As filed with the Securities and Exchange Commission on November 5, 1996
Registration No. 333-14675
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-4/A
AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
HUBCO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 6712 22-2405746
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S.EMPLOYER
JURISDICTION OF CLASSIFICATION CODE IDENTIFICATION NO.)
INCORPORATION OR NUMBER)
ORGANIZATION)
1000 MacARTHUR BOULEVARD
MAHWAH, NEW JERSEY 07430
(201) 236-2200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
KENNETH T. NEILSON, CHAIRMAN, PRESIDENT & CEO
1000 MacARTHUR BOULEVARD
MAHWAH, NEW JERSEY 07430
(201) 236-2631
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------------
WITH A COPY TO:
MICHAEL W. ZELENTY, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NJ 07962-1945
201-966-6300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. IF THE ONLY
SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED IN CONNECTION WITH
THE FORMATION OF A HOLDING COMPANY AND THERE IS COMPLIANCE WITH GENERAL
INSTRUCTION G, CHECK THE FOLLOWING BOX.|_|
--------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price aggregate registration
registered registered per unit offering price fee
8.20% Exchange
Subordinated
Debentures $75,000,000 100% $75,000,000 $25,862
due 2006
================================================================================
(1) Calculated pursuant to Rule 457 of the Securities Act of 1933.
--------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
TENDER FOR ALL OUTSTANDING
8.20% SUBORDINATED DEBENTURES DUE 2006
IN EXCHANGE FOR
8.20% EXCHANGE SUBORDINATED DEBENTURES DUE 2006
OF
HUBCO, INC.
--------------------
THE EXCHANGE OFFER
WILL EXPIRE AT 5:00 p.m., NEW YORK CITY TIME,
ON DECEMBER 13, 1996, UNLESS EXTENDED
HUBCO, Inc. ("HUBCO" or the "Company"), a New Jersey corporation,
hereby offers, upon terms and subject to the conditions set forth in this
Prospectus (the "Prospectus") and the accompanying Letter of Transmittal (the
"Letter of Transmittal" which, together with the Prospectus, constitutes the
"Exchange Offer"), to exchange its 8.20% Exchange Subordinated Debentures due
2006 (the "New Debentures"), which have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to the Registration
Statement of which this Prospectus is a part, for a like principal amount of its
issued and outstanding 8.20% Subordinated Debentures due 2006 (the "Old
Debentures"), of which an aggregate of $75,000,000 in principal amount is
outstanding. The Old Debentures and the New Debentures are referred to herein
collectively as the "Debentures." (Continued on Next Page)
SEE "SPECIAL CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED IN CONNECTION WITH THE EXCHANGE OFFER AND AN INVESTMENT IN
THE NEW DEBENTURES.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is November 5, 1996
*********************************************************
* Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
*********************************************************
The form and terms of the New Debentures will be identical in all
material respects to the form and terms of the Old Debentures, except that (i)
the New Debentures will have been registered under the Securities Act and,
therefore, will not bear legends restricting the transfer thereof, and (ii)
holders of New Debentures will not be entitled to the prospective increase in
interest rate contained in the Old Debentures. See "The Exchange Offer" and
"Description of Debentures".
The Company will accept for exchange any and all Old Debentures validly
tendered and not withdrawn prior to 5:00 p.m., New York City time, on
December 13, 1996, unless extended (such date, or such later date to which the
Exchange Offer may be extended, the "Expiration Date"). Tenders of Old
Debentures may be withdrawn at any time prior to 5:00 p.m., New York City time,
on the Expiration Date. The Exchange Offer is not conditioned upon any minimum
principal amount of Old Debentures being tendered for exchange. However, the
Exchange Offer is subject to certain conditions, which may be waived by the
Company. See "The Exchange Offer". It is expected that the Registration
Statement will be effective prior to 150 days after the original issuance of the
Old Debentures and the Exchange Offer will be consummated prior to 180 days
after the original issuance of the Old Debentures and, therefore, holders of Old
Debentures, whether or not tendered, will not be entitled to the contingent
increase in interest rate provided for in the Old Debentures.
Based on no-action letters issued by the staff of the Securities and
Exchange Commission to third parties, the Company believes that New Debentures
issued pursuant to the Exchange Offer in exchange for Old Debentures may be
offered for resale, resold, and otherwise transferred by a holder thereof (other
than broker-dealers and any holder that is an "affiliate" of the Company within
the meaning of Rule 405 under the Securities Act) without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that the holder is acquiring the New Debentures in the ordinary course of its
business and has no arrangement or understanding with any person to participate
in the distribution of the New Debentures. See "Morgan Stanley & Co., Inc.", SEC
No-Action Letter (available June 5, 1991), and "Exxon Capital Holdings
Corporation", SEC No-Action Letter (available May 13, 1988). Each Holder wishing
to accept the Exchange Offer must represent to the Company in the Letter of
Transmittal that such conditions have been met in connection with its proposed
acquisition of New Debentures. See "THE EXCHANGE OFFER -- Purpose and Effect of
the Exchange Offer".
The New Debentures will mature on September 15, 2006. Interest on the
New Debentures is payable semi-annually on March 15 and September 15 beginning
March 15, 1997. The New Debentures are unsecured and subordinate in right of
payment to all Senior Indebtedness (as defined herein) of HUBCO. See
"DESCRIPTION OF THE NEW DEBENTURES -- Subordination".
PAYMENT OF PRINCIPAL OF THE NEW DEBENTURES MAY BE ACCELERATED ONLY IN
THE CASE OF BANKRUPTCY, INSOLVENCY, REORGANIZATION, RECEIVERSHIP OR
CONSERVATORSHIP OF THE COMPANY. THERE IS NO RIGHT OF ACCELERATION IN THE CASE OF
DEFAULT IN THE PAYMENT OF PRINCIPAL OF OR INTEREST ON ANY NEW DEBENTURE OR IN
THE PERFORMANCE OF ANY OTHER COVENANT OF THE COMPANY.
THE NEW DEBENTURES ARE NOT DEPOSITS OF HUBCO OR ANY BANKING SUBSIDIARY
THEREOF AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER FEDERAL AGENCY.
The New Debentures constitute new issues of securities with no
established trading market. The Company does not intend to list the New
Debentures on any securities exchange or to seek approval for quotation through
any automated quotation system. Any Old Debentures not tendered and accepted in
the Exchange Offer will remain outstanding and will be entitled to all the
rights and preferences and will be subject to the limitations applicable thereto
under the Indenture (as defined below). Following consummation of the Exchange
Offer, the holders of Old Debentures will continue to be subject to the existing
restriction upon transfer thereof and the Company will have no further
obligation to such holders to provide for the registration under the Securities
Act of the Old Debentures held by them. To the extent that Old Debentures are
tendered and accepted in the Exchange Offer, a holder's ability to sell
untendered Old Debentures could be adversely affected. There can be no assurance
that an active market for either the Old Debentures or the New Debentures will
develop.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE NEW DEBENTURES OFFERED HEREBY NOR AN OFFER OF
SUCH NEW DEBENTURES TO ANY PERSON IN ANY STATE OR OTHER JURISDICTION IN WHICH
SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES
NOT IMPLY THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
This Prospectus, together with the Letter of Transmittal, is being sent
to all registered holders of Old Debentures as of November 5, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in
accordance therewith files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy and information statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's Regional Offices located at 7
World Trade Center, 13th Floor, New York, New York 10007 and 500 West Madison
Street-Suite 1400, Chicago, Illinois 60661. Copies of such materials can be
obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a Web site at http://www.sec.gov containing reports, proxy and
information statements and other information regarding registrants, including
the Company, that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1995, as
amended by a Form 10-K/A filed April 29, 1996.
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996
and June 30, 1996.
3. Current Reports on Form 8-K filed with the Commission on January 16,
1996; February 20, 1996; March 6, 1996, as amended by Form 8-K/A filed with the
Commission on March 18, 1996; May 2, 1996; May 8, 1996; July 2, 1996; July 16,
1996, as amended by Form 8-K/A filed with the Commission on August 17, 1996
(which Form 8-K, as amended, includes Lafayette financial statements for periods
ended June 30, 1996); August 15, 1996; August 22, 1996; August 22, 1996
(separate filing); September 12, 1996; September 18, 1996, as amended by Form
8-K/A filed with the Commission on September 24, 1996; October 22, 1996, as
amended by Form 8-K/A filed with the Commission on October 28, 1996; and
November 4, 1996 (which Form 8-K reproduces the following documents (without
exhibits) initially filed with the Commission by Westport Bancorp, Inc.
("Westport"), an entity which HUBCO has agreed to acquire: (i) Westport's
Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31,
1995; (ii) Westport's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996 and June 30, 1996; and (iii) Westport's Current Report on Form
8-K filed on July 3, 1996).
The following documents, or portions thereof indicated, initially filed
with the Federal Deposit Insurance Corporation (the "FDIC") by Lafayette
American Bank and Trust Company ("Lafayette"), an entity recently acquired by
HUBCO, and subsequently filed by HUBCO with the Commission, are incorporated
herein by reference:
1. Annual Report on Form F-2 for the year ended December 31, 1995, as
amended by an amendment dated April 26, 1996. The Form F-2 and the amendment are
included as Exhibits 13(a) and 13(d), respectively, to HUBCO's registration
statement on Form S-4 (File No. 333-01829), amended by Form S-4/A.
2. Current Reports on Form F-3 filed with the FDIC on February 9, 1996
and February 16, 1996 and included as Exhibits 13(b) and 13(c), respectively, to
HUBCO's registration statement on Form S-4 (File No. 333-01829), amended by Form
S-4/A.
Certain other information with respect to Lafayette is included in
HUBCO filings with the Commission under the Exchange Act which are listed above
and are incorporated herein by reference.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the Exchange Offer shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
This Prospectus incorporates documents by reference which are not
represented herein or delivered herewith. These documents (not including
exhibits thereto, unless such exhibits are specifically incorporated by
reference into the information incorporated herein), are available upon request
from D. Lynn Van Borkulo-Nuzzo, Esq., Corporate Secretary, HUBCO, Inc., 1000
MacArthur Boulevard, Mahwah, New Jersey 07430, (201) 236-2641. In order to
ensure timely delivery of the documents, any request should be made by December
6, 1996.
Regardless of whether the Company is subject to Section 13(a) or 15(d)
of the Exchange Act, the Company will, to the extent permitted under the
Exchange Act, file with the Commission the annual reports, quarterly reports and
other documents which the Company would have been required to file with the
Commission pursuant to such Section 13(a) or 15(d) if the Company were so
subject, such documents to be filed with the Commission on or prior to the
respective dates (the "Required Filing Dates") by which the Company would have
been required to file such documents with the Commission and will also in any
event (x) within 15 days after each Required Filing Date transmit by mail to all
holders of the New Debentures and file with the trustee under the Indenture (as
hereinafter defined) copies of the annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act if the Company were so
subject and (y) if filing such documents by the Company with the Commission is
not permitted under the Exchange Act, promptly upon written request, supply
copies of such documents to any prospective holder of the New Debentures. In
addition, the Company has agreed to make available to prospective purchasers of
the New Debentures or beneficial owners of the New Debentures in connection with
any sale thereof the information required by paragraph (d)(4) of Rule 144A under
the Securities Act, subject to certain exceptions. See "DESCRIPTION OF
DEBENTURES."
<PAGE>
TABLE OF CONTENTS PAGE
AVAILABLE INFORMATION.........................................................
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................
PROSPECTUS SUMMARY............................................................
SPECIAL CONSIDERATIONS........................................................
THE COMPANY...................................................................
CAPITALIZATION................................................................
SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF HUBCO...........................
SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF WESTPORT........................
SELECTED CONSOLIDATED FINANCIAL STATEMENTS OF LAFAYETTE.......................
PRO FORMA FINANCIAL INFORMATION...............................................
USE OF PROCEEDS...............................................................
THE EXCHANGE OFFER............................................................
DESCRIPTION OF DEBENTURES.....................................................
PLAN OF DISTRIBUTION..........................................................
VALIDITY OF NEW DEBENTURES....................................................
EXPERTS.......................................................................
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the detailed
information and consolidated financial statements (including notes thereto)
appearing elsewhere or incorporated by reference in this Prospectus.
The Company
HUBCO is a bank holding company whose principal operating subsidiaries
are Hudson United Bank ("HUB"), a New Jersey-chartered commercial bank, and
Lafayette. HUBCO's corporate headquarters are located at 1000 MacArthur
Boulevard, Mahwah, New Jersey 07430. HUB's corporate headquarters are located at
3100 Bergenline Avenue, Union City, New Jersey 07087. Lafayette's corporate
headquarters are located at 1087 Broad Street, Bridgeport, Connecticut 06604.
The telephone number of HUBCO is (201) 236-2200. HUB is a full-service
commercial bank which primarily serves small and mid-sized businesses and
consumers through 59 branches in Northern New Jersey. Lafayette is a
full-service commercial bank which serves small-to-medium-sized business firms
as well as individuals through 21 banking offices located mainly in Fairfield
and New Haven counties in Connecticut. As of September 30, 1996, prior to its
pending acquisitions of Westport and UST Bank/Connecticut, HUBCO had
consolidated assets of $2.7 billion, consolidated deposits of $2.2 billion and
consolidated stockholders' equity of $183 million. Westport is the bank holding
company of The Westport Bank & Trust Company ("WBTC"), a Connecticut-chartered
bank and trust company which operates eight brances located in the mid-Fairfield
County, Connecticut communities of Weston, Fairfield, Redding/Georgetown, Greens
Farms, Shelton and Saugatuck. As of September 30, 1996, Westport had
consolidated assets of $313 million and total deposits of $261 million. UST
Bank/Connecticut, a subsidiary of UST Corp., is a $112 million asset commercial
bank with $100 million in deposits and four banking offices in Fairfield County,
Connecticut. Based on assets as of September 30, 1996, HUBCO is the third
largest commercial banking company headquartered in New Jersey.
On July 1, 1996, HUBCO completed its acquisition of Lafayette (the
"Lafayette Acquisition") in a transaction accounted for as a pooling of
interests. On August 30, 1996, HUBCO completed its acquisition (the "Hometown
Acquisition") of Hometown Bancorporation, Inc. ("Hometown") in a transaction
accounted for as a purchase, and merged Hometown's two-branch Connecticut bank
subsidiary, The Bank of Darien, into Lafayette.
On June 21, 1996, HUBCO entered into an Agreement and Plan of Merger
with Westport and WBTC, pursuant to which Westport will be merged with and into
HUBCO and WBTC will be merged with and into Lafayette (the "Westport
Acquisition"). HUBCO expects the Westport Acquisition to close before the end of
the fourth quarter of 1996. On August 15, 1996, Lafayette entered into an
agreement to acquire UST Bank/Connecticut in an all cash transaction which is
expected to close by November 30, 1996. HUBCO's strategy is to enhance
profitability and build market share through both internal growth and
acquisitions. Since October, 1990, HUBCO has added over 67 branches and
approximately $2 billion in assets through 16 acquisitions of financial
institutions in both government-assisted and private transactions. HUBCO expects
to continue its acquisition strategy.
On September 13, 1996, HUBCO completed the issuance and sale of the Old
Debentures in a private placement. See "THE COMPANY"; "AVAILABLE INFORMATION";
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE"; and "SELECTED CONSOLIDATED
FINANCIAL DATA OF HUBCO".
<PAGE>
The Exchange Offer
The Exchange Offer The Company is offering to exchange $1,000 principal
amount of New Debentures for each $1,000 principal
amount of Old Debentures that are properly tendered
and not withdrawn prior to acceptance thereof. The
Old Debentures were issued, and the New Debentures
will be issued, in minimum denominations of $25,000
and in integral multiples of $1000 in excess thereof.
For each Old Debenture surrendered to the Company
pursuant to the Exchange Offer, the holder of such
Old Debenture will receive a New Debenture having a
principal amount equal to that of the surrendered Old
Debenture. The Company will issue the New Debentures
to holders of Old Debentures (who have properly
tendered and not withdrawn their Old Debentures) as
promptly as practicable after the Expiration Date.
See "THE EXCHANGE OFFER -- Terms of the Exchange
Offer."
