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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 14, 1995
Date of Report (Date of earliest event reported)
HUBCO, INC.
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation)
1-10699 22-2405746
(Commission File Number) (IRS Employer Identification No.)
1000 MacArthur Boulevard, Mahwah, New Jersey 07430
(Address of principal executive offices)
(201) 236-2640
(Registrant's telephone number, including area code)
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<PAGE>
This Form 8-K/A amends the Current Report on Form 8-K of HUBCO, Inc.
("HUBCO") dated February 14, 1995 (the "Original Form 8-K"), previously filed
with the Securities and Exchange Commission (the "Commission"). The Original
Form 8-K was filed to report the (then proposed) acquisition by HUBCO of
Urban National Bank ("Urban"). The Original Form 8-K reported this event
under Item 5, but contained the financial statements of the business acquired
(i.e., Urban) and the pro forma financial information which would be required
for a report under Item 2 of Form 8-K. This Form 8-K/A amends the Original
Form 8-K by identifying it as an Item 2 filing, by updating the information
regarding consummation of the Urban transaction, by incorporating by
reference updated financial statements of Urban, and by including and
incorporating by reference updated pro forma financial information.
Item 2. Acquisition or Disposition of Assets.
On June 30, 1995, HUBCO, Inc. ("HUBCO") completed its previously
announced acquisition of Urban National Bank ("Urban"), by merging Urban with
HUBCO's wholly-owned subsidiary, Hudson United Bank ("HUB"). The merger
increased HUBCO's branch network to 58 locations in northern New Jersey.
Pursuant to the Agreement and Plan of Merger dated February 14, 1995 by and
among HUBCO, HUB and Urban, shareholders of Urban received 2.17 shares of
HUBCO Common Stock in exchange for each share of Urban Common Stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated statement of condition of Urban as of December
31, 1994 and the audited consolidated statement of income of Urban for the
year ended December 31, 1994 are incorporated by reference herein from the
Proxy Statement of HUBCO with respect to the Annual Meeting of HUBCO
shareholders held on June 1, 1995 (the "HUBCO 1995 Proxy Statement").
The audited consolidated financial statements of Urban for the years
ended December 31, 1993 and 1992 were filed as Exhibit 99 to the Original
Form 8-K to which this Form 8-K/A is an amendment.
The unaudited financial statements of Urban as of and for the three
months ended March 31, 1995 are set forth below.
<PAGE>
URBAN NATIONAL BANK
CONSOLIDATED BALANCE SHEET
MARCH 31, 1995
(UNAUDITED)
(In thousands, except share data)
ASSETS
Cash and due from banks $ 12,954
Federal funds sold 9,100
---------
TOTAL CASH AND CASH EQUIVALENTS 22,054
Securities
Available for sale, at market value 49,526
Held to maturity, at amortized cost 55,369
(market value of $ 52,583)
---------
TOTAL SECURITIES 104,895
Loans 91,315
Less:
Allowance for possible loan losses 1,492
---------
NET LOANS 89,823
---------
Premises and equipment, net 1,749
Other real estate 2,152
Other assets 3,799
---------
TOTAL ASSETS $ 224,472
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits $ 195,709
Short term borrowings 14,709
Other liabilities 867
---------
TOTAL LIABILITIES $ 211,285
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common Stock, par value $1.25; 984,372
shares authorized, issued and outstanding 1,230
Additional paid-in capital 1,329
Retained earnings 12,132
Change in unrealized holding loss on
securities available for sale, net of
income taxes (1,504)
---------
TOTAL SHAREHOLDERS' EQUITY 13,187
---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 224,472
=========
<PAGE>
URBAN NATIONAL BANK
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
For The Quarter
Ended March 31,
(In thousands, except per share data) 1995 1994
