Back to GetFilings.com
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, 1998
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to _____________
Commission file number 0-l0699
HUBCO, Inc.
----------------------------------------------------
(Exact name of registrant as specified in its Charter)
New Jersey 22-2405746
------------------------------ ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
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. [x]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, as of March 11, 1999 was $1,344,064,439.
The number of shares of Registrant's Common Stock, no par value, outstanding as
of March 11, 1999 was 39,677,179.
DOCUMENTS INCORPORATED BY REFERENCE
Part(s) into
Documents Which Incorporated
--------- ------------------
Annual Report to Shareholders for the fiscal year ended
December 31, 1998 ("HUBCO's 1998 Annual Report"), Part I
pages 12 through 50 Part II
The Registrant's Proxy Statement in connection with the
Annual Meeting of Shareholders to be held April 21, 1999
("HUBCO's Proxy Statement for its 1999 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 1999 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 1998 Annual Report and HUBCO's Proxy Statement for its 1999 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, 1998
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 Bank of the Hudson ("BOTH" and together with
Hudson United and Lafayette, the "Banks"). HUBCO also directly owns MSB Travel,
Inc. HUBCO is also the indirect owner, through the Banks, of thirteen investment
subsidiaries. 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 1998, the Company has acquired 25
institutions. During this time the company has grown from total assets of $550
million to $6.8 billion at December 31, 1998 and has expanded its branch network
from 15 branches to 165 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.
On January 5, 1999, the Company announced the signing of a Purchase and
Assumption Agreement to acquire the sole branch of First National Bank of New
England. In accordance with the agreement, First National will sell its single
branch with approximately $150 million in deposits to Hudson United. On January
26, 1999, the Company and Little Falls Bancorp, Inc. announced the signing of a
definitive merger agreement by which the Company will acquire Little Falls
Bancorp, Inc., a $341 million asset institution operating six offices in New
Jersey, in a combination stock and cash transaction. In addition, in 1999, the
Company plans the consolidation of the Banks under a single name.
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:
PURCHASE DEPOSITS LOANS
GOVERNMENT PRICE ASSUMED PURCHASED BRANCHES
INSTITUTION ASSISTED (IN MILLIONS) (IN MILLIONS) (IN MILLIONS) ACQUIRED
- ------------------------------------------------------------------------------------------------------------------
Mountain Ridge State Bank Yes $ 0.3 $ 47 $ 12 1
Meadowlands National Bank No 0.4 36 22 3
Center Savings and Loan Yes 0.1 90 79 1
Irving Federal Savings and Loan Yes 0.1 160 62 5
Broadway Bank and Trust Yes 3.4 346 10 8
Pilgrim State Bank No 6.0 123 47 6
Polifly Federal Savings and Loan Yes 6.2 105 1 4
Washington Savings Bank No 40.5 238 169 8
Shoppers Charge Accounts No 16.3 - 56 -
Jefferson National Bank No 9.7 85 42 4
Urban National Bank No 38.2 204 90 9
Growth Financial Corp No 25.6 110 102 3
CrossLand Federal Savings Branches No 3.0 60 1 3
Lafayette American Bank & Trust No 120.0 647 548 19
Hometown Bancorporation, Inc. No 31.6 162 99 2
UST Bank, CT No 13.7 95 70 4
Westport Bancorp, Inc. No 67.8 259 183 7
The Bank of Southington No 26.7 122 85 2
Security National Bank & Trust No 11.0 77 48 4
Poughkeepsie Financial No 136.0 611 648 16
MSB Bancorp No 115.0 686 375 16
First Union Branches No 32.0 320 1 23
Community Financial No 29.6 137 87 8
Dime Financial No 201.0 817 374 11
IBS Financial No 227.0 560 218 10
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 1998, the Company
purchased 2.1 million shares at an aggregate cost of $69.9 million. During 1998,
these shares were used for payment of stock dividends and the exercise of
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 $170
million of mortgage loans, $270 million of mortgage-backed securities and
operates as a real estate investment trust.
As of December 31, 1998, $159 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 1998, three additional investment companies were established--NJ Investments
of Delaware, Inc., LAB Investment Corp. of Delaware, Inc., and BOTH Investments
of Delaware, Inc. As of December 31, 1998, $345.3 million of Hudson United's
investment portfolio is being managed by its subsidiary company, NJ Investments
of Delaware, Inc., $589.4 million of Lafayette's investment portfolio is being
managed by its subsidiary company, LAB Investment Corp of Delaware, Inc., and
$154.5 million of BOTH's investment portfolio is being managed by its subsidiary
company, BOTH Investments of Delaware, Inc.