Based on an interpretation by the staff of the
Commission set forth in no-action letters issued to
third parties, the Company believes that New
Debentures issued pursuant to the Exchange Offer in
exchange for Old Debentures may be offered for
resale, resold and otherwise transferred by any
holder thereof (other than broker-dealers and any
such holder that is an "affiliate" of the company
within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act,
provided that such New Debentures are acquired in the
ordinary course of such holder's business and that
such holder has no arrangement or understanding with
any person to participate in the distribution of such
New Debentures.
Each broker-dealer that receives New Debentures for
its own account pursuant to the Exchange Offer must
acknowledge that it will deliver a prospectus in
connection with any resale of such New Debentures.
The Letter of Transmittal that accompanies this
Prospectus (the "Letter of Transmittal") states that
by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities
Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a
broker-dealer in connection with resales of New
Debentures received in exchange for Old Debentures
where such Old Debentures were acquired by such
broker-dealer as a result of market-making activities
or other trading activities. The Company has agreed
that it will make this Prospectus available to any
broker-dealer for use in connection with any such
resale. See "PLAN OF DISTRIBUTION".
Any holder who tenders in the Exchange Offer with the
intention to participate, or for the purpose of
participating, in a distribution of the New
Debentures could not rely on the position of the
staff of the Commission enunciated in "Exxon Capital
Holdings Corporation" (available May 13, 1988) or
similar no-action letters and, in the absence of an
exemption therefrom, must comply with the
registration and prospectus delivery requirements of
the Securities Act in connection with a secondary
resale transaction. Failure to comply with such
requirements in such instance may result in such
holder incurring liability under the Securities Act
for which the holder is not indemnified by the
Company.
This Exchange Offer is not being made to, nor will
the Company accept surrenders for exchange from,
holders of Old Debentures in any jurisdiction in
which this Exchange Offer or the acceptance thereof
would not be in compliance with the securities or
blue sky laws of such jurisdiction.
Expiration Date 5:00 p.m., New York City time, on December 13,
1996, unless the Exchange Offer is extended, in which
case the term "Expiration Date" means the latest date
and time to which the Exchange Offer is extended.
Accrued Interest
on the Debentures Holders of Old Debentures that are accepted for
exchange will not receive any accrued interest
thereon. However, each New Debenture will bear
interest from the most recent date to which interest
has been paid on the Old Debenture for which such New
Debenture was exchanged, or if no interest has been
paid, from September 13, 1996.
Conditions to the
Exchange Offer The Exchange Offer is subject to certain conditions,
which may be waived by the Company. See "THE EXCHANGE
OFFER -- Conditions to the Exchange Offer". The
Exchange Offer is not conditioned upon any minimum
principal amount of Old Debentures being tendered.
Procedures for
Tendering
Debentures Each holder of an Old Debenture wishing to accept the
Exchange Offer must complete, sign and date the
Letter of Transmittal, or a facsimile thereof, in
accordance with the instructions contained herein and
therein, and mail or otherwise deliver such Letter of
Transmittal, or such facsimile, together with the Old
Debentures and any other required documentation to
the Exchange Agent at the address set forth herein
prior to 5:00 p.m., New York City time, on the
Expiration Date.
By executing a Letter of Transmittal, each holder
will represent to the Company that, among other
things, the New Debentures acquired pursuant to the
Exchange Offer are being obtained in the ordinary
course of business of the person receiving such New
Debentures, whether or not such person is the holder,
and that neither the holder nor any such other person
has any arrangement or understanding with any person
to participate in the distribution of such New
Debentures, nor is engaged in or intends to
participate in the distribution of such New
Debentures, and that neither the holder nor any such
other person is an "affiliate" of the Company, as
defined under Rule 405 of the Securities Act, or a
broker-dealer. See "THE EXCHANGE OFFER -- Purpose and
Effect of the Exchange Offer."
Special Procedures
for Beneficial
Owners Any beneficial owner whose Old Debentures are
registered in the name of a broker, dealer,
commercial bank, trust company or other nominee and
who wishes to tender should contact such registered
holder promptly and instruct such registered holder
to tender on such beneficial owner's behalf. If such
beneficial owner wishes to tender on such owner's own
behalf, such owner must, prior to completing and
executing a Letter of Transmittal and delivering his
Old Debentures, either make appropriate arrangements
to register ownership of the Old Debentures in such
owner's name or obtain a properly completed bond
power from the registered holder. The transfer of
registered ownership may take considerable time and
may not be able to be completed prior to the
Expiration Date. See "THE EXCHANGE OFFER --
Procedures for Tendering".
Guaranteed Delivery
Procedures Holders of Old Debentures who wish to tender their
Old Debentures and whose Old Debentures are not
immediately available or who cannot deliver their Old
Debentures, a Letter of Transmittal or any other
documents required by the Letter of Transmittal to
the Exchange Agent prior to the Expiration Date, must
tender their Old Debentures according to the
guaranteed delivery procedures set forth in "THE
EXCHANGE OFFER -- Guaranteed Delivery Procedures".
Withdrawal Rights Subject to the conditions set forth herein, tenders
of Old Debentures may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration
Date. See "THE EXCHANGE OFFER -- Withdrawal of
Tenders".
Acceptance of Old
Debentures and
Delivery of New
Debentures Subject to the terms and conditions of the Exchange
Offer, including the reservation of certain rights by
the Company, the Company will accept for exchange any
and all Old Debentures which are properly tendered in
the Exchange Offer, and not withdrawn, prior to 5:00
p.m., New York City time, on the Expiration Date.
Subject to such terms and conditions, the New
Debentures issued pursuant to the Exchange Offer will
be delivered promptly following the Expiration Date.
See "THE EXCHANGE OFFER -- Terms of the Exchange
Offer" and "-- Conditions to the Exchange Offer".
Certain Federal
Income Tax
Consequences Based upon current provisions of the Internal Revenue
Code of 1986, as amended, applicable Treasury
regulations (including proposed and temporary
Treasury regulations), judicial authority, and
administrative rulings and practice, the exchange of
an Old Debenture for a New Debenture pursuant to the
Exchange Offer will not constitute a taxable event
for federal income tax purposes. There can be no
assurance that the Internal Revenue Service will
continue to take this position, and no ruling from
the Internal Revenue Service has been or will be
sought. Legislative, judicial, or administrative
changes or interpretations may be issued that could
alter or modify this result. EACH HOLDER SHOULD
CONSULT SUCH HOLDER'S OWN TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES OF EXCHANGING SUCH
HOLDER'S OLD DEBENTURES FOR NEW DEBENTURES, INCLUDING
THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR
FOREIGN TAX LAWS. See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES OF THE EXCHANGE."
Exchange Agent Marine Midland Bank is acting as the Exchange Agent
(the "Exchange Agent") in connection with the
Exchange Offer. The Exchange Agent's telephone number
is 212-658-5931.
The New Debentures
The terms of the New Debentures are identical in all material respects
to the terms of the Old Debentures, except that (i) the New Debentures will have
been registered under the Securities Act and, therefore, will not bear legends
restricting the transfer thereof, and (ii) holders of New Debentures will not be
entitled to the prospective increase in the interest rate contained in the Old
Debentures.
Issuer The New Debentures will be issued by HUBCO.
New Debentures $75,000,000 aggregate principal amount of 8.20%
Exchange Subordinated Debentures due 2006.
Interest Payment
Dates Semiannually, on March 15 and September 15 of each
year (each, an "Interest Payment Date") commencing
March 15, 1997.
Special
Considerations For a discussion of certain factors that should be
considered in deciding whether or not to accept the
Exchange Offer, see "Special Considerations."
Maturity Dates The New Debentures will mature on September 15, 2006.
Debentures Not
Redeemable by the
Company The New Debentures are not callable or redeemable by
the Company.
No Amortization No sinking fund will be established for repayment of
the New Debentures.
Subordination The New Debentures are unsecured and subordinate in
right of payment to all Senior Indebtedness (as
defined herein) of the Company.
SPECIAL CONSIDERATIONS
In addition to the other information contained in the Prospectus, the
following factors should be carefully considered prior to deciding whether or
not to accept the Exchange Offer:
Holding Company
The Debentures are obligations exclusively of the Company. The Company
is a non-operating holding company which conducts business through its
subsidiaries. The Company anticipates relying primarily on payments from its
subsidiaries to repay the Debentures.
Debentures to Qualify as Tier 2 Capital
Under current rules and regulations of the Board of Governors of the
Federal Reserve (the "Federal Reserve Board"), in order for subordinated debt of
a bank holding company to be included in its Tier 2 capital, such debt must meet
certain criteria which the Federal Reserve Board has determined are necessary
for safe and sound banking practice. Through published interpretations, the
Federal Reserve Board explicitly has stated that in order for a bank holding
company to include subordinated debt in capital, such debt may not contain
provisions permitting debt holders to accelerate payment of principal upon the
occurrence of any event other than bankruptcy, insolvency, reorganization,
receivership or conservatorship, or include covenants that would adversely
affect liquidity or unduly restrict management's flexibility to run the
organization in times of financial difficulty, such as limitations on additional
secured or senior borrowings, sales or dispositions of assets or changes in
control. So that the Company can include the Debentures in its capital, the
Debentures contain minimal covenants and provide for acceleration of the payment
of the principal of the Debentures only upon an event of voluntary or
involuntary bankruptcy or insolvency.
Source of Strength
Federal Reserve Board policy requires bank holding companies to act as
a source of financial strength to each subsidiary bank and to commit resources
to support each such subsidiary. As a bank holding company, HUBCO is subject to
this policy and therefore could be required to provide support to its banking
subsidiaries at a time when it might not be able to both provide such support
and service the Debentures.
Growth Strategy of the Company
The Company has grown in recent years through a series of mergers,
acquisitions and purchases involving various banks, insured deposits and loans
of failed institutions. The Company continues actively to seek, consider and
evaluate on an on-going basis further opportunities for growth consistent with
its objectives and recent activities.
Consequences of the Exchange Offer to
Non-Tendering Holders of the Old Debentures
In the event the Exchange Offer is consummated, the Company would not
be required to register the Old Debentures. In such event, the New Debentures
would rank pari passu with the Old Debentures and holders of Old Debentures
seeking liquidity in their investment would have to rely on exemptions to
registration requirements under the securities laws, including the Securities
Act. A reduction in the principal amount of the Old Debentures as a result of
this Exchange Offer may have an adverse effect on the ability of holders of the
Old Debentures to transfer such Old Debentures.
<PAGE>
<TABLE>
SELECTED CONSOLIDATED FINANCIAL DATA OF HUBCO
<CAPTION>
Years Ended December 31,
---------------------------------------------------------------------------------------
1995 1994 1993 1992 1991
(Dollars in thousands, except for per share amounts)
<S> <C> <C> <C> <C> <C>
Earnings Summary:
Interest income $130,503 $111,012 $92,404 $93,374 $80,873
Interest expense 43,432 34,618 29,653 37,548 40,871
------ ------ ------ ------ ------
Net interest income 87,071 76,394 62,751 55,826 40,002
Provision for possible loan losses 4,825 4,184 5,527 7,612 4,048
------ ------ ------ ------ ------
Net interest income after
provision for possible
loan losses 82,246 72,210 57,224 48,214 35,954
Other income 18,142 12,155 10,881 10,937 7,696
Other expenses 65,234 54,921 45,622 49,218 35,201
------ ------ ------ ------ ------
Income before income taxes 35,154 29,444 22,483 9,933 8,449
Income tax provision 11,272 10,892 8,300 637 2,657
------ ------ ----- --- -----
Net income $23,882 $18,552 $14,183 $9,296 $5,792
======= ======= ======= ====== ======
Per Share Data:
Weighted average
shares outstanding 14,484 14,201 14,212 12,984 11,280
Net income per share $1.65 $1.31 $1.00 $0.72 $0.51
Cash dividend per common share 0.60 0.36 0.31 0.27 0.22
Balance Sheet Summary:
Securities held to maturity $266,203 $562,567 $499,479 $421,744 $218,355
Securities available for sale 312,902 130,633 73,816 14,109 -
Loans 955,924 946,655 735,425 716,424 674,999
Total assets 1,739,568 1,822,886 1,460,036 1,314,402 1,041,522
Deposits 1,535,260 1,590,632 1,296,529 1,180,023 935,847
Stockholders' equity 142,480 127,438 108,830 98,429 71,673
Performance Ratios:
Return on average assets 1.37% 1.11% 1.02% 0.72% 0.61%
Return on average equity 17.85 15.87 13.66 10.81 8.31
Dividend payout 33.52 27.07 29.25 35.53 35.48
Average equity to average assets 7.67 6.98 7.50 6.70 7.30
Net interest margin 5.44 4.99 4.95 4.83 4.66
Asset Quality Ratios:
Allowance for possible loan
losses to total loans (1) 1.96% 1.90% 2.05% 1.71% 1.50%
Allowance for possible loan losses
to non-performing loans (2) 104.99 80.17 77.66 66.17 87.94
Non-performing loans to
total loans (1)(2) 1.86 2.37 2.64 2.59 1.71
Non-performing assets to total
loans, plus other real
estate (1)(2) 2.48 3.24 3.92 4.31 3.49
Net charge-offs to average loans 0.44 0.74 0.43 1.07 0.52
Ratio of earnings to combined fixed charges and preferred stock dividend
requirements (3):
Excluding Interest on Deposits 8.29x 8.94x 25.79x 14.33x 7.11x
Including Interest on Deposits 1.79 1.83 1.76 1.26 1.21
Ratio of earnings to fixed charges
Excluding Interest on Deposits 9.67x 10.82x 25.79x 14.33x 7.11x
Including Interest on Deposits 1.81x 1.85x 1.76x 1.26x 1.21x
- --------
(1) Total loans are net of unearned income and deferred loan fees.
(2) Non-performing loans and non-performing assets do not include loans past due 90 days or more and still accruing.
(3) The ratio of earnings to combined fixed charges and preferred stock dividend requirements is computed by dividing the sum of
income before taxes, fixed charges and preferred dividends by the sum of fixed charges and preferred dividends. Fixed charges
represent interest expenses (including interest attributable to capital leases, the estimated interest component of operating
lease rental payments and both excluding and including interest on deposits).
</TABLE>
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA OF HUBCO
For Six Months Ended June 30,
------------------------------------
1996 1995
(Dollars in thousands,
except for per share amounts)
Earnings Summary:
Interest income $61,567 $65,638
Interest expense 20,814 21,911
------ ------
Net interest income 40,753 43,727
Provision for possible loan losses 1,896 2,250
----- -----
Net interest income after
provision for possible
loan losses 38,857 41,477
Other income 9,982 8,436
Other expenses 28,001 33,980
------ ------
Income before income taxes 20,838 15,933
Income tax provision 7,678 4,030
----- -----
Net income $13,160 $11,903
======= ======
Per Share Data:
Weighted average
shares outstanding 13,844 14,545
Net income per share $.95 $.82
Cash dividend per common share .34 .30
Balance Sheet Summary:
Securities held to maturity $240,002 $511,100
Securities available for sale 404,993 119,328
Loans 954,136 950,407
Total assets 1,739,866 1,737,458
Deposits 1,487,807 1,525,722
Stockholders' equity 130,114 134,140
Performance Ratios:
Return on average assets 1.52% 1.36%
Return on average equity 19.43 18.49
Dividend payout 35.79 36.59
Average equity to average assets 7.66 7.36
Net interest margin 5.17 5.44
Asset Quality Ratios:
Allowance for possible loan
losses to total loans (1) 1.89 1.92
Allowance for possible loan losses
to non-performing loans (2) 85.98 86.64
Non-performing loans to
total loans (1)(2) 2.20 2.21
Non-performing assets to total
loans, plus other real estate (1)(2) 2.58 2.81
Net charge-offs to average loans 0.53 0.42
Ratio of earnings to combined
fixed charges and preferred
stock dividend requirements (3):
Excluding Interest on Deposits 10.35x 6.05x
Including Interest on Deposits 2.00 1.70
Ratio of earnings to fixed charges:
Excluding Interest on Deposits 10.35x 7.47x
Including Interest on Deposits 2.00x 1.73x
--------
(1)Total loans are net of unearned income and deferred loan fees.