------- ------
INTEREST INCOME:
Loans $ 2,163 $ 1,749
Securities 1,443 1,305
Federal Funds Sold 169 82
------- -------
TOTAL INTEREST INCOME 3,775 3,136
------- -------
INTEREST EXPENSE:
Deposits 1,062 886
Interest on short-term and other borrowings 219 135
------- -------
TOTAL INTEREST EXPENSE 1,281 1,021
------- -------
NET INTEREST INCOME 2,494 2,115
PROVISION FOR POSSIBLE LOAN LOSSES - 70
------- -------
NET INTEREST INCOME AFTER
PROVISION FOR POSSIBLE LOAN LOSSES 2,494 2,045
------- -------
Non-interest income 341 392
OPERATING EXPENSES:
Salaries and other employee benefits 1,082 951
Occupancy and equipment expense 302 330
Other operating expenses 766 631
------- -------
2,150 1,912
INCOME BEFORE PROVISION
FOR INCOME TAXES 685 525
------- -------
Provision for income taxes 245 177
------- -------
NET INCOME $ 440 $ 348
======= =======
Net income per share $ 0.45 $ 0.35
======= =======
<PAGE>
<TABLE>
<CAPTION>
URBAN NATIONAL BANK
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(UNAUDITED)
Unrealized
Holding Loss
Additional On Securities Total
Common Paid-in Retained Available Shareholders'
(In thousands) Stock Capital Earnings For Sale Equity
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1994 $ 1,230 $ 1,329 $ 11,692 $ (2,456) $ 11,795
Unrealized holding loss
on Securities available
for sale, net of income
taxes 952 952
Net income - three months
ended March 31, 1995 440 440
------- ------- --------- ---------- --------
Balance at March 31, 1995 $ 1,230 $ 1,329 $ 12,132 $ (1,504) $ 13,187
======= ======= ========= ========== ========
</TABLE>
<PAGE>
URBAN NATIONAL BANK
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(in thousands)
1995 1994
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 440 $ 348
Adjustments to reconcile net income to net
cash provided by operating activities
Net amortization of premiums on investments 193 116
Depreciation and amortization 72 89
Provision for possible loan losses - 25
Provision for possible losses on other real estate - 45
Gains on sales of securities, net - (1)
Gains on sales of premises and equipment (7) -
Gains on sales of loans, net (3) -
Gains on sales of other real estate - (10)
Net (increase) decrease in mortgage loans held for sale (29) 620
Deferred income tax benefit (272) (377)
(Increase) decrease in other assets (1) 3,857
Decrease in other liabilities (1,922) (200)
------ -----
Net cash provided by (used in) operating
activities (1,529) 4,512
------ -----
CASH FLOWS FROM INVESTING ACTIVITIES:
Securities available for sale-
Proceeds from sales - 101
Purchases (1,025) (9,848)
Proceeds from principal repayments and maturities 1,222 2,914
Securities held to maturity-
Purchases (2,083) (4,701)
Proceeds from principal repayments and maturities 3,092 8,241
Net increase in loans (930) (577)
Proceeds from the sale of premises and equipment 32 10
Capital expenditures (18) (157)
Decrease in other real estate, net 975 470
------ ------
Net cash provided by (used in) investing
activities 1,265 (3,547)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits (10,726) (3,383)
Net decrease in securities sold under agreements
to repurchase and treasury, tax and loan
deposits (5,596) (8,571)
------ ------
Net cash used in financing activities (16,322) (11,954)
------- -------
Net decrease in cash and cash equivalents (16,586) (10,989)
------- -------
CASH AND CASH EQUIVALENTS, beginning of period $38,640 $25,272
------- -------
CASH AND CASH EQUIVALENTS, end of period $22,054 $14,283
======= =======
<PAGE>
(b) Pro Forma Financial Information.
This Current Report incorporates by reference from the HUBCO 1995 Proxy
Statement: the unaudited Pro Forma Combined Condensed Balance Sheet of HUBCO,
Jefferson and Urban at December 31, 1994, the unaudited Pro Forma Combined
Condensed Statements of Income covering (i) the year ended December 31, 1994
and (ii) the year ended December 31, 1993, and the accompanying Notes to the
Pro Forma Combined Condensed Unaudited Financial Statements.