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. The subsidiary continues to sell insurance products.
Hudson United Bank owns one real estate holding company. Lafayette
Development Corp. was incorporated by Hudson United Bank and is presently
inactive.
Lafayette owns two real estate holding companies. AMBA Realty Corporation
was 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.
BOTH owns three real estate holding companies. Plural Realty and POSABK were
incorporated by BOTH for the purpose of holding, developing and disposing of
properties obtained through foreclosure proceedings. BOTH also owns PSB Building
Corp., which holds the leasehold interest to a 100,000 square foot office
building located in Poughkeepsie, New York. BOTH owns Hudson Trader Brokerage
Services, which offers a full range of investment, trust and insurance products
and services.
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 bank's 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 has been extended to
March 31, 1999 since negotiations are not concluded.
Regulatory Matters
The banking industry is highly regulated. Statutory and regulatory controls
increase a bank holding company's cost of doing business and limit the options
of its management to deploy assets and maximize income. Proposals to change the
laws and regulations governing the banking industry are frequently introduced in
Congress, in the state legislatures and before the various bank regulatory
agencies. The likelihood and timing of any changes and the impact such changes
might have on HUBCO cannot be determined at this time. The following discussion
is not intended to be a complete list of all the activities regulated by the
banking laws or of the impact of such laws and regulations on HUBCO or its
banks. It is intended only to briefly summarize some material provisions.
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 of 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, 1998, the Bank's capital ratios exceed the requirements to be
considered well capitalized institutions under the FDIC and OTS 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, 1998, HUBCO's total risk-based capital ratio was 17.0%, consisting
of a Tier 1 ratio of 12.9% and a Tier 2 ratio of 4.1%. 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 1 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, 1998, HUBCO had a leverage capital ratio of 7.1%. HUBCO and its
subsidiary banks are subject to various regulatory capital requirements
administered by federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory--and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on HUBCO's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, HUBCO and
its subsidiary banks must meet specific capital guidelines and the regulatory
framework for prompt corrective action, HUBCO and its subsidiary banks must meet
specific capital guidelines that involve quantitative measures of assets,
liabilities, and certain off-balance-sheet items as calculated under regulatory
accounting practices. Capital amounts and classification are also subject to
qualitative judgments by the regulators about components, risk weightings, and
other factors. Quantitative measures established by regulation to ensure capital
adequacy require each of the banks to maintain minimum amounts and ratios of
total and Tier 1 capital (as defined in the
regulations) to risk weighted assets (as defined), of Tier 1 capital (as
defined) to average assets (as defined) for Hudson United and Lafayette, and
tangible and core capital (as defined) to adjusted total assets (as defined) for
BOTH. Management believes, as of December 31, 1998, that HUBCO and its
subsidiary banks meet all capital adequacy requirements to which they are
subject.
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"). BOTH is a
member of the SAIF. Also, Hudson United has approximately $151.3 million of
deposits at December 31, 1998 with respect to which Hudson United pays SAIF
insurance premiums.
For the first three quarters 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. That rate continues for BIF
deposits.
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, Loans, or Advances
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, Lafayette, and BOTH to pay
dividends act as restrictions on the amount of funds available for the payment
of dividends by HUBCO.
Certain restrictions exist regarding the ability of Hudson United, Lafayette and
BOTH to transfer funds to HUBCO in the form of cash dividends, loans or
advances. New Jersey state banking regulations allow for the payment of
dividends in any amount provided that capital stock will be unimpaired and there
remains an additional amount of paid-in capital of not less than 50 percent of
the capital stock amount. Connecticut state banking regulations allow for the
declaration and payment of cash dividends only from the current year's and the
two prior years' retained net profits. Office of Thrift Supervision (OTS)
regulations, which apply to BOTH, allow for an institution that has capital in
excess of all fully phased-in regulatory capital requirements before and after a
proposed capital distribution and that is not otherwise restricted in making
capital distributions, to make capital distributions during a calendar year
equal to the greater of (i) 100% of its net earnings to date during the calendar
year plus the amount that would reduce by one-half its "surplus capital ratio"
at the beginning of the calendar year, or (ii) 75% of its net earnings for the
previous four quarters. As of December 31, 1998, $208.0 million was available
for distribution to HUBCO from Hudson United, $7.3 million was available for
distribution to HUBCO from Lafayette and approximately $8.2 million was
available for distribution to HUBCO from BOTH.