(2)Non-performing loans and non-performing assets do not include loans past due
90 days or more and still accruing.
(3)The ratio of earnings to combined fixed charges and preferred stock dividend
requirements is computed by dividing the sum of income before taxes, fixed
charges and preferred dividends by the sum of fixed charges and preferred
dividends. Fixed charges represent interest expenses (including interest
attributable to capital leases, the estimated interest component of operating
lease rental payments and both excluding and including interest on deposits).
<PAGE>
<TABLE>
<CAPTION>
SELECTED CONSOLIDATED FINANCIAL DATA OF WESTPORT
Years Ended December 31,
-------------------------------------------------------------------------------
1995 1994 1993 1992 1991
(Dollars in thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Operations Summary:
Interest income $20,725 $17,334 $15,709 $16,719 $20,616
Interest expense 6,027 4,749 5,684 8,034 12,218
----- ----- ----- ----- ------
Net interest income 14,698 12,585 10,025 8,685 8,398
Provision for loan losses 1,500 1,800 2,890 2,500 6,232
----- ----- ----- ----- -----
Net interest income after
provision for possible
loan losses 13,198 10,785 7,135 6,185 2,166
Other income 4,005 3,928 5,384 4,996 6,207
OREO expense - net 137 319 552 462 1,141
Other expenses 11,241 11,268 11,017 11,048 13,104
------ ------ ------ ------ ------
Income (loss) before income taxes 5,825 3,126 950 (329) (5,872)
Income tax provision (benefit) (1,005) (1,236) (252) 13 15
------- ------- ----- -- --
Net income (loss) $6,830 $4,362 $1,202 $(342) $(5,887)
====== ===== ===== ===== =======
Per Share Data:
Weighted average number of
common shares and common
stock equivalents utilized in the
earnings per share calculation (1)-
Primary 10,365,000 10,382,000 10,513,000 2,192,000 2,122,000
Fully diluted (2) 10,469,000 --- --- --- ---
Net income (loss) per
common share -
Primary $0.66 $0.44 $0.12 $(0.16) $(2.77)
Fully diluted (2) 0.65 --- --- --- ---
Cash dividends declared
per common share 0.09 --- --- --- ---
Book value per share -
fully diluted (3)(4) 2.44 1.86 1.52 1.38 2.89
Balance Sheet Summary:
Securities held to maturity $--- $43,206 $42,604 $--- $10,794
Securities available for sale 85,338 27,190 48,397 29,923 14,942
Loans (5) 178,052 186,648 158,942 181,633 178,253
Total assets 312,917 283,504 272,657 251,714 244,454
Deposits 274,670 253,958 255,516 237,836 228,767
Stockholders' equity 24,282 16,398 12,405 11,017 6,125
Performance Ratios:
Return on average assets 2.41% 1.63% 0.48% (0.14)% (2.32)%
Return on average equity (3) 33.06 31.77 10.34 (3.64) (67.16)
Dividend payout ratio 13.64 --- --- --- ---
Average equity to average
assets (3) 7.28 5.12 4.69 3.89 3.46
Net interest margin 5.7 5.1 4.5 4.0 3.7
Asset Quality Ratios:
Allowance for possible loan
losses to total loans (5) 1.60% 1.79% 1.90% 2.20% 2.40%
Allowance for possible loan losses
to non-performing loans (6) 109.73 40.55 25.18 24.78 17.73
Non-performing loans to total loans (5)(6) 1.46 4.41 7.56 8.88 13.53
Non-performing assets to total loans (5)(6) 1.46 4.60 9.27 12.03 16.36
Net charge-offs to average loans 1.14 .87 2.23 1.68 4.03
- ----------------
(1)Assumes the conversion and/or exercise of preferred stock, warrants and stock options in 1995, 1994 and 1993 using the "treasury
stock method". For 1992 and 1991, this computation excludes stock options, warrants and preferred stock because their effect
would have been antidilutive.
(2)Fully diluted earnings per share were not applicable in 1994, 1993, 1992 and 1991.
(3)1995, 1994, 1993 and 1992 amounts include the convertible, noncumulative preferred shares issued in 1992.
(4)1995, 1994, 1993 and 1992 include the assumed issuance of additional Common Stock and the related proceeds from the assumed
exercise of certain stock options and warrants and the assumed conversion of preferred stock.
(5)Loans are net of deferred loan fees amounting to $260,000, $400,000, $337,000, $457,000 and $378,000 for 1995, 1994, 1993, 1992
and 1991, respectively.
(6)Non-performing loans include nonaccrual loans, loans past due 90 days or more and still accruing and other impaired loans.
Non-performing assets include the aforementioned and other real estate owned.
</TABLE>
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA OF WESTPORT
For the Six Months Ended June 30,
--------------------------------------------------
1996 1995
(Dollars in thousands, except
for per share amounts)
Operations Summary:
Interest income $10,898 $10,194
Interest expense 3,253 2,905
----- -----
Net interest income 7,645 7,289
Provision for loan losses 600 750
--- ---
Net interest income after
provision for possible
loan losses 7,045 6,539
Other income 2,144 1,708
OREO expense - net 1 109
Other expenses 5,598 5,454
----- -----
Income before income taxes 3,590 2,684
Income tax provision (benefit) 1,491 (558)
----- -----
Net income $2,099 $3,242
===== =====
Per Share Data:
Weighted average number of
common shares and common
stock equivalents utilized in the
earnings per share calculation (1)-
Primary 10,556,441 10,191,198
Fully diluted (2) --- ---
Net income per
common share -
Primary $0.20 $0.32
Fully diluted (2) -- --
Cash dividends declared
per common share 0.09 0.02
Book value per share -
fully diluted (3)(4) 2.49 2.18
Balance Sheet Summary:
Securities held to maturity --- 45,016
Securities available for sale 90,814 24,150
Loans (5) 182,680 178,983
Total assets 316,648 287,108
Deposits 258,891 238,648
Stockholders' equity 25,115 21,366
Performance Ratios:
Return on average assets 1.41% 2.33%
Return on average equity (3) 17.06 35.35
Dividend payout ratio 45.00 6.25
Average equity to average assets (3) 8.24 6.59
Net interest margin 5.6 5.7
Asset Quality Ratios:
Allowance for possible loan
losses to total loans (5) 1.71% 1.70%
Allowance for possible loan losses
to non-performing loans (6) 74.22 47.17
Non-performing loans to total loans (5)(6) 2.30 3.60
Non-performing assets to total loans (5)(6) 2.33 3.64
Net charge-offs to average loans 0.18 0.57
- ----------
(1)Assumes the conversion and/or exercise of preferred stock, warrants and stock
options in 1996 and 1995 using the "treasury stock method".
(2) Fully diluted earnings per share were not applicable in 1996 and 1995.
(3)1996 and 1995 amounts include the convertible, noncumulative preferred
shares issued in 1992.
(4)1996 and 1995 include the assumed issuance of additional Common Stock and the
related proceeds from the assumed exercise of certain stock options and
warrants and the assumed conversion of preferred stock.
(5)Loans are net of deferred loan fees amounting to $309,000 and $232,000 for
1996 and 1995, respectively.
(6)Non-performing loans include nonaccrual loans, loans past due 90 days or more
and still accruing and other impaired loans. Non-performing assets include
the aforementioned and other real estate owned.
<TABLE>
SELECTED CONSOLIDATED FINANCIAL DATA OF LAFAYETTE
<CAPTION>
Years Ended December 31,
-------------------------------------------------------------------------------
1995 1994 1993 1992 1991
(Dollars in thousands, except for per share amounts)
<S> <C> <C> <C> <C> <C>
Earnings Summary:
Interest income $52,423 $42,583 $41,415 $54,253 $66,543
Interest expense 20,981 13,759 15,434 22,167 36,573
------- ------- ------- ------ ------
Net interest income 31,442 28,824 25,981 32,086 29,970
Provision for possible loan losses 3,190 3,325 23,500 16,208 13,963
------ ----- ------ ------- ------
Net interest income after provision for
possible loan losses 28,252 25,499 2,481 15,878 16,007
Other income 6,078 6,337 8,306 9,597 12,861
Other expenses 26,230 28,423 36,789 33,036 29,657
------- ------ ------ ------- ------
Income (loss) before income taxes
and cumulative effect of change
in accounting principle 8,100 3,413 (26,002) (7,561) (789)
Provision (benefit) for income taxes (10,827) (2,724) 16 260 94
-------- -------- ---- ---- --
Income (loss) before cumulative effect
of change in accounting principle 18,927 6,137 26,018) (7,821) (883)
Cumulative effect of change in
accounting principle (1) -- -- (3,118) -- --
-------
Net income (loss) $18,927 $6,137 $(29,136) $(7,821) $(883)
======= ====== ======== ======== ======
Per Share Data:
Weighted average shares
outstanding:
Primary 10,235,953 8,870,266 1,750,458 1,750,458 1,750,458
Fully diluted 10,269,618 8,870,266 1,750,458 1,750,458 1,750,458
Income (loss) before cumulative effect of change in accounting principle (1):
Primary $1.85 $.69 $(14.86) $(4.47) $(.50)
Fully diluted 1.84 .69 (14.86) (4.47) (.50)
Net income (loss):
Primary 1.85 .69 (16.64) (4.47) (.50)
Fully diluted 1.84 .69 (16.64) (4.47) (.50)
Cash dividends declared .05 -- -- -- --
Balance Sheet Summary:
Securities held to maturity $27,854 $109,736 $57,504 $34,965 $164,725
Securities available for sale 113,615 65,466 66,528 -- --
Securities held for sale -- -- -- 96,231 --
Loans(2) 518,046 435,756 409,030 475,574 523,837
Total assets 735,405 673,751 599,494 662,463 759,354
Deposits 636,343 570,409 551,850 603,170 662,988
Stockholders' equity 59,509 37,870 2,541 30,958 37,209
Performance Ratios:
Return on average assets 2.71% .98% (4.53)% (1.09)% (.12)%
Return on average equity 39.60 19.86 (117.06) (23.57) (2.18)
Dividend payout 2.64 -- -- -- --
Average equity to average assets 6.84 4.93 3.87 4.64 5.41
Net interest margin 4.92 5.00 4.36 4.89 4.45
Asset Quality Ratios:
Allowance for possible loan losses
to total loans (2) 1.65% 2.21% 3.75% 3.48% 2.71%
Allowance for possible loan losses
to non-performing loans (3) 110.07 80.51 34.29 38.16 30.45
Non-performing loans to total
loans (2)(3) 1.50 2.75 10.95 9.11 8.91
Non-performing assets to total
loans, plus other real estate and
assets for sale (2)(3) 2.53 4.28 12.32 10.90 10.22
Net charge-off to average total
loans .92 2.49 3.93 2.77 1.74
- -------------------
(1) Represents the effect of a change in accounting method for purchased mortgage servicing rights.
(2) Total loans are net of unearned income and deferred loan fees and before the allowance for possible loan losses.
(3)Non-performing loans and non-performing assets do not include accruing loans past due 90 days or more.
</TABLE>
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA OF LAFAYETTE
For Six Months Ended June 30,
---------------------------------
1996 1995
(Dollars in thousands,
except for per share amounts)
Earnings Summary:
Interest income $27,306 $25,283
Interest expense 10,693 9,863
------ -----
Net interest income 16,613 15,420
Provision for possible loan losses 2,500 1,990
----- -----
Net interest income after provision
for possible loan losses 14,113 13,430
Other income 2,551 3,654
Other expenses 14,922 13,923
------ ------
Income before income taxes 1,742 3,161
Provision (benefit) for income taxes 952 (6,118)
--- ------
Net income $790 $9,279
==== ======
Per Share Data:
Weighted average common shares
outstanding:
Primary 10,333,896 10,195,202
Fully diluted 10,362,741 10,230,048
Net income $0.08 $0.91
Cash Dividends Declared 0.15 0.00
Balance Sheet Summary:
Securities held to maturity $25,142 $116,208
Securities available for sale 100,575 61,341
Loans (1) 548,005 467,384
Total assets 741,208 708,375
Deposits 646,949 571,011
Shareholders' equity 58,564 49,777
Performance Ratios:
Return on average assets (2) 0.62% 2.76%
Return on average equity (2) 7.56 45.31
Dividend payout 190.00 0.00
Average equity to average assets 8.17 6.09
Net interest margin 5.02 4.99
Asset Quality Ratios:
Allowance for possible loan losses
to total loans (1) 1.76% 2.09%
Allowance for possible loan losses
to non-performing loans (3) 96.25 11.36
Non-performing loans to total
loans (1)(3) 1.83 1.87
Non-performing assets to other
total loans, plus real estate
owned(1)(3) 2.39 3.11
Net charge-offs to average
total loans 0.26 0.42
- -------------------
(1)Total loans are net of unearned income and deferred loan fees and before the
allowance for possible loan losses.
(2)Excludes merger related charges of $2,088 in 1996.
(3)Non-performing loans and non-performing assets do not include accruing loans
past due 90 days or more.
<PAGE>
THE COMPANY
General
HUBCO, Inc. ("HUBCO" or the "Company") is a New Jersey corporation and
registered bank holding company whose principal operating subsidiaries are
Hudson United Bank ("HUB"), a New Jersey-chartered commercial bank, and
Lafayette American Bank and Trust Company ("Lafayette"), a Connecticut chartered
bank. HUBCO's corporate headquarters are located at 1000 MacArthur Boulevard,
Mahwah, New Jersey 07430. HUB's corporate headquarters are located at 3100
Bergenline Avenue, Union City, New Jersey 07087. Lafayette's corporate
headquarters are located at 1087 Broad Street, Bridgeport, Connecticut 06604.
The telephone number of HUBCO is (201) 236-2200. HUB is a full-service
commercial bank which primarily serves small and mid-sized businesses and
consumers through 59 branches in Northern New Jersey. Lafayette is a
full-service commercial bank which serves small-to-medium-sized business firms
as well as individuals through 21 banking offices located mainly in Fairfield
and New Haven counties in Connecticut. As of September 30, 1996, prior to its
pending acquisitions of Westport Bancorp., Inc. ("Westport") and UST
Bank/Connecticut, HUBCO had consolidated assets of $2.7 billion, consolidated
deposits of $2.2 billion and consolidated stockholders' equity of $183 million.
Westport is the bank holding company of The Westport Bank & Trust Company
("WBTC"), a Connecticut-chartered bank and trust company which operates eight
branches located in the mid-Fairfield County, Connecticut communities of Weston,
Fairfield, Redding/Georgetown, Greens Farms, Shelton and Saugatuck. As of
September 30, 1996, Westport had consolidated assets of $313 million and total
deposits of $261 million. UST Bank/Connecticut, a subsidiary of UST Corp., is a
$112 million asset commercial bank with $100 million in deposits and four
banking offices in Fairfield County, Connecticut. Based on assets as of
September 30, 1996, HUBCO is the third largest commercial banking company
headquartered in New Jersey.
HUBCO's strategy is to enhance profitability and build market share
through both internal growth and acquisitions. Since October, 1990, HUBCO has
added over 67 branches and approximately $2 billion in assets through 16
acquisitions of financial institutions in both government-assisted and private
transactions. For additional information, see "AVAILABLE INFORMATION" and
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE".
Recent Developments
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 Lafayette Acquisition 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 (the "Hometown
Acquisition") of Hometown Bancorporation, Inc. ("Hometown") since the closing of
that transaction on August 30, 1996, since that transaction was accounted for as
a purchase. See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
On June 21, 1996, HUBCO entered into an Agreement and Plan of Merger
with Westport and WBTC, pursuant to which Westport will be merged with and into
HUBCO and WBTC will be merged with and into Lafayette (the "Westport
Acquisition"). The Company expects the Westport Acquisition to close before the
end of the fourth quarter of 1996. Consummation of the Westport Acquisition is
subject to approval by Federal and Connecticut bank regulatory authorities and
other customary conditions.