The following unaudited pro forma financial information takes into
account HUBCO's acquisition of Washington Bancorp. Inc. (the "Washington
Merger"), completed on July 1, 1994, HUBCO's acquisition of Jefferson
National Bank ("Jefferson"), completed on April 5, 1995, and HUBCO's
acquisition of Urban, completed on June 30, 1995. The Washington Merger has
been accounted for as a purchase. Accordingly, HUBCO's historical financial
statements reflect the consolidated results of operations of Washington
Bancorp, Inc. ("Washington") solely for periods on or after July 1, 1994. In
contrast, both the Jefferson merger and the Urban merger have been accounted
for as poolings of interests. Under the pooling of interests method of
accounting, HUBCO's consolidated financial statements were retroactively
adjusted after the mergers to combine the results of the operations of HUBCO,
Jefferson and Urban for periods prior to the consummation of the merger.
The following unaudited Pro Forma Combined Condensed Balance Sheet of
HUBCO, Jefferson and Urban at March 31, 1995 gives effect to the Jefferson
and Urban mergers as if they had been consummated on that date, based on
adjustments described in the accompanying Notes to the Pro Forma Combined
Condensed Unaudited Financial Statements (the "Notes"). Inasmuch as the
Washington Merger was consummated prior to March 31, 1995, HUBCO's historical
balance sheet at March 31, 1995 includes the assets and liabilities of
Washington retained by the merged institution at March 31, 1995.
Also presented are two separate unaudited Pro Forma Combined Condensed
Statements of Income, covering (i) the three months ended March 31, 1995 (the
"March 1995 Pro Forma Statement"), and (ii) the three months ended March 31,
1994 (the "March 1994 Pro Forma Statement"). These unaudited Pro Forma
Combined Condensed Statements of Income reflect the following:
The March 1995 Pro Forma Statement gives effect to the Jefferson
and Urban mergers as if such transactions had occurred on January
1, 1995 and combines the results of operations of HUBCO, Jefferson
and Urban for the three months ended March 31, 1995. As noted in
the Notes, no adjustments were required for this period to the
historic financial information.
The March 1994 Pro Forma Statement gives effect to the Washington
Merger and the Jefferson and Urban mergers as if such transactions
had occurred on January 1, 1994. The March 1994 Pro Forma
Statement combines the results of operations of (i) HUBCO for the
three months ended March 31, 1994, (ii) Washington for the three
months ended March 31, 1994, (iii) Jefferson for the three months
ended March 31, 1994 and (iv) Urban for the three months ended
March 31, 1994 subject to the adjustments set forth in the Notes.
The unaudited pro forma information presented herein has been prepared
by HUBCO's management based upon the historical financial statements and
related notes thereto of HUBCO, Washington, Jefferson and Urban. The Pro
Forma Combined Condensed Statements of Income are not necessarily indicative
of the results of operations which would have been achieved had these
transactions been consummated as of the beginning of such periods for which
such data are presented and should not be construed as being representative
of future periods.
