SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 27, 1999
LITTLE FALLS BANCORP, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
New Jersey 0-27010 22-3402073
- ----------------------------- -------------- ------------------
(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
Number)
86 Main Street, Little Falls, New Jersey 07424
- ----------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 256-6100
--------------
Not Applicable
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last Report)
<PAGE>
INFORMATION TO BE INCLUDED IN REPORT
------------------------------------
Item 5. Other Events
------------
A copy of a press release issued April 30, 1999 by the Registrant is
attached hereto as Exhibit 99 and is incorporated herein by reference in its
entirety.
Item 7. Financial Statements, Pro Forma Financial Information and
- ------------------------------------------------------------------
Exhibits
- --------
Exhibit 99 -- Press release concerning shareholder approval and exchange ratio
dated April 30, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
LITTLE FALLS BANCORP, INC.
Date: May 3, 1999 By: /s/Richard Capone
---------------------------------------------
Richard Capone
Chief Financial Officer
EXHIBIT 99
<PAGE>
Little Falls Bancorp, Inc. Contact: Leonard G. Romaine
Little Falls, New Jersey President
(973) 256-6100
For Immediate Release
LITTLE FALLS BANCORP SHAREHOLDERS APPROVE MERGER AGREEMENT
LITTLE FALLS BANCORP AND HUDSON UNITED BANCORP FIX EXCHANGE
RATIO
LITTLE FALLS, New Jersey, April 30, 1999 -- Little Falls Bancorp, Inc.
(Nasdaq: LFBI) announced today that on April 27, 1999, its shareholders approved
the proposed merger agreement between Little Falls and Hudson United Bancorp
(which recently changed its name from HUBCO, Inc. and referred to in this press
release by its Nasdaq trading symbol: "HUBC"). Approximately 68% of the
outstanding shares approved the agreement.
Furthermore, the exchange ratio to be used in the merger with HUBC has
been set. Shareholders may elect to receive either cash or stock in the merger.
If electing stock, each share of Little Falls common stock will be exchanged for
0.6408 shares of HUBC common stock. Alternatively, shareholders may elect to
receive $20.64 cash for each share of Little Falls common stock. The final
merger consideration received by each shareholder is subject to adjustment to
ensure that the final consideration is 51% stock and 49% cash. Accordingly,
shareholders may be denied their preference. The deadline for Little Falls
shareholders to make an election regarding the consideration is 5:00 p.m. on May
17, 1999.
It is anticipated that the merger will be effective at 4:00 p.m.
(Eastern Standard Time) on Thursday, May 20, 1999. Listing of Little Falls
common stock on Nasdaq will cease prior to the opening of the market on Friday,
May 21, 1999.
Little Falls Bancorp, Inc., headquartered in Little Falls, New Jersey,
with its principal executive offices located in Little Falls, New Jersey, is a
savings and loan holding company and the parent of Little Falls Bank. Little
Falls Bank is a federally-chartered savings bank, having its principal place of
business in Little Falls, New Jersey. Little Falls operates six banking offices,
located in Little Falls, West Paterson, Glen Gardner, Milford, Alexandria
Township and Baptistown, New Jersey.