On August 15, 1996, Lafayette entered into an agreement to acquire UST
Bank/Connecticut, in an all cash transaction which is expected to close by
November 30, 1996. Under the terms of the agreement, Lafayette will acquire by
merger UST Bank/Connecticut and will pay to UST Corp. cash equal to UST
Bank/Connecticut's capital (less its deferred tax asset), plus a 7% deposit
premium on UST Bank/Connecticut's deposits. The acquisition is structured as a
taxable cash merger which will allow HUBCO to deduct the deposit premium for tax
purposes. UST Bank/Connecticut is a $112 million asset commercial bank with $100
million in deposits and four offices in Fairfield County, Connecticut. After
certain of its loans are sold to an affiliate of UST Corp. as contemplated by
the merger agreement, UST Bank/Connecticut will have $63 million in loans.
Consummation of the merger is subject to approval by Federal and Connecticut
bank regulatory authorities and other customary conditions.
On August 16, 1996, HUB entered into an agreement to acquire the
Clifton branch of Interchange State Bank which has deposits totaling $13.6
million. On June 28, 1996 HUB signed an agreement to sell its Kinnelon branch,
with $11 million in deposits, to The Ramapo Bank.
On August 30, 1996, HUBCO closed the Hometown Acquisition and
Hometown's subsidiary bank, The Bank of Darien, was merged
into Lafayette.
On September 13, 1996, HUBCO completed the issuance and sale of the Old
Debentures in a private placement. The net proceeds to HUBCO from the offering
of the Old Debentures were $73,737,750, before deducting HUBCO's expenses in
connection with the offering.
Acquisition Strategy
HUBCO's acquisition strategy is focused on in-market and contiguous
market opportunities. In building its franchise through acquisitions, HUBCO
seeks to structure transactions that will increase core earnings per share
within the first year following an acquisition.
In making acquisitions, an analysis of the loan portfolio is performed
which includes consideration of work-out strategies and time tables for
resolving non-performing assets. HUBCO employees visit properties and businesses
that secure large credits. HUBCO attempts to manage the net interest margin
post-acquisition by standardizing products and services within a short period of
time. Acquisition costs historically have been amortized over a relatively short
period of time despite the negative effect on current earnings. In its recent
acquisition of Lafayette, HUBCO took substantial one-time merger and
restructuring charges.
Cost savings play a significant part in HUBCO's acquisition strategy
and pricing decisions. Operations are centralized to achieve efficiencies, to
speed processing and to maximize customer service.
HUBCO is continually evaluating acquisition opportunities and
frequently conducts discussions, certain financial analyses and diligence
activities in connection with possible acquisitions. As a result, acquisition
discussions and, in some cases, negotiations frequently take place and future
acquisitions involving cash, debt or equity securities can be expected.
Acquisitions typically involve the payment of a premium over book and market
values, and therefore some dilution of HUBCO's book value and net income per
common share may occur in connection with any future transactions. From time to
time, HUBCO may issue new equity or debt securities to fund its acquisition
plans or for other purposes. See "PRO FORMA FINANCIAL INFORMATION"; "AVAILABLE
INFORMATION"; and "INCORPORATION OF CERTAIN INFORMATION BY REFERENCE."
<PAGE>
<TABLE>
<CAPTION>
CAPITALIZATION
The following table sets forth the consolidated capitalization of HUBCO as of June 30, 1996, (a) on a historical
basis as reported, (b) as adjusted on a pro forma basis to reflect the acquisitions of Lafayette on July 1 and Hometown on August 30
and the issuance of the Old Debentures on September 13, 1996 and (c) as further adjusted on a pro forma basis to reflect the
acquisition of Westport and UST Bank/Connecticut. The pro forma capitalization is based on, and is subject to, the assumptions set
forth in the notes following. The information presented should be read in conjunction with such pro forma financial statements and
the notes thereto.
June 30, 1996
---------------------------------------------
HUBCO Pro Forma HUBCO
HUBCO for Lafayette, Hometown Pro Forma for
as Reported and Debentures All Acquisitions
----------- -------------- ----------------
Long-Term Debt: (in thousands except ratios and shares)
<S> <C> <C> <C>
Subordinated debt of HUBCO $ 25,000 $ 25,000 $ 25,000
Debts of subsidiaries -- -- --
Debentures 75,000 75,000
-------- --------- ---------
Total Long Term Debt 25,000 100,000 100,000
Shareholders' Equity:
Convertible preferred stock, Series B;
authorized 39,600 shares; issued 39,600 -- -- --
shares, $.01 par value
Common stock, no par value, authorized 50,000,000
shares; issued 14,342,949, 19,763,575, and
21,835,036 shares 25,502 35,140 38,823
Additional paid-in capital 62,283 90,679 108,841
Retained Earnings 61,027 62,427 64,922
Treasury shares, at cost, 825,286, 525,286, and (17,067) (10,863) (10,863)
525,286 shares
Restricted stock awards (434) (434) (434)
Unrealized loss on securities available for sale, (1,197) (1,664) (2,590)
net of income taxes
Total stockholders' equity 130,114 175,285 198,699
Total capitalization $155,114 $ 275,285 $298,699
Pro Forma Capital Ratios:
Tier 1 Leverage Ratio 7.00% 5.61% 5.47%
Tier 1 Risk-Based Capital Ratio 11.68% 9.11% 8.76%
Total Risk-Based Capital Ratio 15.33% 14.92% 14.40%
Notes to Capitalization Table
1) Each share of the 39,600 convertible preferred shares issued in the Westport Acquisition are convertible into 32.25
common shares of HUBCO.
2) At June 30, HUBCO issued 61,477 warrants for the 104,554 Lafayette warrants.
3) Capital ratios reflect the issuance of the Debentures offered hereby.
4) Based on June 30 pro forma capital approximately $15 million of the Debentures would not initially qualify as Tier 2
capital due to the 50% of Tier 1 Capital limitations.
</TABLE>
<PAGE>
PRO FORMA FINANCIAL INFORMATION
Pro Forma Unaudited Combined Balance Sheet
of HUBCO, Lafayette, Hometown and Westport
The following pro forma unaudited combined condensed balance sheet
combines the historical consolidated balance sheets of HUBCO and Westport giving
effect to the Westport Acquisition which will be accounted for as a pooling of
interests, as if the Wesport Acquisition had been effective on June 30, 1996,
and the historical consolidated balance sheet of Hometown as of June 30, 1996,
giving effect to the Hometown Acquisition which was consummated on August 30,
1996 and was accounted for as a purchase, effective June 30, 1996, and the
historical consolidated balance sheet of Lafayette giving effect to the
Lafayette Acquisition, which was consummated on July 1, 1996 and was accounted
for as a pooling of interests, and also takes into account the acquisition (the
"Growth Acquisition") of Growth Financial Corp. ("Growth"), which was
consummated on January 12, 1996 and was accounted for as a pooling of interests.
The information set forth below should be read in conjunction with the
historical consolidated financial statements of HUBCO, Lafayette, Hometown and
Westport, including their respective notes thereto, certain of which are
incorporated by reference in this Prospectus (see "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE"), and in conjunction with the selected consolidated
historical financial information, including, the notes thereto, appearing
elsewhere in this Prospectus. The pro forma financial data do not give effect to
any anticipated cost savings in connection with the Westport Acquisition. The
pro forma financial data are not necessarily indicative of the actual financial
position that would have occurred had the Westport Acquisition been consummated
on June 30, 1996 or that may be obtained in the future.
The net proceeds to HUBCO from the offering of the Old
Debentures were $73,737,750, before deducting HUBCO's expenses in connection
with the offering. See "THE COMPANY -- Recent Developments". The Pro Forma
financial information does not reflect the sale of the Old Debentures.
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA UNAUDITED COMBINED
CONDENSED BALANCE SHEET AS OF JUNE 30, 1996
($ in thousands, except per share data)
Pro Pro
Assets forma Pro- forma Pro- Pro Pro
Adjust- forma Home- Adjust- Forma forma forma
HUBCO Lafayette ments Combined town ments Combined Westport Adjustments Combined
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and due from banks $81,389 $37,875 $ $119,264 $12,464 $(1,020) $130,708 $21,767 $ $152,475
- -
Federal funds sold - - - - 1,690 - 1,690 13,500 - 15,190
Securities 644,995 125,717 (6,355) 764,357 83,563 (32,000) 815,920 90,814 (1,701) 905,033
Loans 954,136 548,005 - 1,502,141 101,971 - 1,604,112 182,680 - 1,786,792
Less: Allowance for loan
losses (18,055) (9,664) - (27,719) (2,569) - (30,288) (3,121) - (33,409)
-----------------------------------------------------------------------------------------------------------
936,081 538,341 - 1,474,422 99,402 - 1,573,824 179,559 - 1,753,383
-----------------------------------------------------------------------------------------------------------
Other assets 68,045 39,275 - 107,320 7,475 - 114,795 10,816 - 125,611
Intangibles, net of
amortization 9,356 - - 9,356 155 15,336 24,847 192 - 25,039
-----------------------------------------------------------------------------------------------------------
Total Assets $1,739,866 $741,208 $(6,355) $2,474,719 $204,749 $(17,684) $2,661,784 $316,648 $(1,701) $2,976,731
===========================================================================================================
Liabilities and Stockholders'
Equity
Deposits:
Noninterest bearing $ 315,958 $135,485 $ - $451,443 $ 25,044 $ - $476,487 $78,953 $ - $555,440
Interest bearing 1,171,849 511,464 - 1,683,313 149,347 - 1,832,660 179,938 - 2,012,598
----------------------------------------------------------------------------------------------------------
Total deposits 1,487,807 646,949 - 2,134,756 174,391 - 2,309,147 258,891 - 2,568,038
----------------------------------------------------------------------------------------------------------
Borrowings 85,357 29,197 - 114,554 11,500 (1,410) 124,644 29,049 - 153,693
Other liabilities 11,588 6,498 7,038 25,124 1,614 970 27,708 3,593 - 31,301
----------------------------------------------------------------------------------------------------------
Total Liabilities 1,584,752 682,644 7,038 2,274,434 187,505 (440) 2,461,499 291,533 - 2,753,032
Subordinated debt 25,000 - - 25,000 - - 25,000 - - 25,000
Stockholders' Equity:
Preferred stock - - - - - - - - - -
Common stock 25,502 201 9,437 35,140 1,833 (1,833) 35,140 61 3,622 38,823
Additional paid in
capital 62,283 50,433 (22,037) 90,679 14,123 (14,123) 90,679 23,485 (5,323) 108,841
Retained earnings 61,028 8,437 (7,038) 62,427 2,411 (2,411) 62,427 2,495 - 64,922
Other (18,699) (507) 6,245 (12,961) (1,123) 1,123 (12,961) (926) - (13,887)
------------------------------------------------------------------------------------------------------------
Total Capital 130,114 58,564 (13,393) 175,285 17,244 (17,244) 175,285 25,115 (1,701) 198,699
Total Liabilities
and Capital $1,739,866 $741,208 $(6,355) $2,474,719 $204,749 $(17,684) $2,661,784 $316,648 $(1,701) $2,976,731
============================================================================================================
Common and common
equivalent shares
outstanding 13,518 19,279 19,278 22,627
Book value per common and
common equivalent share $9.63 $9.12 $9.12 $8.80
</TABLE>
<PAGE>
Pro Forma Unaudited Combined Statements of Income
of HUBCO, Lafayette, Hometown and Westport
The following pro forma unaudited combined condensed
statements of income combine the historical consolidated statements of income of
HUBCO, Lafayette, Hometown and Westport giving effect to the Westport
Acquisition which will be accounted for as a pooling of interests, as if the
Westport Acquisition had occurred on the first day of the applicable periods
indicated herein, after giving effect to the Lafayette Acquisition, which was
consummated on July 1, 1996 and was accounted for as a pooling of interests, and
the Hometown Acquisition, which was consummated on August 30, 1996 and was
accounted for as a purchase, and the pro forma adjustments described in the
notes to the pro forma combined financial statements, and also takes into
account the Growth Acquisition, which was consummated on January 12, 1996 and
was accounted for as a pooling of interests. Because the Hometown Acquisition is
being accounted for using the purchase method of accounting (which does not
require the restatement of HUBCO's financial statements), Hometown's historical
consolidated statements of income and the Hometown Acquisition are not reflected
in the pro forma combined condensed statements of income for the years ended
December 31, 1994 and 1993. The pro forma combined condensed statements of
income were prepared on the assumption that the Hometown Acquisition had been
effected as of January 1, 1995. The information set forth below should be read
in conjunction with the condensed consolidated historical and other pro forma
financial information, including the notes thereto, incorporated by reference or
appearing elsewhere in this Prospectus. The pro forma financial data do not give
effect to any anticipated cost savings in connection with the Westport
Acquisition. The pro forma financial data are not necessarily indicative of the
results that actually would have occurred had the Westport Acquisition been
consummated on the dates indicated or that may be obtained in the future.
The income tax provision (benefit) for Lafayette and Westport
includes the effect of reducing Lafayette's and Westport's valuation allowance
with respect to federal deferred tax assets. Considering the combined operating
results, it is unlikely that HUBCO would have established a valuation allowance
with respect to its federal deferred tax assets had the companies always been
combined. The pro forma unaudited combined statements of income have been
adjusted to reflect what the changes in the valuation allowance would have been
had the companies always been combined.
The net proceeds to HUBCO from the debenture offering were
$73,737,750, before deducting HUBCO's expenses in connection with the offering.
See "THE COMPANY -- Recent Developments". The Pro Forma financial information
does not reflect the sale of the Old Debentures.