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.
Under FRB regulations, each of the banks is limited as to the amounts it may
loan to its affiliates, including HUBCO. All such loans are required to be
collateralized by specific obligations. During 1994, HUBCO obtained a loan from
Hudson United Bank for $4.0 million in order to finance the purchase of its
administrative facility. The loan has been collateralized by the property.
In conformity with the OTS regulations, a "liquidation account" was established
for BOTH and acquired banks at the time of their conversion to the stock form of
ownership. In the unlikely event of a complete liquidation of BOTH, holders of
savings accounts with qualifying deposits, who continue to maintain their
savings accounts, would be entitled to a distribution from the "liquidation
account" in an amount equal to their then current adjusted savings account
balance before any liquidation distribution could be made with respect to
capital stock. The balance in the "liquidation account" was $12.3 million at
December 31, 1998, for Bank of the Hudson. This amount may not be utilized for
the payment of cash dividends to HUBCO.
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 regardless
of applicable state law.
The Interstate Banking and Branching Act also authorizes banks to merge across
state lines, thereby creating interstate branches. Under such legislation, each
state had 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. 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.
New Jersey enacted legislation to authorize interstate banking and branching and
the entry into New Jersey of foreign country banks. New Jersey did not
authorize de novo branching into the state. However, under federal law, federal
savings banks which meet certain conditions may branch de novo into a state,
regardless of state 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 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
1998, HUBCO had four directly-owned subsidiaries--Hudson United, Lafayette, BOTH
and MSB Travel, Inc. In addition, HUBCO, through Hudson United, indirectly owns
five additional subsidiaries, and HUBCO, through Lafayette, indirectly owns
three additional subsidiaries and HUBCO, through BOTH, indirectly owns five
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, Lafayette, and BOTH
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. As of December 31, 1998. Hudson had 88 branch offices in New Jersey,
Lafayette had 43 branch offices in Connecticut, and BOTH had 34 branch offices
in New York state. 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, 1998, HUBCO, through its subsidiaries had total deposits of
$5.05 billion, total loans of $3.39 billion and total assets of $6.78 billion.
HUBCO ranked 2nd among commercial banks and bank holding companies headquartered
in New Jersey in terms of asset size.
Hudson United and Lafayette are full service commercial banks and offer 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 assistance, foreign currency
purchases and letters of credit. BOTH is a savings bank and offers the services
generally performed by savings banks of similar size and character. 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, real estate lending, and third party credit card programs.
Hudson United and Lafayette offer a variety of trust services. At December 31,
1998, Hudson's Trust Department had approximately $309.2 million of assets under
management or in its custodial control and Lafayette's Trust Department had
approximately $250.8 million of assets under management or in its custodial
control.
There are numerous commercial banks headquartered in New Jersey, Connecticut and
New York, which compete in the market areas serviced by HUBCO. In addition,
large out-of-state banks compete for the business of residents and businesses
located in HUBCO's primary market. A number of other depository institutions
compete for the business of individuals and commercial enterprises 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, Lafayette, and BOTH each has focused on becoming an integral part
of the community it serves. Officers and employees are given incentives to meet
the needs of their customers and to meet the needs of the local communities
served.
HUBCO and its subsidiaries had 1,455 full-time employees and 547 part-time
employees as of December 31, 1998.
(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
- ------------------------------------------------------------------------------------------------------------
A. Roger Bosma, 56 1997 Executive Vice President, Retail Lending
Joseph F. Hurley, 48 1997 Executive Vice President and
Chief Financial Officer
John F. McIlwain, 60 1991 Executive Vice President and
Chief Credit Officer
Thomas R. Nelson, 54 1994 Executive Vice President;
President of Shoppers Charge Accounts Co.
