29,029 $23,700 $35,043 $56,809
Loans contractually past
due 90 days or more as
to interest or principal
payments 9,124 8,531 6,221 3,670 5,124
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 1,760 2,779 1,879 6,528 16,759
At the end of the reporting period, there were no loans not disclosed in the
above table 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 above table in the future.
At December 31, 1997 and 1996, 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 based on
contractual delinquency and when 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.
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
----------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ----- ---- ----
Amount of Loans Outstanding at End of Year $1,773,806 $1,884,355 $1,652,022 $1,569,059 $1,303,397
===========================================================
Daily Average Amount of Loans $1,819,651 $1,723,335 $1,590,663 $1,405,759 $1,349,440
===========================================================
Balance of Allowance for Possible
Loan Losses at Beginning of Year $35,153 $30,105 $ 30,958 $ 33,463 $ 32,809
Loans Charged Off:
Commercial, Financial and Agricultural (3,961) (6,477) (5,503) (7,099) (7,418)
Real Estate - Construction -- -- (75) (474) (482)
Real Estate - Mortgage (2,058) (4,580) (6,055) (12,247) (16,566)
Installment (5,699) (3,164) (1,535) (776) (2,233)
Lease Financing -- -- -- (13) (122)
-----------------------------------------------------------
Total Loans Charged Off (11,718) (14,221) (13,168) (20,609) (26,821)
-----------------------------------------------------------
Recoveries of Loans Previously Charged Off:
Commercial, Financial and Agricultural 1,850 469 926 1,766 818
Real Estate-Construction -- -- 40 17 --
Real Estate-Mortgage 392 776 1,182 442 604
Installment 1,404 1,071 553 377 436
Lease Financing -- -- 10 41 82
-----------------------------------------------------------
Total Recoveries 3,646 2,316 2,711 2,643 1,940
-----------------------------------------------------------
Net Loans Charged Off (8,072) (11,905) (10,457) (17,966) (24,881)
-----------------------------------------------------------
Provision Charged to Expense 7,327 12,295 9,515 9,309 31,917
Additions Acquired Through Acquisitions 2,800 4,658 -- 4,717 400
Other -- -- 89 1,435 (6,782)
-----------------------------------------------------------
Balance at End of Year $37,208 $35,153 $30,105 $30,958 $33,463
===========================================================
Ratios
Net Loans Charged Off to
Average Loans Outstanding .44% .69% .66% 1.28% 1.84%
Allowance for Possible Loan
Losses to Average Loans
Outstanding 2.04% 2.04% 1.89% 2.20% 2.48%
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 economics conditions.
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM IV
SUMMARY OF LOAN LOSS EXPERIENCE
ALLOWANCE FOR POSSIBLE LOAN LOSSES ALLOCATION
December 31, 1997 December 31, 1996 December 31, 1995 December 31, 1994 December 31,1993
---------------------------------------------------------------------------------------------------------
% 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
-------------------------------------------------------------------------------------------------------------
Balance at end of period applicable to domestic loans:
Commercial
Financial and
Agricultural $10,009 26.8% $11,454 25.6% $14,604 25.2% $17,072 25.6% $22,522 31.8%
Real Estate --
Construction 453 1.2 188 1.3 252 1.8 375 1.3 909 1.5
Real Estate --
Mortgage 11,401 62.4 10,535 64.0 6,563 63.9 5,912 63.5 5,272 57.8
Installment 3,310 9.6 2,885 9.1 2,197 9.1 2,603 9.6 1,942 8.9
Unallocated 12,035 10,091 6,489 4,996 2,818
------------------------------------------------------------------------------------------------------------
TOTAL $37,208 100.0% $35,153 100.0% $30,105 100.0% $30,958 100.0% $33,463 100.0%
=============================================================================================================
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.