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA UNAUDITED COMBINED CONDENSED STATEMENTS OF INCOME FOR THE SIX MONTHS
ENDED JUNE 30, 1996
($ In thousands, except per share data)
Pro Pro Pro Pro
Forma Home- Forma Forma Forma
HUBCO Lafayette Combined town Adjustments Combined Westport Combined
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest on loans $42,240 $23,052 $65,292 $4,442 $ - $69,734 $8,123 $77,857
Interest on securities 19,125 4,153 23,278 2,831 (910) 25,199 2,672 27,871
Other interest income 202 101 303 8 - 311 103 414
---------------------------------------------------------------------------------------------
Total Interest Income 61,567 27,306 88,873 7,281 (910) 95,244 10,898 106,142
---------------------------------------------------------------------------------------------
Interest on deposits 18,585 9,956 28,541 2,820 - 31,361 2,848 34,209
Interest on borrowings 2,229 737 2,966 624 (35) 3,555 405 3,960
---------------------------------------------------------------------------------------------
Total Interest Expense 20,814 10,693 31,507 3,444 (35) 34,916 3,253 38,169
---------------------------------------------------------------------------------------------
Net Interest Income 40,753 16,613 57,366 3,837 (875) 60,328 7,645 67,973
Provision for loan losses 1,896 2,500 4,396 50 - 4,446 600 5,046
Noninterest income 9,982 2,551 12,533 643 - 13,176 2,144 15,320
Noninterest expense 28,001 14,922 42,923 3,361 775 47,059 5,599 52,658
---------------------------------------------------------------------------------------------
Pre-Tax Income (Loss) 20,838 1,742 22,580 1,069 (1,650) 21,999 3,590 25,589
Income tax provision (benefit) 7,678 952 8,630 450 (333) 8,747 1,491 10,238
---------------------------------------------------------------------------------------------
Net Income (Loss) $13,160 $790 $13,950 $619 $(1,317) $13,252 $2,099 $15,351
=============================================================================================
Earnings (loss) per share:
Primary $0.95 $0.71 $0.68 $0.67
Fully Diluted $0.95 $0.71 $0.68 $0.67
Weighted Average Shares
Outstanding:
Common and common
equivalent shares 13,844 19,604 19,604 22,953
Preferred (HUBCO) - - - -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA UNAUDITED COMBINED CONDENSED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
($ in thousands, except per share data)
Pro- Pro- Pro-
Pro Forma Pro Forma Home- Forma Forma Forma
HUBCO Growth Combined Lafayette Combined town Adjust- Combined Combined
ments Westport
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest on loans $80,503 $8,437 $88,940 $41,947 $130,887 $7,625 $ $138,512 $16,200 $154,712
-
Interest on securities 39,065 1,185 40,250 10,313 50,563 7,269 (1,820) 56,012 4,366 60,378
Other interest income 1,143 170 1,313 163 1,476 186 - 1,662 159 1,821
------------------------------------------------------------------------------------------------------
Total Interest Income 120,711 9,792 130,503 52,423 182,926 15,080 (1,820) 196,186 20,725 216,911
------------------------------------------------------------------------------------------------------
Interest on deposits 35,557 3,821 39,378 17,189 56,567 6,171 - 62,738 5,110 67,848
Interest on borrowings 4,052 2 4,054 3,792 7,846 1,497 (69) 9,274 917 10,191
------------------------------------------------------------------------------------------------------
Total Interest Expense 39,609 3,823 43,432 20,981 64,413 7,668 (69) 72,012 6,027 78,039
------------------------------------------------------------------------------------------------------
Net Interest Income 81,102 5,969 87,071 31,442 118,513 7,412 (1,751) 124,174 14,698 138,872
Provision (benefit)for
loan losses 4,200 625 4,825 3,190 8,015 75 - 8,090 1,500 9,590
Noninterest income 17,791 351 18,142 6,078 24,220 1,420 - 25,640 4,005 29,645
Noninterest expense 60,164 5,070 65,234 26,230 91,464 6,951 1,626 100,041 11,378 111,419
------------------------------------------------------------------------------------------------------
Pre-Tax Income (Loss) 34,529 625 35,154 8,100 43,254 1,806 (3,377) 41,683 5,825 47,508
Income tax provision
(benefit) 10,845 427 11,272 1,385 12,657 497 (665) 12,489 1,857 14,346
------------------------------------------------------------------------------------------------------
Net Income (Loss) $23,684 $198 $23,882 $6,715 $30,597 $1,309 $(2,712) $29,194 $3,968 $33,162
======================================================================================================
Earnings per share:
Primary $1.82 $1.67 $1.53 $1.46 $1.42
Fully Diluted $1.79 $1.65 $1.51 $1.45 $1.41
Weighted Average Shares
Outstanding:
Common and common
equivalent shares 12,743 13,976 19,691 19,691 23,040
Preferred (HUBCO) 508 508 508 508 508
Net Income (loss) as
previously reported $23,684 $198 $23,882 $18,927 $42,809 $1,309 $(2,712) $41,406 $6,830 $48,236
Adjustments to income
tax provision (benefit) - - - (12,212) (12,212) - - (12,212) (2,862) (15,074)
Net income (loss) as
reported herein $23,684 $198 $23,882 $6,715 $30,597 $1,309 $(2,712) $29,194 $3,968 $33,162
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA UNAUDITED COMBINED CONDENSED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
($ in thousands, except per share data)
Pro Forma Pro Forma Pro Forma
HUBCO Growth Combined Lafayette Combined Westport Combined
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest on loans $62,031 $6,697 $68,728 $34,136 $102,864 $13,729 $116,593
Interest on securities 39,958 810 40,768 8,236 49,004 3,484 52,488
Other interest income 1,364 152 1,516 211 1,727 121 1,848
---------------------------------------------------------------------------------------------
Total Interest Income 103,353 7,659 111,012 42,583 153,595 17,334 170,929
---------------------------------------------------------------------------------------------
Interest on deposits 29,268 2,352 31,620 11,790 43,410 4,443 47,853
Interest on borrowings 2,989 9 2,998 1,969 4,967 306 5,273
--------------------------------------------------------------------------------------------
Total Interest Expense 32,257 2,361 34,618 13,759 48,377 4,749 53,126
---------------------------------------------------------------------------------------------
Net Interest Income 71,096 5,298 76,394 28,824 105,218 12,585 117,803
Provision for loan losses 3,550 634 4,184 3,325 7,509 1,800 9,309
Noninterest income 11,828 327 12,155 6,337 18,492 3,928 22,420
Noninterest expense 51,050 3,871 54,921 28,423 83,344 11,587 94,931
---------------------------------------------------------------------------------------------
Pre-Tax Income 28,324 1,120 29,444 3,413 32,857 3,126 35,983
Income tax provision 10,892 - 10,892 939 11,831 764 12,595
---------------------------------------------------------------------------------------------
Net Income $17,432 $1,120 $18,552 $2,474 $21,026 $2,362 $23,388
=============================================================================================
Earnings per share:
Primary $1.36 $1.33 $1.11 $1.05
Fully Diluted $1.33 $1.31 $1.10 $1.04
Weighted Average Shares
Outstanding:
Common & common
equivalent shares 12,496 13,599 18,491 21,840
Preferred (HUBCO) 602 602 602 602
Net income as previously
reported $17,432 $1,120 $18,552 $6,137 $24,689 $4,362 $29,051
Adjustments to income tax
provision (benefit) - - - (3,663) (3,663) (2,000) (5,663)
Net income as reported herein $17,432 $1,120 $18,552 $2,474 $21,026 $2,362 $23,388
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRO FORMA UNAUDITED COMBINED CONDENSED STATEMENT OF INCOME
FOR THE YEAR ENDED
DECEMBER 31, 1993
($ in thousands, except per share data)
Pro Forma Pro Forma Pro Forma
HUBCO Growth Combined Lafayette Combined Westport Combined
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest on loans $56,140 $4,472 $60,612 $34,798 $95,410 $13,482 $108,892
Interest on securities 28,734 1,219 29,953 6,306 36,259 1,798 38,057
Other interest income 1,676 163 1,839 311 2,150 429 2,579
---------------------------------------------------------------------------------------------
Total Interest Income 86,550 5,854 92,404 41,415 133,819 15,709 149,528
---------------------------------------------------------------------------------------------
Interest on deposits 26,604 2,142 28,746 13,809 42,555 5,642 48,197
Interest on borrowings 907 - 907 1,625 2,532 42 2,574
---------------------------------------------------------------------------------------------
Total Interest Expense 27,511 2,142 29,653 15,434 45,087 5,684 50,771
---------------------------------------------------------------------------------------------
Net Interest Income 59,039 3,712 62,751 25,981 88,732 10,025 98,757
Provision for loan losses 4,874 653 5,527 23,500 29,027 2,890 31,917
Noninterest income 10,579 302 10,881 8,306 19,187 5,384 24,571
Noninterest expense 42,313 3,309 45,622 36,789 82,411 11,569 93,980
---------------------------------------------------------------------------------------------
Pre-Tax Income (Loss) 22,431 52 22,483 (26,002) (3,519) 950 (2,569)
Income tax provision (benefit) 8,560 (260) 8,300 (8,508) (208) 529 321
---------------------------------------------------------------------------------------------
Income (loss) before cumulative
effect of change in
accounting principle 13,871 312 14,183 (17,494) (3,311) 421 (2,890)
Cumulative effect of change in
accounting principle - - - (3,118) (3,118) - (3,118)
----------------------------------------------------------------------------------------------
Net Income (Loss) $13,871 $312 $14,183 $(20,612) $(6,429) $421 $(6,008)
==============================================================================================
Earnings (loss) per share before
cumulative effect of change in
accounting principle:
Primary $1.06 $1.00 $(0.22) $(0.16)
Fully Diluted $1.06 $1.00 $(0.22) $(0.16)
Earnings (loss) per share after cumulative effect of Change in accounting
principle:
Primary $1.06 $1.00 $(0.43) $(0.33)
Fully Diluted $1.06 $1.00 $(0.43) $(0.33)
Weighted Average Shares Outstanding:
Common & common equivalent 13,109 14,212 14,918 18,267
shares
Preferred (HUBCO) - - - -
Net income (loss) as previously $13,871 $312 $14,183 $(29,136) $(14,953) $1,202 $(13,751)
reported
Adjustments to income tax - - - 8,524 8,524 (781) 7,743
provision (benefit)
Net income (loss) as reported herein $13,871 $312 $14,183 $(20,612) $(6,429) $421 $(6,008)
</TABLE>
Notes to Pro Forma Financial Information
(1) Pro forma financial information assumes that the Growth Acquisition,
the Lafayette Acquisition and the Merger were consummated as of the
beginning of each of the periods indicated and that the Hometown
Acquisition was consummated as of January 1, 1995 for the pro forma
unaudited combined statements of income and as of June 30, 1996 for
the pro forma unaudited combined balance sheet. Because the Hometown
Acquisition was accounted for using the purchase method of accounting
(which does not require the restatement of HUBCO's financial
statements), Hometown's historical consolidated statements of income
and the Hometown Acquisition are not reflected in the pro forma
unaudited combined condensed statements of income for the years ended
December 31, 1994 and 1993. The pro forma information presented is
not necessarily indicative of the results of operations or the
combined financial position that would have resulted had the mergers
been consummated at the beginning of the applicable periods
indicated, nor is it necessarily indicative of the results of
operation in future periods or the future financial position of the
combined entities.
(2) It is assumed that the Merger will be accounted for on a pooling of
interests accounting basis, and accordingly, the related pro forma
adjustments herein reflect, where applicable, an exchange ratio of
0.3225 shares of HUBCO Common Stock for each of the 6,068,531 shares
of Westport Common Stock which were outstanding at June 30, 1996.
The pro forma financial information presented herein gives effect to
the cancellation of 85,300 shares of HUBCO Common Stock. This
adjustment is the result of HUBCO's ownership, as of August 6, 1996,
of 264,500 shares of Westport Common Stock at a cost of $1,701,125.
As a result, the pro forma information was adjusted for the Merger by
the (i) addition of 2,156,761 shares of HUBCO Common Stock with a
stated value of $1.778 per share amounting to $3,834,734; (ii)
elimination of 6,068,531 shares of Westport Common Stock with a par
value of $.01 per share amounting to $60,685; (iii) cancellation of
85,300 shares of HUBCO Common Stock amounting to $151,663; (iv)
issuance of 39,600 shares of New HUBCO Preferred Stock with a par
value of $.01, amounting to $396, (v) elimination of 39,600 shares of
Westport Preferred Stock with a par value of $.01, amounting to $396;
and (vi) recording of the remaining net amount of $5,323,511 as a
reduction of additional paid in capital at June 30, 1996.
The effect of the remaining $7.0 million of the total $8.5 million
(after tax) restructuring charge in connection with the Lafayette
Acquisition has been reflected in the pro forma combined balance
sheet as an increase in other liabilities.
(3) The Lafayette Acquisition was accounted for on a pooling of interests
accounting basis and accordingly, the related pro forma adjustments
herein reflect, where applicable, an exchange ratio of .588 shares of
HUBCO Common Stock for each of the 10,029,637 shares of Lafayette
common stock which were outstanding at June 30, 1996.
The pro forma financial information presented herein gives effect to
the cancellation of 323,400 shares of HUBCO Common Stock. This
adjustment is the result of HUBCO's ownership of 550,000 shares of
Lafayette common stock at a cost of $6,354,687.
As a result, the pro forma information was adjusted for the Lafayette
Acquisition by the (i) addition of 5,897,426 shares of HUBCO Common
Stock with a stated value of $1.778 per share, amounting to
$10,485,623; (ii) elimination of 10,029,637 shares of Lafayette
Common Stock with a stated value of $.02 per share, amounting to
$200,593; (iii) cancellation of 323,400 shares of HUBCO Common Stock
amounting to $575,005; (iv) addition of 146,600 shares of HUBCO
Common Stock amounting to $260,655 in exchange for Lafayette's stock
options; and (v) recording of the remaining net amount of $16,367,000
as a reduction of additional paid in capital at June 30, 1996.
(4) The pro forma financial information presented herein reflects: (i) a
total cash purchase price for Hometown of $31.6 million. Cash on hand
of $1.0 million and the proceeds received upon disposition of
approximately $32.0 million of securities available for sale will be
utilized to fund the purchase price. The excess funds resulting from
the sale of these securities will be used to reduce short-term
borrowings; (ii) a fair value adjustment of $500,000 established for
investment securities held to maturity. Investment securities held to
maturity were valued at their estimated fair value as of June 30,
1996. The resulting adjustment is being amortized into interest
income over the remaining life of the portfolio as of that date, so
as to produce a constant yield to maturity; (iii) a net deferred tax
benefit of $200,000 on purchase accounting adjustments; (iv)
elimination of Hometown's existing intangible and establishment of a
new intangible estimated at approximately $16.5 million. The
resulting intangible assets are expected to be amortized on an
aggregate estimated life of 10 years; (v) accruals were established
for termination benefits and other benefits under employment
contracts of $710,000 and other transaction costs and professional
fees of $460,000; (vi) elimination of Hometown's existing capital
pursuant to the purchase accounting method for business combinations;
and (vii) the book value of Hometown's loans and deposits are deemed
to approximate estimated fair value at June 30, 1996 and therefore no
fair value adjustment is necessary.
(5) On January 12, 1996, HUBCO completed its purchase of Growth, with
assets of $127.7 million, for 1.2 million shares of HUBCO Common
Stock valued at approximately $27 million, in a transaction accounted
for as a pooling of interests. The pro forma financials presented
herein reflect the effect of this acquisition.
(6) Earnings per share data has been computed based on the combined
historical net income applicable to common stockholders of HUBCO,
Westport, Lafayette and Growth, using the historical weighted average
shares outstanding of HUBCO Common Stock and the weighted average
outstanding shares, adjusted to equivalent shares of HUBCO Common
Stock, as of the earliest applicable period presented.
Primary and fully diluted weighted average shares outstanding also
includes the addition of 38,759 common share equivalents applicable
to the 61,477 HUBCO warrants issued in the Lafayette Acquisition for
the 104,554 Lafayette warrants outstanding.
(7) Certain insignificant reclassifications have been included herein to
conform to statement presentations.
<PAGE>
USE OF PROCEEDS
There will be no cash proceeds to the Company from the Exchange Offer.
HUBCO intends to use the net proceeds from the sale of the Old Debentures for
general corporate purposes, including investments in and advances to HUBCO's
subsidiaries, and for financing possible or future acquisitions of deposits and
banking assets. Pending such use, HUBCO or its subsidiaries may temporarily
invest the net proceeds in investment grade securities.
THE EXCHANGE OFFER
Purpose and Effect of the Exchange Offer
The Old Debentures were sold by the Company on September 13, 1996 to
certain institutional investors (the "Initial Purchasers"). In connection
therewith, the Company entered into a Registration Rights Agreement, which
provides that, within 150 days after the original issuance of the Old Debentures
(i.e., by February 10, 1997), the Company will use its best efforts to cause a
registration statement under the Securities Act with respect to an issue of new
debentures of the Company identical in all materials respects to the Old
Debentures to become effective under the Securities Act and, upon the
effectiveness of that registration statement, will offer to the Holders of the
Old Debentures the opportunity to exchange their Old Debentures for a like
principal amount of new debentures which will be issued without restrictive
legends, and will consummate the exchange offer within 180 days after the
original issuance of the Old Debentures. The Exchange Offer is being made
pursuant to and in order to comply with the Registration Rights Agreement
executed in connection with the Company's sale of the Old Debentures to the
Initial Purchasers. Unless the context otherwise requires, the term "Holder"
with respect to the Exchange Offer means any person in whose name Old Debentures
are registered on the books of the Company or any person whose Old Debentures
are held of record by the Depository Trust Company who desires to deliver such
Old Debentures by book-entry transfer at the Depository Trust Company.
The Company has not requested, and does not intend to request, an
interpretation by the staff of the Commission with respect to whether the New
Debentures issued pursuant to the Exchange Offer in exchange for the Old
Debentures may be offered for sale, resold or otherwise transferred by any
holder without compliance with the registration and prospectus delivery
provisions of the Securities Act. Based on an interpretation by the staff of the
Commission set forth in no-action letters issued to third parties, the Company
believes that New Debentures issued pursuant to the Exchange Offer in exchange
for Old Debentures may be offered for resale, resold and otherwise transferred
by any Holder of such New Debentures (other than any such Holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act or any broker-dealers) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such New
Debentures are acquired in the ordinary course of such Holder's business and
such Holder has no arrangement or understanding with any person to participate
in the distribution of such New Debentures. See "Morgan Stanley & Co., Inc.",
SEC No-Action Letter (available June 5, 1991), and "Exxon Capital Holdings
Corporation", SEC No-Action Letter (available May 13, 1988). Any Holder who
tenders in the Exchange Offer for the purpose of participating in a distribution
of the New Debentures could not rely on such interpretation by the staff of the
Commission and, in the absence of an exemption therefrom, must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. Each broker-dealer that receives New
Debentures for its own account in exchange for Old Debentures, where such Old
Debentures were acquired by such broker-dealer as a result of market-making or
other trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such New Debentures. See "PLAN OF DISTRIBUTION".