D. Lynn Van Borkulo-Nuzzo, 49 1988 Executive Vice President and
Corporate Secretary
Thomas J. Shara, 41 1994 Executive Vice President and
Senior Loan Officer
Susan M. Staudmyer, 41 1998 Executive Vice President, Retail Banking
Margaret Warianka, 44 1986 Executive Vice President, Chief Operations 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 11 of HUBCO's 1998 Annual
Report):
PAGES(S) OF
ITEM OF GUIDE 3 THIS REPORT
--------------- -----------
II. Investment Portfolio............................................ 15
III. Loan Portfolio.................................................. 16-18
IV. Summary of Loan Loss Experience................................. 19-20
V. Deposits........................................................ 21
VI. Return on Equity and Assets..................................... 22
VII. Borrowings...................................................... 23-24
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM II
INVESTMENT PORTFOLIO
Book Value at End of Each Reporting Period
December 31
----------------------------------
1998 1997 1996
---- ---- ----
(In Thousands)
U.S. Treasury and Other U.S.
Government Agencies and
Corporations $2,775,893 $2,159,775 $2,266,307
State and Political Subdivisions 26,831 21,633 21,108
Other Debt Securities 4,048 42,148 26,920
Equity Securities 88,824 40,581 32,894
----------------------------------------
TOTAL $2,895,596 $2,264,137 $2,347,229
========================================
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 $ 896,064 6.16% $1,123,858 6.18% $513,631 6.40% $242,340 6.29%
States and Political
Subdivisions 17,738 5.20 6,653 5.86 2,195 6.50 245 6.95
Other Debt Securities 3,210 5.00 838 7.31 -- -- -- --
Equity Securities 88,824 5.40 -- -- -- --
---------- ---------- -------- --------
TOTAL $1,005,836 6.07% $1,131,349 6.18% $515,826 6.40% $242,585 6.29%
========== ========== ======== ========
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
---------------------------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
Commercial, Financial,
and Agricultural $ 590,336 $ 542,005 $ 541,332 $ 530,486 $ 498,468
Real Estate -
Construction 78,585 98,925 87,152 65,169 48,319
Real Estate -
Mortgage 2,495,542 2,735,744 2,766,277 2,470,883 2,303,635
Installment 222,347 223,387 214,182 188,334 183,744
---------------------------------------------------------------------------
TOTAL $3,386,810 $3,600,061 $3,608,943 $3,254,872 $3,034,166
===========================================================================
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, 1998. 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 $219,250 $149,705 $221,381 $ 590,336
Real Estate Construction 45,172 29,029 4,384 78,585
Real Estate - Mortgage 57,447 179,671 425,880 662,998
--------------------------------------------------------------
TOTAL $321,869 $358,405 $651,645 $1,331,919
==============================================================
SENSITIVITY
----------------------------
Fixed Variable
Rate Rate
-------- --------
Due After One But Within Five Years $199,413 $158,992
Due After Five Years 222,411 429,234
----------------------------
TOTAL $421,824 $588,226
============================
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM III
LOAN PORTFOLIO
Nonaccrual, Past Due and Restructured Loans
December 31,
----------------------------------------------------------------
1998 1997 1996 1995 1994
------- ------- ------- ------- -------
(In Thousands)
Loans accounted for on
a nonaccrual basis $17,629 $50,938 $55,490 $43,177 $63,230
Loans contractually past
due 90 days or more as
to interest or principal
payments 13,483 16,442 15,885 8,560 7,174
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 3,269 16,162 12,278 1,908 37,742
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. Included in
the above table are loans in the balance sheet category "Assets held for sale."
