HUBCO INC
8-K/A, 1996-10-28
STATE COMMERCIAL BANKS
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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


      Date of Report (Date of earliest event reported): October 22, 1996


                                   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) 236-2630
              (Registrant's telephone number, including area code)



<PAGE>


Item 5.  Other Events

         On October 22, 1996,  HUBCO,  Inc.("HUBCO")  reported  earnings of $1.3
million  for the third  quarter of 1996 and $15.2  million  for the nine  months
ended September 30, 1996. The reported earnings reflect one-time  merger-related
and  restructuring  charges  relating  to  consummation  of the  acquisition  of
Lafayette  America Bank and Trust Company  ("Lafayette")  totalling (on an after
tax basis)  $7.5  million for the third  quarter  and $9.0  million for the nine
month period,  together with the FDIC's one-time  assessment to recapitalize the
SAIF fund based on HUBCO's  acquired SAIF balances  pursuant to recently adopted
Federal  legislation  which  totaled (on an after tax basis)  $512,000  for both
periods.  The results  reported  reflect the  operation of  Lafayette  which was
accounted for as a pooling for all periods,  but only reflect the acquisition of
Hometown  Bancorporation,  Inc. since the closing of that  transaction on August
30, 1996, since that transaction was accounted for as a purchase.

         A copy of the press release  announcing  the earnings is attached as an
exhibit.


Item 7.  Exhibits

       99.1   Press Release dated October 22, 1996. 
      

<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:  October 25, 1996                By:  /S/ D. LYNN VAN BORKULO-NUZZO
                                             ------------------------------ 
                                             D. Lynn Van Borkulo-Nuzzo,
                                             Executive Vice President


<PAGE>


                          INDEX TO EXHIBITS


       99.1   Press Release dated October 22, 1996. 
      



FOR IMMEDIATE RELEASE
October 22, 1996

                  HUBCO Release Third Quarter Earnings Results

         Mahwah, New Jersey, October 22, 1996 -- HUBCO, Inc. (NASDAQ:HUBC),  the
third  largest  New Jersey  based  commercial  banking  company  today  reported
earnings for the third quarter and first nine months of 1996.  The third quarter
results include all of the previously disclosed merger related and restructuring
charges  related to the  consummation  of the Lafayette  American Bank and Trust
Company  acquisition  on  July  1,  1996,  together  with  the  FDIC's  one-time
assessment to recapitalize the SAIF fund based on HUBCO's acquired SAIF balances
pursuant to Federal  legislation.  The results are reported here both before and
after all such third  quarter  charges.  The results  reflect the  operation  of
Lafayette American which was accounted for as a pooling for all periods but only
reflect the  acquisition  of Hometown  Bancorporation  since the closing of that
transaction on August 31, 1996,  since that  transaction  was accounted for as a
purchase.

         Earnings  per  share,  fully  diluted  for the  third  quarter  of 1996
excluding merger related,  restructuring  charges and the SAIF  recapitalization
charge  increased  11.6% to $.48 per  share  ($9,334,000),  from  $.43 per share
($8,606,000)  for the same period last year.  Including all the special  charges
described above earnings declined to $1,269,000 or $.07 per share.

         For the nine months ended  September 30, 1996,  fully diluted  earnings
per share before merger related, restructuring and SAIF recapitalization charges
increased 8.5% to $1.27  ($24,746,000),  from $1.17 per share  ($23,632,000) for
the same period last year.  Including all the special charges to date,  earnings
declined to $15,218,000 or $.78 per share.

         HUBCO's net interest margin for the third quarter of 1996 was 4.92% and
was 5.07% for the nine month period  ending  September  30, 1996.  This compares
with 5.31% and 5.32% for the comparable periods in 1995.

         Non-interest  income,  excluding security gains, totaled $5,999,000 for
the third quarter and $17,621,000  for the nine month period.  This represents a
decrease of 3.7% from the 1995 third quarter which  benefited  from a $1,000,000
gain arising from the  settlement of a bonding  company claim and an increase of
2.3% from the first nine months of 1995.