By tendering in the Exchange Offer, each Holder of Old Debentures will
represent to the Company that, among other things, (i) the New Debentures
acquired pursuant to the Exchange Offer are being obtained in the ordinary
course of business of the person receiving such New Debentures, whether or not
such person is such Holder, (ii) neither the Holder of Old Debentures nor any
such other person has an arrangement or understanding with any person to
participate in the distribution of such New Debentures, (iii) neither the Holder
nor any such other person is engaged in or intends to participate in the
distribution of such New Debentures and (iv) neither the Holder nor any such
other person is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act or a broker-dealer.
Following the consummation of the Exchange Offer, Holders of Old
Debentures not tendered will not have further registration rights and the Old
Debentures will continue to be subject to certain restrictions on transfer.
Accordingly, the liquidity of the market for the Old Debentures could be
adversely affected.
Terms of the Exchange Offer
Upon the terms and subject to the conditions set forth in this
Prospectus and in the Letter of Transmittal, the Company will accept any and all
Old Debentures validly tendered and not withdrawn prior to 5:00 p.m., New York
City time, on the Expiration Date. The Company will issue $25,000 principal
amount of New Debentures in exchange for each $25,000 principal amount of
outstanding Old Debentures accepted in the Exchange Offer. The Old Debentures
were issued in minimum denominations of $25,000. For each Old Debenture
surrendered to the Company pursuant to the Exchange Offer, the holder of such
Old Debenture will receive a New Debenture having a principal amount equal to
that of the surrendered Old Debenture. New Debentures will be issued only in
minimum denominations of $25,000 and in integral multiples of $1,000 in excess
thereof. Holders may tender some or all of their Old Debentures pursuant to the
Exchange Offer.
The form and terms of the New Debentures will be identical in all
material respects to the form and terms of the Old Debentures, except that (i)
the New Debentures will have been registered under the Securities Act and,
therefore, will not bear legends restricting the transfer thereof and (ii)
Holders of New Debentures will not be entitled to the prospective increase in
interest rate contained in the Old Debentures. See "DESCRIPTION OF DEBENTURES --
Registration Rights" for a description of the terms of the prospective increase
in interest rate. The Exchange Offer is not conditioned upon any minimum
aggregate principal amount of Old Debentures being tendered for exchange.
As of October 22, 1996, $75,000,000 of the Old Debentures were
outstanding and there was one registered Holder of the Old Debentures. This
Prospectus, together with the Letter of Transmittal, is being sent to such
registered Holder as of November 5, 1996.
Holders of Old Debentures do not have any appraisal or dissenters'
rights under the Business Corporation Law of the State of New Jersey or the
Indenture in connection with the Exchange Offer. The Company intends to conduct
the Exchange Offer in accordance with the applicable requirements of the
Exchange Act and the rules and regulations of the Commission thereunder.
The Company shall be deemed to have accepted validly tendered Old
Debentures when, as and if the Company has given oral or written notice thereof
to the Exchange Agent. The Exchange Agent will act as agent for the tendering
Holders for the purpose of receiving the New Debentures from the Company.
If any tendered Old Debentures are not accepted for exchange because of
an invalid tender, the occurrence of certain other events set forth herein or
otherwise, certificates for any such unaccepted Old Debentures will be returned,
without expense, to the tendering Holder thereof as promptly as practicable
after the Expiration Date.
Holders who tender Old Debentures in the Exchange Offer will not be
required to pay brokerage commissions or fees or, subject to the Instructions in
the Letter of Transmittal, transfer taxes with respect to the exchange of Old
Debentures pursuant to the Exchange Offer. The Company will pay all charges and
expenses, other than certain applicable taxes, in connection with the Exchange
Offer. See "- - Fees and Expenses."
Expiration Date; Extensions
The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
December 13, 1996, unless the Company, in its sole discretion, extends the
Exchange Offer, in which case the term "Expiration Date" shall mean the latest
date and time to which the Exchange Offer is extended.
The Company reserves the right to extend the Exchange Offer at any time
and from time to time by giving oral or written notice to the Exchange Agent and
by timely public announcement communicated, unless otherwise required by
applicable law or regulation, by making a release to the Dow Jones News Service.
During any extension of the Exchange Offer, all Old Debentures previously
tendered pursuant to the Exchange Offer and not withdrawn will remain subject to
the Exchange Offer. The date of the exchange of the New Debentures for Old
Debentures will be the first business day following the Expiration Date.
The Company expressly reserves the right to (i) terminate the Exchange
Offer and not accept for exchange any Old Debentures if any of the events set
forth below under "Conditions to the Exchange Offer" shall have occurred and
shall not have been waived by the Company and (ii) amend the terms of the
Exchange Offer in any manner which, in its good faith judgment, is advantageous
to the Holders of the Old Debentures, whether before or after any tender of the
Old Debentures.
Interest on the New Debentures
Holders of Old Debentures that are accepted for exchange will not
receive accrued interest thereon. However, each New Debenture will bear interest
from the most recent date to which interest has been paid on the Old Debenture
for which such New Debenture was exchanged, or if no interest has been paid,
from September 13, 1996.
Procedures for Tendering
The tender to the Company of Old Debentures by a Holder thereof
pursuant to one of the procedures set forth below will constitute an agreement
between such Holder and the Company in accordance with the terms and subject to
the conditions set forth herein and in the Letter of Transmittal.
A Holder of the Old Debentures may tender the same by (i) properly
completing and signing the Letter of Transmittal or a facsimile thereof (all
references in this Prospectus to the Letter of Transmittal shall be deemed to
include a facsimile thereof) and delivering the same, together with the
certificate or certificates representing the Old Debentures being tendered (if
in certificated form) and any required signature guarantees, to the Exchange
Agent at its address set forth in the Letter of Transmittal on or prior to the
Expiration Date (or complying with the procedure for book-entry transfer
described below) or (ii) complying with the guaranteed delivery procedures
described below.
If tendered Old Debentures are registered in the name of the signer of
the Letter of Transmittal and the New Debentures to be issued in exchange
therefor are to be issued (and any untendered Old Debentures are to be reissued)
in the name of the registered Holder (which term, for the purposes described
herein, shall include any participant in The Depository Trust Company (also
referred to as the "Book-Entry Transfer Facility") whose name appears on a
security listing as the owner of Old Debentures), no separate written
instruments of transfer or exchange are required and the signature of such
signer need not be guaranteed. In any other case, the tendered Old Debentures
must be endorsed or accompanied by written instruments of transfer in form
satisfactory to the Company and duly executed by the registered Holder and the
signature on the endorsement or instrument of transfer must be guaranteed by a
commercial bank or trust company located or having an office or correspondent in
the United States, or by a member firm of a national securities exchange or of
the National Association of Securities Dealers, Inc. (any of the foregoing
hereinafter referred to as an "Eligible Institution"). If the New Debentures
and/or Old Debentures not exchanged are to be delivered to an address other than
that of the registered Holder appearing on the register for the Old Debentures,
the signature in the Letter of Transmittal must be guaranteed by an Eligible
Institution.
The method of delivery of Old Debentures and all other documents is at
the election and risk of the Holder. If sent by mail, it is recommended that
registered mail, return receipt requested, be used, prior insurance obtained,
and the mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent on or before the Expiration Date.
The Company understands that the Exchange Agent will make a request
promptly after the date of this Prospectus to establish accounts with respect to
the Old Debentures at the Book-Entry Transfer Facility for the purpose of
facilitating the Exchange Offer, and subject to the establishment thereof, any
financial institution that is a participant in the Book-Entry Transfer
Facility's system may make book-entry delivery of Old Debentures by causing the
Book-Entry Transfer Facility to transfer such Old Debentures into the Exchange
Agent's account with respect to the Old Debentures in accordance with the
Book-Entry Transfer Facility's procedure for such transfer. Although delivery of
the Old Debentures may be effected through book-entry transfer into the Exchange
Agent's account at the Book-Entry Transfer Facility, an appropriate Letter of
Transmittal with any required signature guarantee and all other required
documents must in each case be transmitted to and received or confirmed by the
Exchange Agent at the address set forth in the Letter of Transmittal on or prior
to the Expiration Date, or, if the guaranteed delivery procedures described
below are complied with, within the time period provided under such procedures.
If the Holder desires to accept the Exchange Offer and time will not
permit a Letter of Transmittal or Old Debentures to reach the Exchange Agent
before the Expiration Date or the procedure for book-entry transfer cannot be
completed on a timely basis, a tender may be effected if the Exchange Agent has
received at its office on or prior the Expiration Date, a letter, telegram or
facsimile transmission from an Eligible Institution setting forth the name and
address of the tendering Holder, the name(s) in which the Old Debentures are
registered and, if possible, the certificate number(s) of the Old Debentures to
be tendered, and stating that the tender is being made thereby and guaranteeing
that within five New York Stock Exchange trading days after the date of
execution of such letter, telegram or facsimile transmission by the Eligible
Institution, the Old Debentures, in proper form for transfer (or a confirmation
of book-entry transfer of such Old Debentures into the Exchange Agent's account
at the Book-Entry Transfer Facility), will be delivered by such Eligible
Institution together with a properly completed and duly executed Letter of
Transmittal (and any other required documents). Unless Old Debentures being
tendered by the above-described method are deposited with the Exchange Agent
within the time period set forth above (accompanied or preceded by a properly
completed Letter of Transmittal and any other required documents), the Company
may, at its option, reject the tender. Copies of a Notice of Guaranteed Delivery
which may be used by Eligible Institutions for the purposes described in this
paragraph are available from the Exchange Agent.
A tender will be deemed to have been received as of the date when (i)
the tendering Holder's properly completed and duly signed Letter of Transmittal
accompanied by the Old Debentures (or a confirmation of book-entry transfer of
such Old Debentures into the Exchange Agent's account at the Book-Entry Transfer
Facility) is received by the Exchange Agent, or (ii) a Notice of Guaranteed
Delivery or letter, telegram or facsimile transmission to similar effect (as
provided above) from an Eligible Institution is received by the Exchange Agent.
Issuances of New Debentures in exchange for Old Debentures tendered pursuant to
a Notice of Guaranteed Delivery or letter, telegram or facsimile transmission to
similar effect (as provided above) by an Eligible Institution will be made only
against deposit of the Letter of Transmittal (and any other required documents)
and the tendered Old Debentures.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for exchange of any tender of Old Debentures will be
determined by the Company, whose determination will be final and binding. The
Company reserves the absolute right to reject any or all tenders not in proper
form or the acceptance for exchange of which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Exchange Offer or any defect or irregularity
in the tender of any Old Debentures. None of the Company, the Exchange Agent or
any other person will be under any duty to give notification of any defects or
irregularities in tenders or incur any liability for failure to give any such
notification.
Terms and Conditions of the Letter of Transmittal
The Letter of Transmittal contains, among other things, the following
terms and conditions, which are part of the Exchange Offer.
The party tendering Old Debentures for exchange (the "Transferor")
exchanges, assigns and transfers the Old Debentures to the Company and
irrevocably constitutes and appoints the Exchange Agent as the Transferor's
agent and attorney-in-fact to cause the Old Debentures to be assigned,
transferred and exchanged. The Transferor represents and warrants that it has
full power and authority to tender, exchange, assign and transfer the Old
Debentures and to acquire New Debentures issuable upon the exchange of such
tendered Old Debentures, and that, when the same are accepted for exchange, the
Company will acquire good and unencumbered title to the tendered Old Debentures,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim. The Transferor also warrants that it will, upon
request, execute and deliver any additional documents deemed by the Company to
be necessary or desirable to complete the exchange, assignment and transfer of
tendered Old Debentures or transfer ownership of such Old Debentures on the
account books maintained by the Book-Entry Transfer Facility. All authority
conferred by the Transferor will survive the death, bankruptcy or incapacity of
the Transferor and every obligation of the Transferor will be binding upon the
heirs, legal representatives, successors, assigns, executors and administrators
of the Transferor.
By executing the Letter of Transmittal, each Holder will make to the
Company the representations set forth in the third paragraph under the heading
"-- Purpose and Effect of the Exchange Offer."
Withdrawal of Tenders
Tenders of Old Debentures pursuant to the Exchange Offer are
irrevocable, except that Old Debentures tendered pursuant to the Exchange Offer
may be withdrawn at any time prior to the Expiration Date.
To be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be timely received by the Exchange Agent
at the address set forth in the Letter of Transmittal. Any such notice of
withdrawal must specify the Holder named in the Letter of Transmittal as having
tendered Old Debentures to be withdrawn, the certificate numbers of Old
Debentures to be withdrawn, a statement that such Holder is withdrawing his
election to have such Old Debentures exchanged, and the name of the registered
Holder of such Old Debentures, and must be signed by the Holder in the same
manner as the original signature on the Letter of Transmittal (including any
required signature guarantees) or be accompanied by evidence satisfactory to the
Company that the person withdrawing the tender has succeeded to the beneficial
ownership of the Old Debentures being withdrawn. The Exchange Agent will return
the properly withdrawn Old Debentures promptly following receipt of notice of
withdrawal. If Old Debentures have been tendered pursuant to the procedure for
book-entry transfer, any notice of withdrawal must specify the name and number
of the account at the Book-Entry Transfer Facility to be credited with the
withdrawn Old Debentures or otherwise comply with the Book-Entry Transfer
Facility procedure. All questions as to the validity of notices of withdrawal,
including time of receipt, will be determined by the Company, and such
determination will be final and binding on all parties.
Conditions to the Exchange Offer
Notwithstanding any other provision of the Exchange Offer, or any
extension of the Exchange Offer, the Company will not be required to issue New
Debentures in exchange for any properly tendered Old Debentures not previously
accepted and may terminate the Exchange Offer (by oral or written notice to the
Exchange Agent and by timely public announcement communicated, unless otherwise
required by applicable law or regulation, by making a release to the Dow Jones
News Service), or, at its option, modify or otherwise amend the Exchange Offer,
if either of the following events occur:
(a) any statute, rule or regulation shall have been enacted, or
any action shall have been taken by any court or governmental authority
which, in the sole judgment of the Company, would prohibit, restrict or
otherwise render illegal consummation of the Exchange Offer, or
(b) there shall occur a change in the current interpretation by
the staff of the Commission which permits the New Debentures issued
pursuant to the Exchange Offer in exchange for Old Debentures to be
offered for resale, resold and otherwise transferred by Holders thereof
(other than broker-dealers and any such Holder which is an "affiliate"
of the Company within the meaning of Rule 405 under the Securities Act)
without compliance with the registration and prospectus delivery
provisions of the Securities Act provided that such New Debentures are
acquired in the ordinary course of such Holders' business and such
Holders have no arrangement or understanding with any person to
participate in the distribution of such New Debentures.
The Company expressly reserves the right to terminate the Exchange
Offer and not accept for exchange any Old Debentures upon the occurrence of
either of the foregoing conditions (which represent all of the material
conditions to the acceptance by the Company of properly tendered Old
Debentures). In addition, the Company may amend the Exchange Offer at any time
prior to the Expiration Date if either of the conditions set forth above occur.
Moreover, regardless of whether either of such conditions has occurred, the
Company may amend the Exchange Offer in any manner which, in its good faith
judgment, is advantageous to Holders of the Old Debentures.
The foregoing conditions are for the sole benefit of the Company and
may be waived by the Company, in whole or in part, in its sole discretion. Any
determination made by the Company concerning an event, development or
circumstance described or referred to above will be final and binding on all
parties.
Exchange Agent
Marine Midland Bank is acting as the Exchange Agent for the Exchange
Offer. Questions and requests for assistance, requests for additional copies of
this Prospectus or of the Letter of Transmittal and requests for Notices of
Guaranteed Delivery should be directed to the Exchange Agent addressed as
follows:
By Mail (registered or certified mail recommended):
Marine Midland Bank
140 Broadway - A Level
Corporate Trust Operations
New York, NY 10005-1180
By Hand or Overnight Courier:
Marine Midland Bank
140 Broadway - A Level
Corporate Trust Operations
New York, NY 10005-1180
By Facsimile:
(212) 658-2292
Confirm by Telephone:
(212) 658-5931
Fees and Expenses
The expense of soliciting tenders will be borne by the Company. The
principal solicitation is being made by mail; however, additional solicitation
may be made by telegraph, telephone or in person by officers and regular
employees of the Company and its affiliates. No additional compensation will be
paid to any such officers and employees who engage in soliciting tenders.
