SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM l0-K/A
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/X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
___
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to ___________________
Commission file number 0-l0699
HUBCO, INC.
(Exact name of registrant as specified in its Charter)
New Jersey 22-2405746
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.
3l00 Bergenline Avenue
Union City, New Jersey 07087
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 348-2300
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, no par value
(Title of Class)
Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, as of March 17, 1994 was $136,299,870.
The number of shares of Registrant's Common Stock, no par value,
outstanding as of March 17, 1994 was 6,490,470.
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Introduction
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This amendment on Form 10-K/A is being filed to amend HUBCO'S
Annual Report on Form 10-K for the fiscal year ended December 31, 1993, in
order to include corrected disclosure regarding security ownership of
principal shareholders of HUBCO, which disclosure was previously
incorporated by reference from HUBCO's 1994 Proxy Statement. As of December
31, 1993, Fidelity Management & Research Company was no longer a beneficial
owner of more than five percent of HUBCO's common stock. On February 11,
1994, Fidelity filed an amendment to Schedule 13G with the Securities and
Exchange Commission to report that it ceased to be the beneficial owner
of more than five percent of HUBCO's common stock; however, HUBCO did
not receive a copy of that filing prior to the time it filed its Form
10-K for the fiscal year ended December 31, 1993.
DOCUMENTS INCORPORATED BY REFERENCE
Part(s) Into
Documents Which Incorporated
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Annual Report to Shareholders Part I
for the fiscal year ended Part II
December 31, 1993 ("HUBCO's 1993
Annual Report"), pages 23 through 36
Proxy Statement used in
connection with the Annual
Meeting of Shareholders to
be held March 22, 1994
(HUBCO's Proxy Statement
for its 1994 Annual Meeting")
pages 4 through 7, pages 10
through 16 and page 22 under the
captions "Proposal 1 - Election
of Directors", "Executive
Compensation", and "Certain
Transactions with Management".
Notwithstanding the foregoing, the
information contained in HUBCO's
Proxy Statement for its 1994 Annual
Meeting pursuant to Items 402(k) and
402(l) of Regulation S-K is not
incorporated by reference and is not
to be deemed part of this report. Part III
With the exception of information specifically incorporated by
reference, HUBCO's 1993 Annual Report and HUBCO's Proxy Statement for its
1994 Annual Meeting are not to be deemed part of this report.
<PAGE> -3-
ITEM 12. SECURITY OWNERSHIP OF CERTIAN BENEFICIAL OWNERS AND
MANAGEMENT
The following table furnishes information known by the corporation
as to the beneficial owners of more than five percent of the Company's
common stock, without par value, as of December 31, 1993. The Company
knows of no person or group which is the beneficial owner of
more than five percent of any class of the Company's voting securities,
except as set forth below.
Amount
and
Nature of
Name and Address of Beneficial Percent of
Beneficial Owner Ownership Class
Valenzuela Capital Management, Inc. 399,000 5.77
1270 Avenue of the Americas
12th Floor
New York, New York 10026
The following table sets forth information concerning the beneficial
ownership of the Corporation's common stock, without par value, as of
December 31, 1993, by each executive officer of the corporation for
whom individual information is required to be set forth in this Proxy
Statement pursuant to the rules of the Securities and Exchange Commission
(the "Named Officers"), by each director, and by all directors and executive
officers as a group.
Number of Shares Percent
Name of Beneficial Owner Beneficially Owned(1) of Class
Robert J. Burke 31,176 (2) .45
Henry G. Hugelheim 109,754 (3) 1.58
Harry J. Leber 21,947 (4) .32
Christina L. Maier 11,483 (5) .17
Kenneth T. Neilson 52,730 (6) .76
Charles F. X. Poggi 147,305 2.12
James E. Schierloh 50,708 (7) .73
Sister Grace Frances Strauber 617 .01
D. Lynn Van Borkulo-Nuzzo 7,901 (8) .11
Edwin Wachtel 47,306 (9) .68
Directors and Executive Officers of the
Corporation as a group (10 persons) 480,522(10) 6.93
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(1) Beneficially owned shares include shares over which the named person
exercises either sole or shared voting power or sole or shared investment
power. It also includes shares owned (i) by a spouse, minor children or
by relatives sharing the same home, (ii) by entities owned or controlled
by the named person, and (iii) by other persons if the named person has the
right to acquire such shares within 60 days by the exercise of any right or
option. Unless otherwise noted, all shares are owned of record and
beneficially by the named person, either directly or through the dividend
reinvestment plan.
(2) Of this total, 7,807 shares are held by Mr. Burke's wife and 718 are
held in an IRA. Mr. Burke disclaims beneficial ownership of the shares
held by his wife.
(3) Of this total, 4,911 shares are held in a revocable trust over which
Mr. Hugelheim retains control during his life.
(4) Of this total, 2,803 shares are held in a retirement plan, of which Mr.
Leber is a trustee and beneficiary.
(5) Of this total, 3,442 are held in Mrs. Maier's 401(k) plan, which she
directs and, 3,309 are held for Mrs. Maier under the Corporation's
restricted stock plan.
(6) Of this total, 12,209 shares are held in Mr. Neilson's 401(k) plan,
Which he directs, 10,880 are held for Mr. Neilson under the Corporation's
restricted stock plan, 2,310 shares are held in an IRA and 1,639 shares are
held by Mr. Neilson's wife. Mr. Neilson disclaims beneficial ownership
of the shares owned by his wife.
(7) Of this total, 3,291 shares are held by Mr. Schierloh's wife
individually, 4,027 shares are held in trust for Mr. Scheirloh's mother under
a trust for which Mr. Schierloh is a trustee and a beneficiary, and 5,000
shares are held for Mr. Schierloh under the Corporation's restricted
stock plan.
(8) Of this total, 1,768 shares are held in Ms. Van Borkulo-Nuzzo's 401(k)
plan, Which she directs, and 5,465 shares are held for Ms. Van Borkulo-Nuzzo
under the Corporation's restricted stock plan.
(9) Of this total, 655 shares are held in a general partnership of which Mr.
Wachtel is a partner.
(10) Of this total, 17,419 shares are held in the Corporatin's 401(k) plans for
specified individuals and 25,374 shares are held for executive officers under
the Corporation's restricted stock plan.
In addition to the shares reported in the Table, The Bank's Trust Department
holds 26,400 shares as trustee for the Bank's two pension plans. These
additional shares held by the Bank's Trust Department are not reported as
beneficially owned by the Corporation's directors or executive officers,
although by virtue of the officers'and directors' service on the Bank's
Trust Committee, it may be asserted that the directors and officers have
beneficial ownership of such shares. The directors and executive officers
disclaim beneficial ownership of such shares.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
HUBCO, INC.
By:s/ James E. Schierloh
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James E. Schierloh
Chairman of the Board
Dated: April 19, 1994