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,
----------------------------------------------------------------------
1997 1996 1995
-------------------- ------------------- -----------------
Amount Rate Amount Rate Amount Rate
(In Thousands)
Domestic Bank Offices:
Non-interest-bearing
demand deposits $580,444 $524,017 $487,031
Interest-bearing
demand deposits 476,959 1.86% 455,882 2.10% 413,185 2.50%
Savings deposits 589,972 1.81% 634,579 2.10 689,277 2.45
Time deposits 718,661 4.68% 805,948 4.94 768,253 4.49
------- ------- -------
TOTAL $2,420,426 $2,357,746 $2,256,213
========== ========== ==========
Maturities of certificates of deposit and other time deposits of $100,000 or
more issued by domestic offices, outstanding at December 31, 1997 are summarized
as follows:
Time
Certificates Other Time
of Deposit Deposits Total
---------- -------- -----
(In Thousands)
3 months or less $ 79,621 $ -- $ 79,621
Over 3 through 6 months 23,338 -- 23,338
Over 6 through 12 month 14,298 14,298
Over 12 months 9,345 9,345
-------- --------
TOTAL $126,602 $ -- $126,602
======== ===== ========
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM VI
RETURN ON EQUITY AND ASSETS
Year Ended December 31,
----------------------------------
1997 1996 1995
----------------------------------
Return on Average Assets 1.66% 0.76% 1.27%
Return on Average Equity 24.36 10.44 17.31
Common Dividend Payout Ratio 34.09 72.53 36.84
Average Stockholders' Equity
to Average Assets Ratio 6.82 7.25 7.35
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 Thousands)
At Year end December 31:
1997 $263,370 $ 97,949
1996 74,411 113,568
1995 45,858 17,124
Weighted average interest
rate at year end:
1997 5.52% 5.86%
1996 4.80 6.05
1995 5.29 5.79
Maximum amount outstanding
at any month's end:
1997 $263,370 $184,796
1996 100,049 126,653
1995 175,604 35,096
Average amount outstanding
during the year:
1997 $ 78,716 $137,457
1996 87,336 48,205
1995 100,327 18,229
Federal Funds
Purchased and
Securities Sold
Under Agreement Other Short-
to Repurchase Term Borrowings
-------------------------------------------
(In Thousands)
Weighted average interest
rate during the year:
1997 4.50% 5.79%
1996 4.76 4.30
1995 5.47 5.97
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 is located in a leased facility in Union City, New Jersey. Hudson
United Bank occupies 57 branch offices, of which 30 are owned and 27 are leased.
Lafayette's main office is located in a leased facility in Bridgeport,
Connecticut. Lafayette occupies 27 branch offices, of which 4 are owned and 23
are leased.
Of the 50 properties leased, 32 have renewal options for terms of five to
fifteen years. The remaining 18 locations have expiration dates ranging from
1998-2005.
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 1997.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
As of December 31, 1997, HUBCO had approximately 3,588 shareholders.
HUBCO's common stock is listed on the Nasdaq National Market. The following
represents the high and low closing sale prices from each quarter during the
last two years. The numbers have been restated to reflect all stock dividends.
1997
----
High Low
--------------------
1st Quarter $25.85 $21.84
2nd Quarter 28.52 21.12
3rd Quarter 32.04 26.94
4th Quarter 39.13 30.94
1996
----
High Low
--------------------
1st Quarter $21.33 $18.32
2nd Quarter 20.50 17.32
3rd Quarter 20.39 18.61
4th Quarter 24.15 19.56
The following table shows the per share quarterly cash dividends paid upon the
common stock over the last two years, restated to give retroactive effect to
stock dividends.
1997 1996
---- ----
March 1 $0.184 March 1 $0.160
June 1 0.184 June 1 0.160
September 1 0.184 September 1 0.160
December 1 0.200 December 1 0.184
Dividends are generally declared within 30 days prior to the payable date, to
stockholders of record l0-20 days after the declaration date.
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.
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Net Interest Income $140,244 $131,354 $133,211 $117,803 $98,757
Provision for Possible
Loan Losses 7,327 12,295 9,515 9,309 31,917
Net Income (Loss) 49,314 21,497 34,565 23,388 (6,008)
Per Share Data (1)
Earnings (Loss) Per Share:
Basic 2.20 0.91 1.52 1.13 (0.36)
Diluted 2.10 0.88 1.43 1.02 (0.31)
Cash Dividends - Common 0.75 0.66 0.56 0.34 0.29
Balance Sheet Totals
(at or for the year ended
December 31,):
Total Assets 3,046,505 3,115,687 2,778,416 2,770,667 2,322,713
Long Term Debt 150,000 100,000 25,000 25,000 --
Average Equity 202,410 205,927 199,721 148,273 120,037
Average Assets 2,967,015 2,838,854 2,716,612 2,561,466 2,266,235
- ----------
(1) Per share data is adjusted retroactively to reflect a 10% stock dividend
paid June 1, 1993 to stockholders of record on May 11, 1993, a 3 for 2 stock
split payable January 14, 1995 to record holders of HUBCO Common Stock on
January 3, 1995, a 3% stock dividend paid November 15, 1996 to stockholders of
record on November 4, 1996, and a 3% stock dividend paid December 31, 1997 to
stockholders of record on November 13, 1997.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
HUBCO's 1997 Annual Report contains on pages 8 through 21 the information
required by Item 7 and that information is incorporated herein by reference.