The Company has not retained any dealer-manager or other soliciting
agent in connection with the Exchange Offer and will not make any payments to
brokers, dealers or others soliciting acceptances of the Exchange Offer. The
Company, however, will pay the Exchange Agent reasonable and customary fees for
its services and will reimburse it for its reasonable out-of-pocket expenses in
connection therewith.
The Company will pay all transfer taxes, if any, applicable to the
exchange of Old Debentures pursuant to the Exchange Offer. If, however,
certificates representing New Debentures, or Old Debentures for principal
amounts not tendered or accepted for exchange, are to be delivered to, or are to
be issued in the name of, any person other than the registered Holder of the Old
Debentures tendered or if a transfer tax is imposed for any reason other than
the exchange of Old Debentures pursuant to the Exchange Offer, then the amount
of any such transfer taxes (whether imposed on the registered Holder or any
other persons) will be payable by the tendering Holder. If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted with the Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering Holder.
Certain Federal Income Tax Consequences of the Exchange
Based upon current provisions of the Internal Revenue Code of 1986, as
amended, applicable Treasury regulations (including proposed and temporary
regulations), judicial authority, and administrative rulings and practice, the
exchange of an Old Debenture for a New Debenture pursuant to the Exchange Offer
will not constitute a taxable event for federal income tax purposes. There can
be no assurance that the Internal Revenue Service will continue to take this
position, and no ruling from the Internal Revenue Service has been or will be
sought. Legislative, judicial, or administrative changes or interpretations may
be issued that could alter or modify this result. EACH HOLDER SHOULD CONSULT
SUCH HOLDER'S OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF
EXCHANGING SUCH HOLDER'S OLD DEBENTURES FOR NEW DEBENTURES, INCLUDING THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN TAX LAWS.
Other
Participation in the Exchange Offer is voluntary and Holders should
carefully consider whether to accept. Holders of the Old Debentures are urged to
consult their financial and tax advisors in making their own decisions.
No person has been authorized to give any information or to make any
representations in connection with the Exchange Offer other than those contained
in this Prospectus. If given or made, such information or representations should
not be relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any exchange made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the respective dates as of which information is
given herein. The Exchange Offer is not being made to (nor will tenders be
accepted from or on behalf of) Holders of Old Debentures in any jurisdiction in
which the making of the Exchange Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. However, the Company may, at its
discretion, take such action as it may deem necessary to make the Exchange Offer
in any such jurisdiction and extend the Exchange Offer to Holders of Old
Debentures in such jurisdiction. In any such jurisdiction the securities laws or
blue sky laws which require the Exchange Offer to be made by a licensed broker
or dealer, the Exchange Offer is being made on behalf of the Company by one or
more registered brokers or dealers which are licensed under the laws of such
jurisdiction.
As a result of the making of the Exchange Offer, the Company will have
fulfilled a covenant contained in the terms of the Old Debentures and the
Registration Rights Agreement. Holders of the Old Debentures who do not tender
their certificates in the Exchange Offer will continue to hold such certificates
and will be entitled to all the rights, and limitations applicable thereto under
the Indenture except for any such rights under the Registration Rights Agreement
and except that the Old Debentures will not be entitled to the contingent
increase in the interest rate provided for in the Indenture and the Registration
Rights Agreement. All untendered Old Debentures will continue to be subject to
the restrictions on transfer set forth in the Indenture and the Old Debentures.
To the extent that Old Debentures are tendered and accepted in the Exchange
Offer, the trading market, if any, for untendered Old Debentures could be
adversely affected.
DESCRIPTION OF DEBENTURES
The Old Debentures were issued under, and the New Debentures will be
issuable under, an Indenture, dated as of September 13, 1996 (the "Indenture"),
between the Company and Summit Bank, as Trustee (the "Trustee"). The following
statements are subject to the detailed provisions of the Trust Indenture Act of
1939, as amended ("TIA"), and the Indenture, which has been incorporated by
reference as an exhibit to the Registration Statement. The description of the
Debentures and the Indenture contained herein is a summary only and is subject
to, and qualified in its entirety by reference to, the terms and provisions of
the Indenture (including the definitions of certain terms contained therein and
those made a part of the Indenture by reference to the TIA), which are
incorporated by reference as part of the statements made herein.
General
The Indenture does not limit the aggregate principal amount of
indebtedness which may be issued thereunder and provides that debt securities
may be issued from time to time in one or more series (such other debt
securities issued under the Indenture, together with the Debentures, are
hereinafter collectively referred to as the "Debt Securities").
The Debentures are general unsecured obligations of the Company limited
to an aggregate principal amount of $75,000,000. The Debentures bear interest at
the rate of 8.20% per annum from the date of original issuance (September 13,
1996) payable semiannually on each March 15 and September 15, beginning March
15, 1997, to Holders of record at the close of business on the preceding March 1
or September 1, as the case may be. Interest will be computed on the basis of a
360-day year of twelve 30-day months. The Debentures mature on September 15,
2006 and initially have been issued in global form, without coupons.
The Debentures are not deposits of the Company or any banking
subsidiary of the Company and are not insured by the FDIC or any other federal
agency.
The Debentures will not be redeemable by the Company, in whole or in
part, prior to their stated maturity and do not provide for any sinking fund.
The Debentures will be unsecured and subordinated obligations of the
Company which will be subordinated in right of payment to all other Senior
Indebtedness of the Company and will rank pari passu with the Company's
outstanding $25,000,000 aggregate principal amount of 7.75 % Subordinated
Debenture due 2004. See "--Subordination". The Indenture does not limit the
Company's ability to incur additional Senior Indebtedness or contain provisions
which would protect the Holders of, or owners of beneficial interests in, the
Debentures against a sudden decline in credit quality resulting from takeovers,
recapitalizations or other similar restructurings.
Payment of the principal of the Debentures may be accelerated only in
the case of certain events involving the bankruptcy, insolvency or
reorganization of the Company. There is no right of acceleration in the case of
a default in the performance of any covenant of the Company, including the
payment of principal or interest on the Debentures. See "--Events of Default and
Limited Rights of Acceleration".
No service charge will be made for any transfer or exchange of the
Debentures, but the Company may require payment of a sum sufficient to cover any
tax or other government charge payable in connection therewith. (Section 3.5).
The transfer and exchange of the Old Debentures may be effected in
global form only if such Debentures are being transferred to a qualified
institutional buyer (as defined in Rule 144A under the Securities Act) in
accordance with Rule 144A under the Securities Act.
All moneys paid by the Company to the Trustee or any Paying Agent for
the payment of principal of and premium and interest on any Debenture which
remain unclaimed for two years after such principal, premium or interest shall
have become due and payable may be repaid to the Company and thereafter the
Holder of such Debenture shall look only to the Company for payment thereof.
(Section 10.3).
Subordination
All Debt Securities issued under the Indenture are expressly
subordinated in right of payment, to the extent set forth in the Indenture, to
all Senior Indebtedness (as defined below). (Section 13. 1).
If the Company shall default in the payment of any principal of,
premium, if any, or interest on any Senior Indebtedness when the same becomes
due and payable, whether at maturity or at a date fixed for prepayment or by
declaration of acceleration or otherwise, or if any event of default with
respect to Senior Indebtedness permitting the holders thereof to accelerate the
maturity thereof shall have occurred and be continuing, or any judicial
proceeding shall be pending with respect to any such default in payment or event
of default then, unless and until such default or event of default shall have
been cured or waived or shall have ceased to exist or such judicial proceeding
shall be no longer pending, no direct or indirect payment (in cash, property,
securities, by set-off, or otherwise) shall be made for principal of or premium
or interest on the Debt Securities, or in respect of any purchase or other
acquisition of any of the Debt Securities. (Section 13.4). With respect to the
Debentures, "Senior Indebtedness" of the Company means the principal of,
premium, if any, and interest on all indebtedness for money borrowed or
purchased by the Company, or borrowed by another Person and guaranteed by the
Company (including any deferred obligation for the payment of the purchase price
of property or assets evidenced by a note or similar agreement), whether
outstanding on the date or subsequently created, assumed or incurred, and any
amendments, deferrals, renewals or extensions of any such Senior Indebtedness,
other than (i) any obligation as to which it is provided that such obligation is
not to be senior in right of payment to the Debentures and (ii) the Debentures.
(Section 1. 1). The Indenture does not limit the amount of additional Senior
Indebtedness which the Company may incur.
In the event of any insolvency, bankruptcy, receivership,
reorganization, assignment for the benefit of creditors, marshaling of assets
and liabilities, or similar proceedings relating to, or any liquidation,
dissolution, or winding-up of, the Company, whether voluntary or involuntary,
all obligations of the Company to holders of Senior Indebtedness shall be
entitled to be paid in full (or provision shall be made for such payment) before
any payment shall be made on account of the principal of or premium or interest
on the Debt Securities. In the event of any such proceeding, if any payment by
or distribution of assets of the Company of any kind or character, whether in
cash, property, or securities (other than securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinate, at least to the extent provided in the
subordination provisions with respect to the Debt Securities, to the payment of
all Senior Indebtedness at the time outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment), shall be
received by the Trustee or the Holders of the Debt Securities before all Senior
Indebtedness is paid in full, such payment or distribution shall be held (in
trust if received by the Holders of the Debt Securities) for the benefit of the
holders of such Senior Indebtedness and shall be paid over to the trustee in
bankruptcy or other Person making payment or distribution of the assets of the
Company for application to the payment of all Senior Indebtedness remaining
unpaid until all such Senior Indebtedness shall have been paid in full, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness. (Section 13.2).
By reason of such subordination, in the event of the bankruptcy or
insolvency of the Company or similar event, whether before or after maturity of
the Debt Securities, holders of Senior Indebtedness may receive more, ratably,
and Holders of the Debt Securities having a claim pursuant to the Debt
Securities may receive less, ratably, than creditors of the Company who do not
hold Senior Indebtedness or Debt Securities.
In addition, in the event of the insolvency, bankruptcy, receivership,
conservatorship or reorganization of the Company, the claims of the Holders of
the Debt Securities would be subject as to enforcement to the broad equity power
of a federal bankruptcy court, and to the determination by that court of the
nature of the rights of the Holders.
Consolidation, Merger, Sale or Conveyance
The Company may, without the consent of any Holder of the Debt
Securities, merge or consolidate with any other corporation or acquire all or
substantially all of the assets of any corporation, provided the Company is the
surviving corporation. The Company may, without the consent of any Holder of the
Debt Securities, merge into or consolidate with any other corporation or sell or
convey all or substantially all of its assets to any corporation, provided that
the successor corporation shall be a corporation organized and existing under
the laws of the United States of America or a State thereof or the District of
Columbia and such corporation shall expressly assume the Company's obligations
under the Indenture and on the Debt Securities, and the Company or such
successor corporation, as the case may be, shall not be in default in the
performance of any covenant or condition of the Indenture immediately after such
merger, consolidation, sale or conveyance. In addition, the Company may, without
the consent of any Holder of the Debt Securities, convey its assets
substantially as an entirety to any Person in connection with a transfer that is
assisted by a federal bank regulatory authority and in such case the Company's
obligations under the Indenture need not be assumed by the entity acquiring such
assets. (Section 8. 1).
Events of Default and Limited Rights of Acceleration
With respect to the Debentures, the Indenture defines an Event of
Default as any one of the following events: (a) default for 30 days in the
payment of any interest upon any Debenture when it becomes due and payable;
default in the payment of the principal of (or premium, if any, on) any
Debenture at its maturity; (c) default in the performance, or breach, of any
covenant or warranty of the Company (other than a covenant or warranty included
in the Indenture solely for the benefit of a series of Debt Securities other
than the Debentures) which continues for 60 days after the holders of at least
25 % in principal amount of Outstanding Debentures have given written notice as
provided in the Indenture; or (d) certain events of bankruptcy, insolvency or
reorganization of the Company. (Section 5. 1). An Event of Default under one
series of Debt Securities will not necessarily be an Event of Default with
respect to any other series of Debt Securities.
If an Event of Default of a type set forth in clause (d) above with
respect to the Debentures at the time outstanding occurs and is continuing,
either the Trustee or the Holders of at least 25% in aggregate principal amount
of the Outstanding Debentures may declare the principal amount of all the
Debentures to be due and payable immediately. At any time after a declaration of
acceleration with respect to Debentures has been made, but before a judgment or
decree based on acceleration has been obtained, the Holders of a majority in
aggregate principal amount of the Outstanding Debentures may, under certain
circumstances, rescind and annul such acceleration. (Section 5.2).
The Indenture does not provide for any right of acceleration of the
payment of the principal of the Debentures upon a default in the payment of
principal, premium, if any, or interest or a default in the performance of any
covenant or agreement in the Debentures or In the Indenture. Accordingly, the
Trustee and the Holders will not be entitled to accelerate the maturity of the
Debentures upon the occurrence of any of the Events of Default described above,
except for those described in clause (d) above. If a default in the payment of
principal, premium, if any, or interest or in the performance of any covenant or
agreement in the Debentures or in the Indenture occurs, the Trustee may, subject
to certain limitations and conditions, seek to enforce payment of such
principal, premium, if any, or interest on the Debentures, or the performance of
such covenant or agreement. (Section 5.3).
The Indenture provides that, subject to the duty of the Trustee during
the continuance of an Event of Default to act with the required standard of
care, the Trustee will be under no obligation to exercise any of its rights or
powers under the Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Trustee reasonable indemnity.
(Section 6.3). Subject to certain limitations, the Holders of a majority in
aggregate principal amount of the Outstanding Debentures will have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Debentures. (Section 5.12). The right of a Holder
of any Debt Security to institute a proceeding with respect to the Indenture is
subject to certain conditions precedent, but each Holder has an absolute right
to receive payment of principal, premium and interest, if any, when due and to
institute suit for the enforcement of any such payment. (Sections 5.7 and 5.8).
The Company is required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Sections 1.2 and 10.4).
The Trustee may withhold notice to Holders of any default (except in payment of
principal, premium, or interest, if any) if it in good faith determines that it
is in the interests of the Holders to do so.
Modifications and Waiver
The Indenture provides that the Company and the Trustee may enter into
a supplemental indenture to amend the Indenture or the Securities without the
consent of any Holder of any Outstanding Security: (1) to evidence the
succession of another Person to the Company and the assumption by such successor
of the Company's obligations under the Indenture; (2) to add to the covenants of
the Company further covenants, restrictions or conditions for the protection of
the Holders of all or any particular series of Securities; (3) to add or change
any of the provisions of the Indenture necessary to facilitate the issuance of
Securities in bearer form; (4) to add, eliminate or change any provision of the
Indenture prior to the issuance of the series that is entitled to the benefit of
such provision; (5) to establish the terms and conditions of Securities of any
series; (6) to provide for the acceptance of appointment by a successor trustee
or to add or change any of the provisions of the Indenture necessary to provide
for or facilitate the administration of the trust by more than one Trustee; (7)
to cure any ambiguity, defect or inconsistency or to make such other provision
in regard to matters or questions arising under the Indenture which do not
adversely affect the interests of the Holders of the Securities; (8) to secure
the Securities; (9) to provide for the conversion or exchange of Securities of a
particular series into or for other securities of the Company; (10) to add
additional Events of Default; or (I 1) to add, change or eliminate any of the
provisions relating to the subordination of the Securities. (Section 9. 1)
In addition to the foregoing, modifications and amendments of the
Indenture may be made by the Company and the Trustee with the consent of the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of each series affected by such modification or amendment; provided,
however, that no such modification or amendment may, without the consent of the
Holder of each Outstanding Security affected thereby, (a) change the stated
maturity date of the principal of, or any premium or installment of interest, if
any, on any Security, (b) reduce the principal amount of, or premium or
interest, if any, on, any Security, (c) change the currency of payment of
principal of, or premium or interest, if any, on, any Security, (d) impair the
right to institute suit for the enforcement of any such payment on or with
respect to any Security, (e) reduce the percentage in principal amount of
Outstanding Securities of any series the consent of whose Holders is required
for modification or amendment of the Indenture or for any waiver. (Section 9.2).