         Overhead expenses  excluding merger related and  restructuring  charges
and the SAIF  recapitalization  charge for the third  quarter of 1996  decreased
8.0% to $19,925,000 from $21,664,000 for the last year's third quarter.  For the
nine month period ended  September  30, 1996,  excluding  such special  charges,
overhead expenses  decreased 12.7% to $60,761,000 from  $69,567,000.  The merger
related and restructuring  charges on an after tax basis totaled  $7,554,000 for
the third  quarter  and  $9,016,000  for the nine  month  period  while the SAIF
recapitalization  charges  totaled  $512,000  on an  after  tax  basis  for both
periods.  All of  the  merger  related  and  restructuring  charges  related  to
Lafayette American have now been expensed.  The computer conversion of Lafayette
American took place on September  20, 1996, as did certain other cost  reduction
steps.  The related cost savings from the  Lafayette  American  acquisition  are
expected to be reflected in HUBCO's future results.  HUBCO's  efficiency  ratio,
excluding  merger related and  restructuring  charges and SAIF  recapitalization
charges,  was 57.60% for the third  quarter and 58.37% for the nine month period
ended September 30, 1996.

         Non-performing  assets of  $39,050,000  (1.4% of assets) were flat from
$39,570,000  a year ago and up  slightly  from  $37,885,000  at June  30,  1996.
Non-performing  loans totaled  $31,960,000 (2.0% of loans) up from $25,628,000 a
year ago and flat from  $31,039,000 at June 30, 1996. The Allowance for Possible
Loan Losses totaled $29,709,000 which represented 93.0% of non-performing  loans
and 96.6% of non-accruing loans.

         HUBCO's  total assets at September 30, 1996 were $2.72  billion.  Loans
totaled $1.61 billion,  deposits were $2.24 billion and stockholders  equity was
$182.6  million.  HUBCO  raised $75  million  of  Subordinated  Debt  during the
quarter, a substantial portion of which is included in Tier II Capital.  Capital
ratios for HUBCO were as follows:  Tier I Risk Based - 9.47%,  Total Risk Based-
15.46% and The  Leverage  Capital  Ratio was 6.40%.  These ratios all exceed the
regulatory  requirements  of 6%, 10% and 5% respectively to be considered a well
capitalized institution.

         HUBCO,  Inc. is the bank holding  company for Hudson  United Bank which
operates 59 branches in New Jersey and Lafayette American Bank and Trust Company
which  operates 21 branches  in  Connecticut.  Two  additional  acquisitions  in
Connecticut are pending and are expected to close in the fourth quarter.



                                  HUBCO, INC.

                              Financial Highlights
                      (in thousands, except per share data)

                                                            Quarter Ended
                                                             September 30
                                                             ------------

                                                         1996         1995
                                                         ----         ----
Net Interest Income                                   $28,505       $29,434
Provision for Possible Loan Losses                      1,429         1,650
Net Income                                              1,269         8,606
Net Income, excluding one-time charge                   9,334         8,606
Net Income Per Share, fully diluted                       .07           .43
Net Income Per Share, excluding one-time charges          .48           .43
Weighted Average Shares Outstanding                    19,257        20,031

                                                           Nine Months Ended
                                                             September 30
                                                             ------------

                                                        1996          1995
                                                        ----          ----
Net Interest Income                                  $85,871        $88,581
Provision for Possible Loan Losses                     5,825          5,890
Net Income                                            15,218         23,632
Net Income, excluding one-time charges                24,746         23,632
Net Income Per Share, fully diluted                      .78           1.17
Net Income Per Share, excluding one-time charges        1.27           1.17
Weighted average Shares Outstanding                   19,460         20,153


                                                           At September 30
                                                           ---------------

                                                        1996         1995
                                                        ----         ----
Total Assets                                      $2,724,664     $2,442,562
Total Loans                                        1,609,410      1,434,248
Total Deposits                                     2,239,157      2,097,723
Stockholders' Equity                                 182,631        185,817

Weighted  Average Shares  Outstanding have been  retroactively  adjusted for the
effects of acquisitions  accounted for as poolings of interest,  stock dividends
and stock splits.




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