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
HUBCO'S 1997 Annual Report contains on pages 20 through 21 the information
required by Item 7a and that information is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HUBCO's 1997 Annual Report contains on pages 22 through 42 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
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
HUBCO's Proxy Statement for its 1998 Annual Meeting under the caption "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 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 1998 Annual Meeting contains, 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 1998 Annual Meeting contains, 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 1998 Annual Meeting 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 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 HUBCO, Inc. and subsidiaries,
included in HUBCO's 1997 Annual Report are incorporated by
reference in Item 8:
Report of Independent Public Accountants
Consolidated Balance Sheets at
December 31, 1997 and 1996
Consolidated Statements of Income for the Years
Ended December 31, 1997, 1996 and 1995
Consolidated Statements of Changes in Stockholders'
Equity for the Years Ended December 31, 1997,
1996 and 1995
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1997, 1996 and 1995
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
(3a) The Revised Certificate of Incorporation of HUBCO, Inc. filed
January 31, 1997. (Incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, Exhibit (3)).
(3b) The By-Laws of HUBCO, Inc. (Incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, Exhibit (3)).
(4a) 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)).
(4b) Indenture dated as of September 13, 1996 between HUBCO, Inc.
and Summit Bank as Trustee for $75,000,000 8.20% Subordinated
Debentures due 2006. (Incorporated by reference from the
Company's Current Report on Form 8-K dated September 16,
1996.)
(4c) Indenture dated as of January 31, 1997 between HUBCO, Inc. and
The Bank of New York as Trustee for $50,000,000 8.98% Junior
Subordinated Debentures due 2027. (Incorporated by reference
from the Company's Current Report on Form 8-K dated February
11, 1997.)
(10a) Change in Control, Severance and Employment Agreement with
A. Roger Bosma dated January 20, 1998.
(10b) Change in Control, Severance and Employment Agreement with
Joseph F. Hurley dated January 2, 1998.
(10c) Agreement and Plan of Merger dated as of August 18, 1997,
among HUBCO, Inc., Lafayette American Bank and The Bank of
Southington. (Incorporated by reference from the Company's
Current Report on Form 8-K dated August 21, 1997.)
(10d) Stock Option Agreement dated as of August 18, 1997, between
HUBCO, Inc. and The Bank of Southington. (Incorporated by
reference from the Company's Current Report on Form 8-K dated
August 21, 1997.)
(10e) Agreement and Plan of Merger dated as of August 27, 1997,
among HUBCO, Inc., FS Acquisition Corporation and Fiduciary
Investment Company of New Jersey. (Incorporated by reference
from the Company's Current Report on Form 8-K dated September
9, 1997.)
(10f) Agreement and Plan of Merger dated as of August 27, 1997,
among Hudson United Bank and Security National Bank & Trust
Company. (Incorporated by reference from the Company's Current
Report on Form 8-K dated September 9, 1997.)
(10g) Stock Option Agreement dated as of August 27, 1997, among
HUBCO, Inc., and Security National Bank & Trust Company.
(Incorporated by reference from the Company's Current Report
on Form 8-K dated September 9, 1997.)
(10h) Agreement and Plan of Merger dated as of October 23, 1997,
among HUBCO, Inc., Poughkeepsie Financial Corp. and Bank of
the Hudson (Incorporated by reference from the Company's
Current Report on Form 8-K dated October 23, 1997.)
(10i) Stock Option Agreement dated as of October 23, 1997, among
HUBCO, Inc., and Poughkeepsie Financial Corp. (Incorporated by
reference from the Company's Current Report on Form 8-K dated
October 23, 1997.)
(10j) Agreement and Plan of Merger dated as of December 15, 1997,
among HUBCO, Inc., MSB Bancorp, Inc. and MSB Bank.
(Incorporated by reference from the Company's Current Report
on Form 8-K dated December 22, 1997.)
(10k) Stock Option Agreement dated as of December 15, 1997, among
HUBCO, Inc., and MSB Bancorp, Inc. (Incorporated by reference
from the Company's Current Report on Form 8-K dated December
22, 1997.)
(10l) Agreement of Plan of Merger dated as of April 28, 1996,
between HUBCO, Inc., Hudson United Bank, Lafayette American
Bank and Trust, Hometown Bancorporation, Inc. and The Bank of
Darien. (Incorporated by reference from the Company's Current
Report on Form 8-K dated May 2, 1996.)