At December 31, 1998 and 1997, 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
---------------------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
Amount of Loans Outstanding at End of Year $3,386,810 $3,600,061 $3,608,943 $3,254,872 $3,074,157
=====================================================================
Daily Average Amount of Loans $3,521,561 $3,579,797 $3,374,580 $3,145,558 $2,849,476
======================================================================
Balance of Allowance for Possible
Loan Losses at Beginning of Year $ 65,858 $ 61,995 $ 56,063 $ 62,358 $ 72,530
Loans Charged Off:
Commercial, Financial and Agricultural (2,498) (4,508) (7,084) (15,738) (10,327)
Real Estate - Construction -- -- -- (75) (474)
Real Estate - Mortgage (8,050) (6,542) (9,210) (13,183) (23,568)
Installment (11,457) (6,120) (3,699) (2,013) (1,249)
Write down of assets held for sale (9,521) -- -- -- --
Other Loans -- (384) (485) (73) (118)
---------------------------------------------------------------------
Total Loans Charged Off (31,526) (17,554) (20,478) (31,082) (35,736)
----------------------------------------------------------------------
Recoveries of Loans Previously Charged Off:
Commercial, Financial and Agricultural 669 2,896 1,749 1,486 2,376
Real Estate-Construction -- -- -- 40 17
Real Estate-Mortgage 651 1,407 1,528 2,201 951
Installment 1,523 1,498 1,316 877 911
Other Loans -- 41 19 22 48
----------------------------------------------------------------------
Total Recoveries 2,843 5,842 4,612 4,626 4,303
----------------------------------------------------------------------
Net Loans Charged Off (28,683) (11,712) (15,866) (26,456) (31,433)
----------------------------------------------------------------------
Provision Charged to Expense 14,374 12,775 17,140 20,072 15,109
Additions Acquired Through Acquisitions 1,950 2,800 4,658 -- 4,717
Other -- -- -- 89 1,435
----------------------------------------------------------------------
Balance at End of Year $ 53,499 $ 65,858 $ 61,995 $56,063 $62,358
======================================================================
Ratios
Net Loans Charged Off to
Average Loans Outstanding .81% .33% .47% .84% 1.10%
Allowance for Possible Loan
Losses to Average Loans
Outstanding 1.52% 1.84% 1.84% 1.78% 2.19%
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, 1998 December 31, 1997 December 31, 1996`
------------------------ ------------------------ ------------------------
% of Loans % of Loans % of Loans
In Each In Each In Each
Category to Amount Category to Category to
Amount Total Loans Total Loans Amount Total Loans
------------------------ ------------------------- ------------------------
Balance at end of period
applicable to domestic loans:
Commercial
Financial and
Agricultural $ 11,203 17.1% $ 17,469 15.1% $ 17,293 15.0%
Real Estate -
Construction 1,491 2.3 482 2.7 212 2.4
Real Estate -
Mortgage 20,271 67.2 26,749 76.0 26,424 76.7
Installment 11,985 13.4 5,177 6.2 4,661 5.9
Unallocated 8,549 15,981 13,405
======== ===== ======== ===== ======== =====
TOTAL $ 53,499 100.0% $ 65,858 100.0% $ 61,995 100.0%
======== ===== ======== ===== ======== =====
December 31, 1995 December 31, 1994
------------------------ -----------------------
% of Loans % of Loans
In Each In Each
Category to Category to
Amount Total Loans Amount Total Loans
------------------------ ------------------------
Balance at end of period
applicable to domestic loans:
Commercial
Financial and
Agricultural $ 19,303 16.3% $ 32,993 16.4%
Real Estate -
Construction 338 2.0 588 1.6
Real Estate -
Mortgage 24,930 75.9 19,588 75.9
Installment 3,910 5.8 3,962 6.1
Unallocated 7,582 5,227
======== ===== ======== =====
TOTAL $ 56,063 100.0% $ 62,358 100.0%
======== ===== ======== =====
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,
------------------------------------------------------------------------------------------
1998 1997 1996
----------------------- ----------------------- -----------------------
Amount Rate Amount Rate Amount Rate
---------- ---- ---------- ---- ---------- ----
(In Thousands)
Domestic Bank Offices:
Non-interest-bearing demand
deposits $ 842,575 $ 749,504 $ 669,882
Interest-bearing
demand deposits 968,639 1.90% 904,941 2.82% 1,017,217 2.23%
Savings deposits 1,101,414 2.10% 1,217,070 2.26% 1,078,993 2.74%
Time deposits 2,311,490 5.17% 2,352,867 5.21% 2,308,057 5.25%
---------- ---- ---------- ---- ---------- ----
TOTAL $5,224,118 $5,224,382 $5,074,149
========== ========== ==========
Maturities of certificates of deposit and other time deposits of $100,000 or
more issued by domestic offices, outstanding at December 31, 1998 are summarized
as follows:
Time Certificates Other Time
of Deposit Deposits Total
---------- -------- -----
(In Thousands)
3 months or less $144,448 $ -- $144,448
Over 3 through 6 months 63,228 -- 63,228
Over 6 through 12 month 60,173 60,173
Over 12 months 47,744 47,744
-------- ----- --------
TOTAL $315,593 $ -- $315,593
======== ===== ========
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM VI
RETURN ON EQUITY AND ASSETS
Year Ended December 31,
-----------------------------
1998 1997 1996
-----------------------------
Return on Average Assets 0.35% 1.08% 0.60%
Return on Average Equity 4.75 13.56 6.93
Common Dividend Payout Ratio 157.14 45.63 78.05
Average Stockholders' Equity to
Average Assets Ratio 7.34 7.99 8.68
HUBCO, Inc. and Subsidiaries
S.E.C. GUIDE 3 - ITEM VII
BORROWINGS
The following table shows the distribution of the Company's 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
to Repurchase Borrowings
---------------------------------
(In Thousands)
At Year end December 31:
1998 $ 382,523 $ 439,070
1997 366,902 259,503
1996 191,586 277,378
Weighted average interest
rate at year end
December 31:
1998 4.90% 5.34%
1997 5.64 5.91
1996 5.27 5.98
Maximum amount outstanding
at any month's end:
1998 $ 404,476 $ 546,048
1997 398,497 355,206
1996 231,406 296,912
Average amount outstanding
during the year:
1998 $ 362,704 $ 318,266
1997 197,707 292,049
1996 166,732 250,077
Federal Funds
Purchased and
Securities Sold
Under Agreement Other
to Repurchase Borrowings
---------------------------------
(In Thousands)
Weighted average interest
rate during the year:
1998 5.35% 5.98%
1997 5.28 6.08
1996 5.08 5.87
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 occupies 88 branch offices, of which 49 are owned and 39 are leased.