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA COMBINED CONDENSED BALANCE SHEET
AS OF MARCH 31, 1995
(Unaudited)
Pro Forma
Pro Forma Combined Pro Forma
Historical Adjustments HUBCO and Historical Adjustments Pro Forma
HUBCO Jefferson Jefferson Jefferson Urban Urban Combined
----- --------- --------- --------- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets: (in thousands)
Cash and due from $52,391 $4,559 $- $56,950 $12,954 $- $69,904
banks
Securities 455,965 24,605 - 480,570 55,369 22,333 (AA) 558,272
Securities 58,195 5,038 (517)(A) 62,716 49,526 (22,348)(BB) 89,894
available for sale
Federal funds 29,600 11,500 - 41,100 9,100 - 50,200
sold
Loans 714,935 44,043 - 758,978 91,315 - 850,293
Allowance for (13,376) (1,674) - (15,050) (1,492) - (16,542)
possible loan
losses
Premises and 32,251 777 - 33,028 1,749 - 34,777
equipment
Other real estate 3,054 1,084 - 4,138 2,152 - 6,290
Intangible assets 9,198 - - 9,198 - - 9,198
Other assets 18,905 1,006 102(B) 20,013 3,799 3(CC) 23,815
-------- -------- -------- -------- -------- -------- --------
Total Assets $1,361,118 $90,938 ($415) $1,451,641 $224,472 ($12) $1,676,101
========== ======== ======== ========== ======== ========= ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA COMBINED CONDENSED BALANCE SHEET (Unaudited)
AS OF MARCH 31, 1995
Pro Forma
Pro Forma Combined Pro Forma
Historical Adjustments HUBCO and Historical Adjustments Pro Forma
HUBCO Jefferson Jefferson Jefferson Urban Urban Combined
----- --------- --------- --------- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Liabilities: (in thousands)
Deposits $1,156,294 $84,707 $- $1,241,001 $195,709 $- $1,436,710
Short term borrowings 70,712 - - 70,712 14,709 - 85,421
Other liabilities 6,173 835 - 7,008 867 - 7,875
--------- -------- -------- --------- --------- -------- ---------
Total Liabilities 1,233,179 85,542 - 1,318,721 211,285 - 1,530,006
--------- -------- -------- --------- --------- -------- ---------
Subordinated debentures 25,000 - - 25,000 - - 25,000
--------- -------- -------- --------- --------- -------- ---------
Stockholders' Equity:
Preferred stock 16,908 - - 16,908 - - 16,908
Common stock 18,492 1,356 (272)(C) 19,576 1,230 2,566(DD) 23,372
Additional paid in capital 49,240 1,474 (3)(D) 50,711 1,329 (2,574)(EE) 49,466
Retained Earnings 28,687 2,614 - 31,301 12,132 - 43,433
Unrealized holding gain (loss)
on securities available for
sale, net of income taxes 478 (48) (140)(E) 290 (1,504) (4)(FF) (1,218)
Treasury stock (9,747) - - (9,747) - - (9,747)
Restricted stock awards (1,119) - - (1,119) - - (1,119)
---------- -------- -------- ---------- -------- -------- ----------
Total stockholders'
equity 102,939 5,396 (415) 107,920 13,187 (12) 121,095
---------- -------- -------- ---------- -------- -------- ----------
Total liabilities
and stockholders'
equity $1,361,118 $90,938 ($415) $1,451,641 $224,472 ($12) $1,676,101
========== ======== ======== ========== ======== ======== ==========
See accompanying notes to proforma combined condensed unaudited financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (Unaudited)
For the three months ended March 31, 1995
Pro Forma
Pro Forma Combined Pro Forma
Historical Adjustments HUBCO and Historical Adjustments Pro Forma
HUBCO Jefferson Jefferson Jefferson Urban Urban Combined
----- --------- --------- --------- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest Income: (in thousands, except per share amounts)
Loans $16,877 $977 $- $17,854 $2,163 $- $20,017
Securities 8,359 385 - 8,744 1,443 - 10,187
Federal funds sold 16 136 - 152 169 - 321
-------- ------- ------- ------- ------- ------- -------
Total Interest Income 25,252 1,498 - 26,750 3,775 - 30,525
-------- ------- ------- ------- ------- ------- -------
Interest expense:
Deposits 7,034 558 - 7,592 1,062 - 8,654