(10m) Stock Option Agreement dated as of April 28, 1996, between
HUBCO, Inc. and Hometown Bancorporation Inc. (Incorporated by
reference from the Company's Current Report on Form 8-K dated
May 2, 1996.)
(10n) Agreement of Plan of Merger dated as of June 21, 1996, between
HUBCO, Inc., Hudson United Bank, Lafayette American Bank and
Trust, Westport Bancorp, Inc. and The Westport Bank and Trust
Company. (Incorporated by reference from the Company's Current
Report on Form 8-K dated July 2, 1996.)
(10o) Stock Option Agreement dated as of June 21, 1996, between
HUBCO, Inc. Westport Bancorp, Inc. (Incorporated by reference
from the Company's Current Report on Form 8-K dated July 2,
1996.)
(10p) Change in Control, Severance and Employment Agreement with
Kenneth T. Neilson dated January 1, 1997. (Incorporated by
reference from the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.)
(10q) Change in Control, Severance and Employment Agreement with
D. Lynn Van Borkulo-Nuzzo dated January 1, 1997. (Incorporated
by reference from the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.)
(10r) Change in Control, Severance and Employment Agreement with
John F. McIlwain dated January 1, 1997. (Incorporated by
reference from the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.)
(10s) HUBCO Supplemental Employees' Retirement Plan dated January 1,
1996. (Incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1996.)
(10t) Collective Bargaining Agreement with Local 153 of the Office
and Professional Employees International Union, dated March 1,
1996. (Incorporated by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1995.)
(10u) 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.)
(10v) Agreement and Plan of Merger dated August 15, 1996, between
HUBCO, Inc., Lafayette American Bank and Trust, UST Corp and
UST Bank/Connecticut. (Incorporated by reference from the
Company's Current Report on Form 8-K dated August 22, 1996.)
(13) Those portions of HUBCO's 1997 Annual Report which are
incorporated by reference into this 10-K.
(21) List of Subsidiaries.
(27) Financial Data Schedule.
(b) Reports on Form 8-K
On December 12, 1997, HUBCO filed a Form 8-K Item 5 (date of earliest
event - December 3, 1997), to announce the signing of a definitive
agreement with Fiduciary Investment Company of New Jersey and Security
National Bank & Trust Company ("SNB"), whereby SNB will be merged with
and into Hudson United Bank.
On December 22, 1997, HUBCO filed a Form 8-K Item 5 (date of earliest
event - December 19, 1997), to announce the signing of a definitive
agreement with MSB Bancorp, Inc., whereby MSB Bank, MSB Bancorp's
banking subsidiary will be merged with and into Bank of the Hudson.
On January 14, 1998, HUBCO filed a Form 8-K Item 5 (date of earliest
event - January 8, 1998), containing HUBCO's press release announcing
the completion of HUBCO's acquisition of The Bank of Southington.
On January 16, 1997, HUBCO filed a Form 8-K Item 5 (date of earliest
event - January 15, 1997), containing HUBCO's press release reporting
earnings for the fourth quarter and full year 1997.
On February 13, 1997, HUBCO filed a Form 8-K Item 5 (date of earliest
event - February 5, 1997), containing HUBCO's press release announcing
the completion of HUBCO's acquisition of Security National Bank & Trust
Company.
On March 20, 1997, HUBCO filed a Form 8-K Item 5 (date of earliest
event - February 28, 1997), reporting the consolidated results of
operations for the 30 day period following HUBCO's acquisition of The
Bank of Southington.
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/ KENNETH T. NEILSON
-----------------------
Kenneth T. Neilson
Chairman of the Board
Dated: March 27, 1998
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/ KENNETH T. NEILSON Chairman of the Board March 27, 1998
- ------------------------------ President, CEO, Director
Kenneth T. Neilson Principal Executive Officer
/s/ ROBERT J. BURKE Director March 27, 1998
- ------------------------------
Robert J. Burke
/s/ BRYANT D. MALCOLM Director March 27, 1998
- ------------------------------
Bryant D. Malcolm
/s/ CHARLES F.X. POGGI Director March 27, 1998
- ------------------------------
Charles F. X. Poggi
/s/ SR. GRACE FRANCES STRAUBER Director March 27, 1998
- ------------------------------
Sister Grace Frances
Strauber
/s/ W. PETER MCBRIDE Director March 27, 1998
- ------------------------------
W. Peter McBride
/s/ JOSEPH F. HURLEY Executive Vice President March 27, 1998
- ------------------------------ and Chief Financial Officer
Joseph F. Hurley