Lafayette's main office is located in a leased facility in Bridgeport,
Connecticut. Lafayette occupies 43 branch offices, of which 15 are owned and 28
are leased. The main office of BOTH is located in an owned facility in
Poughkeepsie, New York. BOTH occupies 34 branch offices of which 15 are owned
and 19 are leased.
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 1998.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
As of December 31, 1998, HUBCO had approximately 7,963 common shareholders of
record.
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.
1998
------------------------
High Low
------ ------
1st Quarter $37.86 $32.28
2nd Quarter 37.62 31.25
3rd Quarter 35.00 25.38
4th Quarter 30.13 21.63
1997
------------------------
High Low
------ ------
1st Quarter $25.03 $21.44
2nd Quarter 27.57 20.86
3rd Quarter 31.11 26.16
4th Quarter 37.99 30.05
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.
1998 1997
--------------------------- --------------------------
March 1 $0.194 March 1 $0.179
June 1 0.194 June 1 0.179
September 1 0.243 September 1 0.179
December 1 0.250 December 1 0.194
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.
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- ----------
Net Interest Income $ 254,194 $ 254,935 $ 241,948 $ 233,296 $ 204,425
Provision for Possible
Loan Losses 14,374 12,775 17,140 20,072 15,109
Net Income 23,151 69,827 36,896 48,327 37,569
Per Share Data(1)
Earnings (Loss) Per Share:
Basic 0.57 1.67 0.85 1.14 1.15
Diluted 0.56 1.60 0.82 1.10 1.06
Cash Dividends - Common 0.88 0.73 0.64 0.55 0.33
Balance Sheet Totals
(at or for the year
ended December 31,):
Total Assets 6,778,661 6,606,140 6,498,856 5,642,977 5,400,971
Long Term Debt 200,000 150,000 100,000 25,000 25,000
Average Equity 487,269 514,779 532,620 493,566 349,691
Average Assets 6,640,615 6,444,210 6,137,434 5,472,407 5,203,884
(1) Per share data is adjusted retroactively to reflect 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, a 3% stock dividend paid December 1, 1997 to
stockholders of record on November 13, 1997, and a 3% stock dividend paid
September 1, 1998 to stockholders of record on August 14, 1998.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
HUBCO's 1998 Annual Report contains on pages 12 through 26 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 1998 Annual Report contains on pages 23 through 25 the information
required by Item 7a and that information is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HUBCO's 1998 Annual Report contains on pages 27 through 50 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 1999 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 1999 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 1999 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 1999 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 1998 Annual Report are
incorporated by reference in Item 8:
Report of Independent Public Accountants
Consolidated Balance Sheets at
December 31, 1998 and 1997
Consolidated Statements of Income and Comprehensive Income
for the Years Ended December 31, 1998, 1997 and 1996
Consolidated Statements of Changes in Stockholders'
Equity for the Years Ended December 31, 1998,
1997 and 1996
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1998, 1997 and 1996
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.)
(4d) Indenture dated as of June 19, 1999 between HUBCO, Inc. and
The Bank of New York as Trustee for $50,000,000 7.65% Junior
Subordinated Debentures due 2028. (Incorporated by reference
from the Company's Current Report on Form 8-K dated June 26,
1999.)