Borrowings 628 - - 628 219 - 847
Subordinated debt 492 - - 492 - - 492
------- ------- ------- ------- ------- ------- -------
Total interest 8,154 558 - 8,712 1,281 - 9,993
expense ------- ------- ------- ------- ------- ------- -------
Net interest income 17,098 940 - 18,038 2,494 - 20,532
before provision for
possible loan losses
Provision for possible loan
losses 1,050 - - 1,050 - - 1,050
------- ------- ------- -------- ------- ------- -------
Net interest income
after provision for
possible loan losses 16,048 940 - 16,988 2,494 - 19,482
-------- ------- ------- -------- ------- ------- -------
Non-interest income 3,737 145 - 3,882 341 - 4,223
-------- ------- ------- -------- ------- ------- -------
Operating expenses:
Salaries and other
employee benefits 6,264 374 - 6,638 1,082 - 7,720
Occupancy and equipment
expense 1,694 109 - 1,803 302 2,105
Other operating expenses 4,411 349 - 4,760 766 5,526
-------- ------- ------- -------- -------- -------- --------
Total operating expenses 12,369 832 - 13,201 2,150 - 15,351
-------- ------- ------- -------- -------- -------- --------
Income before income taxes 7,416 253 - 7,669 685 - 8,354
Income tax provision 2,628 - - 2,628 245 - 2,873
-------- ------- ------- -------- -------- -------- --------
Net Income 4,788 $253 $- $5,041 $440 $- $5,481
======== ======= ======= ======== ======== ======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(Unaudited)
For the three months ended March 31, 1995
Pro Forma
Combined
Pro Forma HUBCO Pro Forma Pro Forma
Historical Adjustments and Historical Adjustments Combined
HUBCO Jefferson Jefferson Jefferson Urban Urban
----- --------- --------- --------- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Income per share (x):
Primary (y) $0.47 $0.46 $0.42
Fully Diluted 0.44 0.44 0.40
Book Value per common
share (x) 8.77 8.76 8.44
Dividends per common
share (x) 0.15 0.15 0.15
Weighted average
number of common
shares outstanding 9,675 10,285 12,420
(x)
Weighted average
number of fully
diluted common shares 10,791 11,401 13,536
outstanding (x)
(x) Shares issued and outstanding have been adjusted for the Stock Split.
(y) After reduction of $ 279 ($.36 per share) of Series A Preferred Stock dividends for the HUBCO financial
information, for the pro forma combined HUBCO and Jefferson financial information and the pro forma combined
HUBCO, Jefferson and Urban financial information.
See accompanying notes to pro forma combined condensed unaudited financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (Unaudited)
For the three months ended March 31, 1994
Pro Forma
Pro Forma Combined
Historical Adjustments HUBCO and Historical
HUBCO Washington Washington Washington Jefferson
----- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Interest Income: (in thousands, except per share amounts)
Loans $10,576 $3,393 ($226) (a) $13,743 $363
Securities 6,829 1,099 71 (b) 8,025 110
26 (c)
- (d)
Federal funds sold 105 33 - 138 34
------- ------- ------ ------- -------
Total Interest Income 17,510 4,525 (129) 21,906 507
------- ------- ------- ------- -------
Interest expense:
Deposits 4,593 1,844 397 (e) 6,834 182
Borrowings 110 5 216 (f) 331 -
Subordinated debt 428 - - - -
------- ------- ------- -------- -------
Total interest expense 4,703 1,849 612 7,164 182
------- ------- ------- -------- -------
Net interest income 12,807 2,676 (741) 14,742 325
before provision for
possible loan losses
Provision for 450 75 - 525 25
possible loan losses -------- ------- ------- ------- -------
Net interest income 12,357 2,601 (741) 14,217 300
after provision for -------- ------- ------- ------- -------
possible loan losses
Non-interest income 2,209 200 - 2,409 44
-------- ------- ------- ------- -------
Operating expenses:
Salaries and other 4,665 830 - 5,495 142
employee benefits
Occupancy and 1,341 202 9 (g) 1,552 29
equipment expense
Other operating 2,000 1,158 250 (h) 3,408 133
expenses -------- -------- -------- -------- -------
Total operating 8,006 2,190 259 10,455 304
expenses -------- -------- -------- -------- -------
Income (loss) before 6,560 611 (1,000) 6,171 40
income taxes
Income tax provision 2,346 219 (380)(i) 2,185 -
(benefit) -------- ------- -------- -------- -------
Net Income (loss) $4,214 $392 ($620) 3,986 $40
======== ======= ======== ======== =======
- ----------------------------------------------------------------------------------------------
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (Unaudited)
For the three months ended March 31, 1994
(continued)
Pro Forma
Combined
HUBCO
Pro Forma Washington Pro Forma
Adjustments and Historical Adjustments Pro Forma
Jefferson Jefferson Urban Urban Combined
--------- --------- ----- ----- --------
<S> <C> <C> <C> <C> <C>
Interest Income: (in thousands, except per share amounts)
Loans - 14,106 1,749 $- $15,855
Securities - 8,135 1,305 - 9,440
Federal funds sold - 172 82 - 254
------- ------- ------- ------- --------
Total Interest Income - 22,413 3,136 - 25,549
------- ------- ------- ------- --------
Interest expense:
Deposits - 7,016 886 - 7,902
Borrowings - 331 135 - 466
Subordinated debt - - - - -
------- ------- ------- ------- -------
Total interest expense - 7,346 1,021 - 8,367
------- ------- ------- ------- -------
Net interest income - 15,067 2,115 - 17,182
before provision for
possible loan losses
Provision for 59(F) 609 70 12(GG) 691
possible loan losses ------- ------- ------- ------- -------
Net interest income (59) 14,458 2,045 (12) 16,491
after provision for ------- ------- ------- ------- -------
possible loan losses
Non-interest income - 2,453 392 - 2,845
------- ------- ------- ------- -------
Operating expenses:
Salaries and other - 5,637 951 - 6,588
employee benefits
Occupancy and - 1,581 330 - 1,911
equipment expense
Other operating (59)(F) 3,482 631 (12)(GG) 4,101
expenses --------- -------- -------- -------- -------
Total operating (59) 10,700 1,912 (12) 12,600
expenses -------- -------- -------- -------- -------
Income (loss) before - 6,211 525 - 6,736
income taxes
Income tax provision - 2,185 177 - 2,362
(benefit) -------- -------- -------- -------- -------
Net Income (loss) $- $4,026 $348 $- $4,374
======== ======== ======== ======== =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (Unaudited)
For the three months ended March 31, 1994
Pro Forma
Combined
Pro Forma HUBCO
Pro Forma Combined Pro Forma Washington
Historical Adjustments HUBCO and Historical Adjustments and
HUBCO Washington Washington Washington Jefferson Jefferson Jefferson
----- ---------- ---------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Income per share (x):
Primary (y) $0.43 $0.38 $0.36
Fully Diluted 0.43 0.36 0.35
Book Value per common 7.44 7.44 7.58
share (x)
Dividends per common 0.08 0.08 0.08
share (x)
Weighted average
number of 9,782 9,782 10,393
common shares
outstanding (x)
Weighted average
number of
fully diluted common 9,782 10,979 11,590
shares outstanding (x)
--------------------------------------------------------------------------------------------------------------
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME (Unaudited)
For the three months ended March 31, 1994
(continued)
Pro Forma
Historical Adjustments Pro Forma
Urban Urban Combined
----- ----- ---------
<S> <C> <C> <C>
Income per share (x):
Primary (y) $0.33
Fully Diluted 0.32
Book Value per common 7.33
share (x)
Dividends per common 0.08
share (x)
Weighted average
number of
common shares
outstanding (x) 12,528
Weighted average
number of
fully diluted common
shares outstanding (x) 13,725
(x) Shares issued and outstanding have been adjusted for the Stock Split.