(10a) Agreement and Plan of Merger dated as of January 26, 1999,
among HUBCO, Inc., Hudson United Bank, Little Falls Bancorp,
Inc. and Little Falls Bank. (Incorporated by reference from
the Company's Current Report of Form 8-K dated January 28,
1999.)
(10b) Stock Option Agreement dated as of January 26, 1999, among
HUBCO, Inc., and Little Falls Bancorp, Inc. (Incorporated by
reference from the Company's Current Report on Form 8-K dated
January 28, 1999.)
(10c) Agreement and Plan of Merger dated as of March 31, 1998,
among HUBCO, Inc., IBS Financial Corporation, and Inter-Boro
Savings and Loan Association. (Incorporated by reference from
the Company's Current Report on Form 8-K dated March 31,
1998.)
(10d) Stock Option Agreement dated as of March 31, 1998, among
HUBCO, Inc., and IBS Financial Corporation. (Incorporated by
reference from the Company's Current Report on Form 8-K dated
March 31, 1998.)
(10e) Agreement and Plan of Merger dated as of March 31, 1998,
among HUBCO, Inc., Dime Financial Corp., and Dime Savings
Bank of Wallingford. (Incorporated by reference from the
Company's Current Report on Form 8-K dated March 31, 1998.)
(10f) Stock Option Agreement dated as of March 31, 1998, among
HUBCO, Inc., and Dime Financial Corp. (Incorporated by
reference from the Company's Current Report on Form 8-K dated
March 31, 1998.)
(10g) Change in Control, Severance and Employment Agreement with
Thomas R. Nelson dated March 30, 1998.
(10h) Agreement and Plan of Merger dated March 3, 1998, among
HUBCO, Inc., Community Financial Holding Corporation, and
Community National Bank of New Jersey. (Incorporated by
reference from the Company's Current Report on Form 8-K dated
April 2, 1998.)
(10i) Stock Option Agreement dated as of March 3, 1998, among
HUBCO, Inc., and Community Financial Holding Corporation.
(Incorporated by reference from the Company's Current Report
on Form 8-K dated April 2, 1998.)
(10j) Change in Control, severance and Employment Agreement with A.
Roger Bosma dated January 20, 1998.
(10k) Change in Control, severance and employment Agreement with
Joseph F. Hurley dated January 2, 1998.
(10l) 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.)
(10m) 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.)
(10n) 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.)
(10o) 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.)
(10p) 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.)
(10q) 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.)
(10r) 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.)
(10s) 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.)
(10t) 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.)
(10u) 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.)
(10v) 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.)
(10w) 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.)
(10x) 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.)
(10y) 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.)
(10z) 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.)
(13) Those portions of HUBCO's 1998 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 January 28, 1999, HUBCO filed a Form 8-K Item 5 (date of earliest
event - January 26, 1999), to announce the signing of a definitive
agreement with Little Falls Bancorp, Inc., whereby Little Falls Bank,
Little Falls Bancorp's banking subsidiary, will be merged with and into
Hudson United Bank.
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 15, 1999
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 15, 1999
- ----------------------------- President, CEO, Director
Kenneth T. Neilson Principal Executive Officer
Director March 15, 1999
- --------------------------------
Robert J. Burke
Director March 15, 1999
- --------------------------------
Bryant D. Malcolm
s/ Charles F. X. Poggi Director March 15, 1999
- --------------------------------
Charles F. X. Poggi
s/ SISTER GRACE FRANCES STRAUBER Director March 15, 1999
- --------------------------------
Sister Grace Frances Strauber
Director March 15, 1999
- --------------------------------
W. Peter McBride
s/ James E. Schierloh Director March 15, 1999
- --------------------------------
James E. Schierloh
Director March 15, 1999
- --------------------------------
John H. Tatigian, Jr.
Director March 15, 1999
- --------------------------------
Donald P. Calcagnini
Director March 15, 1999
- --------------------------------
Joan David
s/ Noel De Cordova, Jr. Director March 15, 1999
- --------------------------------
Noel De Cordova, Jr., Esq.
Director March 15, 1999
- -----------------------------
Thomas R. Farley, Esq.
s/ David A. Rosow Director March 15, 1999
- -----------------------------
David A. Rosow
s/ Joseph F. Hurley Executive Vice President March 15, 1999
- ------------------------------ and Chief Financial Officer
Joseph F. Hurley