(y) After reduction of $287 ($.36 per share) of Series A Preferred Stock dividends for the pro forma combined
HUBCO and Washington financial information and the pro forma combined HUBCO, Washington and Jefferson
financial information and the pro forma combined HUBCO, Washington, Jefferson and Urban financial information.
See accompanying notes to pro forma combined condensed unaudited financial statements.
</TABLE>
<PAGE>
NOTES TO PRO FORMA COMBINED CONDENSED UNAUDITED FINANCIAL STATEMENTS
1) The following is a summary of the adjustments required to the
pro forma combined condensed statements of income of HUBCO and
Washington assuming the adjustments were made as of the
beginning of the periods presented:
(a) To record the amortization on a straight line basis (which
is not materially different than the level yield basis) of
the premium on the loan portfolio over 4.6 years.
(b) To record the amortization on a straight line basis (which
is not materially different than the level yield basis) of
the discount on the investment portfolio over its estimated
life of 1.6 years.
(c) To reflect an increase of interest income from the proceeds
of Washington stock options at 6.25%.
(d) To reflect a loss of interest income for the use of funds
for acquisition expenses at 6.25%.
(e) To record the amortization of the premium on deposits.
(f) To reflect an increase in the cost of funds for cash
payments to Washington shareholders at 4.50%.
(g) To reflect an increase in depreciation expense reflecting
the net increase in carrying value of premises and
equipment.
(h) To reflect the increase in expense from the amortization of
cost over fair value of the Washington Merger based on a 5
year life.
(i) To reflect the anticipated tax benefit on the pro forma
adjustments.
The following summarizes the acquisition of Jefferson by HUBCO in a pooling
of interest transaction as reflected in the accompanying pro forma combined
condensed unaudited financial statements.
2) Securities Available for Sale
To eliminate Jefferson's shares currently
owned by HUBCO.
($517)(A)
=======
3) Other Assets
To record the deferred tax adjustment
related to the unrealized holding loss on
the Jefferson "Available for Sale" portfolio. $17
To eliminate the deferred tax gain on
Jefferson stock owned by HUBCO. 85
--------
$102(B)
========
4) Common Stock
Retirement of Jefferson's outstanding common
stock. ($1,356)
Issuance of 609,949 shares of HUBCO Common
Stock with a stated value of $1.778 per share. 1,084
--------
($ 272)(C)
========
5) Additional Paid in Surplus
To transfer excess common stock to
additional paid in surplus. $ 272
To eliminate Jefferson's shares currently
owned by HUBCO. (275)
--------
($ 3)(D)
========
6) Unrealized Holding Gain (Loss) on
Securities Available for Sale
Eliminate unrealized holding (gain) loss on
Jefferson Common Stock held by HUBCO. ($ 157)
To record the deferred tax adjustment related
to the unrealized holding loss on the
Jefferson "Available for Sale" portfolio. 17
--------
($140)(E)
========
7) Other Real Estate
The Pro Forma Combined Condensed Statements
of Income for the three months ended March
31, 1994 has been adjusted to reclassify
Jefferson's ORE valuation reserves on in-
substance foreclosures to HUBCO's provision
for possible loan losses to conform to
HUBCO's implementation of SFAS 114.
Accordingly, the provision for possible loan
losses has been increased and other
operating expenses decreased by $59. No
adjustment was needed for the period ending
March 31 1995. (F)
8) Shopper's Charge Account Transaction
On December 7, 1994, the Bank acquired
Shopper's Charge Accounts Co. ("Shoppers")
for approximately $16.3 million in cash in a
transaction accounted for under the purchase
method of accounting. Accordingly, the Bank
recorded approximately $63.4 million in
assets and $46.9 million in liabilities.
The difference reflects the stockholders'
equity of Shoppers of $13.2 million and the
purchase accounting adjustments of $3.3
million. No goodwill arose from the transaction.
The acquisition of Shoppers did not have a
material effect on the financial condition
or results of operations of HUBCO as of and
for the year ended December 31, 1994.
The following summarizes the acquisition of Urban by HUBCO in a pooling of
interest transaction as reflected in the accompanying pro forma combined
condensed unaudited financial statements.
9) Securities
Transfer of selected securities from Urban's
"Available for Sale" portfolio to HUBCO's $22,333(AA)
"Held to Maturity" portfolio. =======
10) Securities Available for Sale
To eliminate Urban shares currently owned
by HUBCO. ($15)
Transfer of selected securities from Urban's
"Available for Sale" portfolio to HUBCO's
"Held to Maturity" portfolio. (22,333)
--------
($22,348)(BB)
========
11) Other Assets
To eliminate the deferred tax gain on Urban
stock currently owned by HUBCO. $3(CC)
========
12) Common Stock
Retirement of Urban's outstanding common
stock. ($1,230)
Issuance of 2,135,002 shares of HUBCO
common stock with a stated value of $1.778
per share. 3,796
--------
$ 2,566(DD)
========
13) Additional Paid in Capital
To eliminate Urban shares currently owned
by HUBCO. ($ 8)
To transfer paid in capital to common stock
for the issuance of 2,135,002 shares of
HUBCO stock, net of Urban's capital. (2,566)
--------
($2,574)(EE)
========
14) Unrealized Holding Gain (Loss) on
Securities Available for Sale
Eliminate unrealized holding gain on Urban
Common Stock held by HUBCO. ($ 4)(FF)
========
15) Other Real Estate
The Pro Forma Combined Condensed Statements
of Income for the three months ended March
31, 1994 has been adjusted to reclassify
Urban's ORE valuation reserves on in-
substance foreclosures to HUBCO's provision
for possible loan losses to conform to
HUBCO's implementation of SFAS 114.
Accordingly, the provision for possible
loan losses has been increased and other
operating expenses decreased by $12. No
adjustment was needed for the period ending
March 31, 1995. (GG)
<PAGE>
(c) Exhibits.
The following exhibits were previously filed as exhibits to, or
incorporated by reference in, the Original Form 8-K to which this Form 8-K/A
is an amendment, and thus are not included in this filing:
1. Letter Agreement dated March 1, 1995 by and among HUBCO, HUB and
Jefferson National Bank (Exhibit 10 to the Original Form 8-K).
2. Agreement and Plan of Merger dated February 14, 1995 by and among
HUBCO, HUB and Urban (Incorporated by reference into the Original
Form 8-K from HUBCO's Current Report on Form 8-K filed with the
Commission on February 23, 1995) (Exhibit 2 thereto).
3. Consent of Stephen P. Radics & Co. (Exhibit 23 to the Original Form
8-K).
4. Audited consolidated financial statements of Urban for the years
ended December 31, 1993 and 1992, and unaudited consolidated
financial statements of Urban for the nine months ended September
30, 1994 (Exhibit 99 to the Original Form 8-K).
The following exhibit was not previously filed as part of the Original
Form 8-K and is incorporated by reference in this filing:
Audited consolidated financial statements of Urban for the year
ended December 31, 1994 (Incorporated by reference from the 1995
HUBCO Proxy Statement).
The following exhibit was not previously filed as part of the Original Form
8-K and is included in this filing:
Consent of Arthur Andersen LLP (Exhibit 23 to this filing).
<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 thereunto duly authorized.
HUBCO, INC.
Dated: September 26, 1995 By: KENNETH T. NEILSON
-------------------------
Kenneth T. Neilson
President and
Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
23 Consent of Arthur Andersen LLP
Exhibit 23
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To HUBCO, Inc.
As independent public accountants, we hereby consent to the incorporation by
reference in this Current Report on Form 8-K/A of our report dated January
12, 1995 on the financial statements of Urban National Bank included in
HUBCO's 1995 Proxy Statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
September 13, 1995