The Holders of a majority in aggregate principal amount of the
Outstanding Securities of each series may, on behalf of all Holders of
Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the Indenture.
(Section 10.8). The Holders of a majority in aggregate principal amount of the
Outstanding Securities of each series may, on behalf of all Holders of
Securities of that series, waive any past default under the Indenture with
respect to Securities of that series, except a default in the payment of
principal, or of premium or interest, if any, or in respect of a provision which
under the Indenture cannot be modified or amended without the consent of the
Holder of each Outstanding Security of that series. (Section 5.13).
Governing Law
The Indenture and the Debentures will be governed by and construed in
accordance with the laws of the State of New Jersey.
Book Entry; Form of New Debentures
The certificates representing the New Debentures will be issued in
fully registered form, without coupons. Investors may elect to hold their New
Debentures directly or, subject to the rules and procedures of The Depository
Trust Company, New York, New York ("DTC") described below, hold interests in a
global debenture (the "Global Debenture") registered in the name of Cede & Co.,
as DTC's nominee. The form in which a Holder tenders its Old Debentures is the
form in which the New Debentures will be issued to such Holder.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Exchange Act. DTC holds securities that its participants
deposit with DTC (the "Participants") and facilitates the clearance and
settlement of securities transactions among its Participants in such securities
through electronic computerized book-entry changes in accounts of the
Participants, thereby eliminating the need for physical movement of securities
certificates. DTC's Participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations. Access
to DTC's book-entry system is also available to others, such as brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("indirect
participants"). The rules applicable to DTC are on file with the Commission.
Upon the issuance of the Global Debenture, DTC will credit on its
book-entry registration and transfer system, the respective principal amounts of
the New Debentures represented by such Global Debenture to the accounts of
institutions that have accounts with DTC. The accounts to be credited shall be
designated by the Holders that acquired such New Debentures. Ownership of
beneficial interests in the Global Debenture will be limited to Participants or
persons that may hold interests through Participants. Ownership of beneficial
interests in the Global Debenture will be shown on, and the transfer of that
ownership will be effected only through, records maintained by DTC for such
Global Debenture and on the records of Participants (with respect to the
interests of persons holding through Participants).
So long as DTC, or its nominee, is the registered owner or holder of
the Global Debenture, DTC or such nominee, as the case may be, will be
considered the sole owner or holder of the Debentures represented by such Global
Debenture for all purposes under the Indenture and the Debentures. In addition,
no beneficial owner of an interest in a Global Debenture will be able to
transfer that interest except in accordance with DTC's applicable procedures (in
addition to those under the Indenture referred to herein).
The Company expects that DTC, or its nominee, upon receipt of any
payment of principal or interest in respect of the Global Debenture representing
any Debentures held by it or its nominee, will immediately credit Participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the Debenture represented by the Global Debenture as shown on the
records of DTC or its nominee. The Company also expects that payments by
Participants to owners of beneficial interests in such Global Debenture held
through such Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name". Such payments will be
the responsibility of such Participants.
Principal and interest payments on New Debentures represented by the
Global Debenture registered in the name of DTC or its nominee will be made to
DTC or its nominee, as the case may be, as the registered owner of such Global
Debenture. None of the Company, the Trustee or any other agent of the Company
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in such Global
Debenture or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Transfers between participants in DTC will be effected in the ordinary
way in accordance with DTC rules. The laws of some states require that certain
persons take physical delivery of securities in definitive form. Consequently,
the ability to transfer beneficial interests in a Global Certificate to such
persons may be limited. Because DTC can only act on behalf of participants, who
in turn act on behalf of indirect participants (defined below) and certain
banks, the ability of a person having a beneficial interest in a Global
Debenture to pledge such interest to persons or entities that do not participate
in the DTC system, or otherwise take actions in respect of such interest, may be
affected by the lack of a physical certificate of such interest.
The Company believes that it is the policy of DTC that it will take any
action permitted to be taken by a holder of Debentures (including the
presentation of Debentures for exchange in the Exchange Offer) only at the
direction of one or more participants to whose account interests in the Global
Debentures are credited and only in respect of such portion of the aggregate
principal amount at maturity of the Debentures as to which such participant or
participants has or have given such direction.
The Indenture provides that if (i) DTC or a successor depository
notifies the Company that it is unwilling or unable to continue as depository or
if the depository ceases to be eligible under the Indenture and a successor
depository is not appointed by the Company within 90 days, (ii) the Company
determines that the Debentures shall no longer be represented by Global
Debentures and executes and delivers to the Trustee a Company order to such
effect or (iii) an Event of Default or event which, with notice or lapse of time
or both, would constitute an Event of Default with respect to the Debentures
shall have occurred and be continuing, the Global Debentures will be exchanged
for Debentures in definitive form of like tenor and of an equal aggregate
principal amount, in authorized denominations. Such definitive Debentures shall
be registered in such name or names as the depository shall instruct the
Trustee. It is expected that such instructions may be based upon directions
received by the depository from Participants with respect to ownership of
beneficial interests in Global Debentures.
Although DTC has agreed to the foregoing procedures in order to
facilitate transfers of interests in the Global Debentures among participants of
DTC, it is under no obligation to perform or continue to perform such
procedures, and such procedures may be discontinued at any time. Neither the
Company nor the Trustee will have any responsibility for the performance of DTC
or its Participants or indirect participants of their respective obligations
under the rules and procedures governing their operations.
Same-Day Settlement In Respect of Global Debentures
So long as any New Debentures are represented by the Global Debenture
registered in the name of DTC or its nominee, such New Debentures will trade in
DTC's Same-Day Funds Settlement System, and secondary market trading activity in
such Debentures will therefore be required by DTC to settle in immediately
available funds. No assurance can be given as to the effect, if any, of
settlement in immediately available funds on trading activity in the New
Debentures.
Regarding the Trustee
The Trust Indenture Act contains limitations on the rights of the
Trustee, should it become a creditor of the Company, to obtain payment of claims
in certain cases or to realize on certain property received by it in respect of
any such claims, as security or otherwise. The Trustee is permitted to engage in
other transactions with the Company and its subsidiaries from time to time,
provided that if the Trustee acquires any conflicting interest it must eliminate
such conflict upon the occurrence of an Event of Default, or else resign. The
Trustee currently acts as trustee with respect to the Company's 7.75%
Subordinated Debentures due 2004. The Company also has normal banking
relationships with the Trustee.
Registration Rights
Pursuant to the Registration Rights Agreement, the Company agreed to
use its best efforts to file a registration statement with the Commission with
respect to the Exchange Offer (the "Exchange Offer Registration Statement") for
the New Debentures, which will have terms identical in all material respects to
the Old Debentures (except that the New Debentures will not contain terms with
respect to transfer restrictions) and cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act within 150 calendar
days after the original issue of the Old Debentures. Upon the Exchange Offer
Registration Statement being declared effective, the Company will offer the New
Debentures in exchange for surrender of the Old Debentures. The Company will
keep the Exchange Offer open for not less than 30 calendar days (or longer if
required by applicable law) after the date notice of the Exchange Offer is
mailed to the holders of the Old Debentures. For each Old Debenture surrendered
to the Company pursuant to the Exchange Offer, the holder of such Old Debenture
will receive a New Debenture having a principal amount equal to that of the
surrendered Old Debenture. Interest on each New Debenture will accrue from the
last interest payment date on which interest was paid on the Old Debenture
surrendered in exchange therefor or, if no interest has been paid on such Old
Debenture, from the date of its original issue.
Each holder of the Old Debentures (other than certain specified
holders) who wishes to exchange the Old Debentures for New Debentures in the
Exchange Offer will be required to represent that (i) it is not an affiliate of
the Company, (ii) the New Debentures to be received by it were acquired in the
ordinary course of its business and (iii) at the time of the Exchange Offer, it
has no arrangement with any person to participate in the distribution (within
the meaning of the Securities Act) of the New Debentures. In addition, in
connection with any resales of New Debentures, any broker-dealer (a
"Participating Broker-Dealer") who acquired the Old Debentures for its own
account as a result of market-making or other trading activities must deliver a
prospectus meeting the requirements of the Securities Act. The Commission has
taken the position that Participating Broker-Dealers may fulfill their
prospectus delivery requirements with respect to the New Debentures (other than
a resale of an unsold allotment from the original sale of the Old Debentures)
with the prospectus contained in the Exchange Offer Registration Statement.
Under the Registration Rights Agreement, the Company is required to allow
Participating Broker-Dealers and other persons, if any, subject to similar
prospectus delivery requirements to use the prospectus contained in the Exchange
Offer Registration Statement in connection with the resale of such New
Debentures.
In the event that (x) changes in law or the applicable interpretation
of the staff of the Commission (the "Staff") do not permit the Company to effect
the Exchange Offer, (y) the Initial Purchasers advise the Company that, within
150 calendar days after the date of the original issuance of the Old Debentures,
the Initial Purchasers continue to hold Old Debentures purchased pursuant to the
Purchase Agreement, entered into among the Company and the Initial Purchasers,
and are not permitted pursuant to applicable law or applicable interpretation of
the Staff to participate in the Exchange Offer, or (z) if any holder of Old
Debentures other than the Initial Purchasers is not eligible to participate in
the Exchange Offer due to a change in law or the applicable interpretation of
the Staff and such holder so notifies the Company, the Company will at its cost,
(a) as promptly as practical after the original issuance of the Old Debentures,
file a Shelf Registration Statement covering resales of the Old Debentures
(limited solely to the Initial Purchasers if clause (y) alone applies), (b) use
its best efforts to cause the Shelf Registration Statement to be declared
effective under the Securities Act by the later of (A) the 210th calendar day
after the original issuance of the Old Debentures and (B) the 45th calendar day
after the publication of the change in law or interpretation, and (c) use its
best efforts to keep effective the Shelf Registration Statement until three
years after its effective date (if clause (x) applies) or three years after the
date of original issue of the Old Debentures (if clause (y) or (z) applies) or
(if earlier) until all Old Debentures eligible to be sold thereunder have been
so sold or cease to be outstanding. The Company will, in the event of the filing
of a Shelf Registration Statement as a result of clause (x) or (z), provide to
each holder of the Old Debentures copies of the prospectus which is a part of
such Shelf Registration Statement, notify each such holder when such Shelf
Registration Statement for the Old Debentures has become effective and take
certain other actions as are required to permit unrestricted resales of the Old
Debentures. A holder of Old Debentures that sells such Old Debentures pursuant
to such Shelf Registration Statement generally will be required to be named as a
selling security holder in the related prospectus and to deliver a prospectus to
purchasers, will be subject to certain of the civil liability provisions under
the Securities Act in connection with such sales and will be bound by the
provisions of the Registration Rights Agreement which are applicable to such
holder (including certain indemnification obligations). In addition, each holder
of the Old Debentures will be required to deliver information to be used in
connection with such Shelf Registration Statement and to provide comments on
such Shelf Registration Statement within the time period set forth in the
Registration Rights Agreement in order to have such holder's Old Debentures
included in the Shelf Registration Statement and to benefit from the provisions
set forth in the following paragraph.
In the event that either (i) the Exchange Offer Registration Statement
is not filed with, and declared effective by, the Commission on or prior to the
150th calendar day following the date of the original issuance of the Old
Debentures (unless changes in law or the applicable interpretation of the Staff
do not permit the Company to effect the Exchange Offer, in which case clause
(iii) shall apply), (ii) the Exchange Offer is not consummated on or prior to
the 180th calendar day following the date of the original issuance of the Old
Debentures (unless changes in law or the applicable interpretation of the Staff
do not permit the Company to effect the Exchange Offer, in which case clause
(iii) shall apply), or (iii) a Shelf Registration Statement with respect to the
Old Debentures is required to be filed pursuant to clause (x) of the preceding
paragraph and such Shelf Registration Statement is not declared effective under
the Securities Act on or prior to the later of the 210th calendar day after the
date of the original issuance of the Old Debentures and the 45th calendar day
after the publication of the change in law or interpretation, the interest rate
borne by the Old Debentures shall be increased by one-half of one percent per
annum following such 150th calendar day in the case of (i) above, following such
180th calendar day in the case of (ii) above or following such 210th or 45th
calendar day (as applicable) in the case of (iii) above. The aggregate amount of
such increase from the original interest rate pursuant to those provisions will
in no event exceed one-half of one percent per annum. Upon (x) the filing and
effectiveness of the Exchange Offer Registration Statement after the 150th
calendar day described in (i) above, (y) the consummation of the Exchange Offer
after the 180th calendar day described in clause (ii) above, or (z) the
effectiveness of a Shelf Registration after the 210th or 45th calendar day (as
applicable) described in clause (iii), the related increase in the interest rate
will cease to be effective.
PLAN OF DISTRIBUTION
Each broker-dealer that receives New Debentures for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Debentures. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of New Debentures received in
exchange for Old Debentures where such Old Debentures were acquired as a result
of market-making activities or other trading activities.
Any broker-dealer that resells New Debentures that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such New Debentures may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of New Debentures and any commissions or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.
VALIDITY OF NEW DEBENTURES
The validity of the New Debentures will be passed upon for the Company
by Pitney, Hardin, Kipp & Szuch, Morristown, New Jersey.
EXPERTS
The consolidated financial statements of HUBCO as of December 31, 1995
and 1994 and for each of the three years in the three year period ended December
31, 1995, incorporated by reference herein, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.
The consolidated financial statements of Lafayette as of December 31,
1995 and 1994 and for each of the years in the three year period ended December
31, 1995, incorporated by reference herein, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.
The consolidated financial statements of Westport as of December 31,
1995 and 1994 and for each of the years in the three year period ended December
31, 1995, incorporated herein by reference, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
(i) Limitation of Liability of Directors and Officers. Section
14A:2-7(3) of the New Jersey Business Corporation Act permits a corporation to
provide in its Certificate of Incorporation that a director or officer shall not
be personally liable to the corporation or its shareholders for breach of any
duty owed to the corporation or its shareholders, except that such provision
shall not relieve a director or officer from liability for any breach of duty
based upon an act or omission (a) in breach of such persons' duty of loyalty to
the corporation or its shareholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt by such person of any
improper personal benefit. HUBCO's Certificate of Incorporation includes
limitations on the liability of officers and directors to the full extent
permitted by New Jersey law.
(ii) Indemnification of Directors, Officers, Employees and Agents.
Under Article X of its Certificate of Incorporation, HUBCO must, to the full
extent permitted by law, indemnify its directors, officers, employees and
agents. Section 14A:3-5 of the New Jersey Business Corporation Act provides that
a corporation may indemnify its directors, officers, employees and agents
against judgments, fines, penalties, amounts paid in settlement, and expenses,
including attorney's fees, resulting from various types of legal actions or
proceedings if the actions of the party being indemnified meet the standards of
conduct specified therein. Determinations concerning whether or not the
applicable standard of conduct has been met can be made by (a) a disinterested
majority of the Board of Directors, (b) independent legal counsel, or (c) an
affirmative vote of a majority of shares held by the shareholders. No
indemnification is permitted to be made to or on behalf of a corporate director,
officer, employee or agent if a judgment or other final adjudication adverse to
such person establishes that his acts or omissions (a) were in breach of his
duty of loyalty in the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by such
person of an improper personal benefit.
(iii) Insurance. HUBCO's directors and officers are insured against
losses arising from any claim against them such as wrongful acts or omissions,
subject to certain limitations.
Item 21. Exhibits and Financial Statement Schedules
Exhibits are listed by number corresponding to the Exhibit Table of
Item 601 of Regulation S-K.
A. Exhibits
Exhibits Description
2(a)* Agreement and Plan of Merger, dated June 21, 1996, by and
among HUBCO, Inc., Westport Bancorp, Inc. and The Westport
Bank & Trust Company.
4(a)*** Indenture dated as of September 13, 1996 between HUBCO, Inc.
and Summit Bank, as Trustee.
4(b)*** Registration Rights Agreement dated as of September 13, 1996,
among HUBCO, Inc., Bear, Stearns & Co. Inc. and Keefe,
Bruyette and Woods, Inc.
5**** Opinion of Pitney, Hardin, Kipp & Szuch as to the legality of
the securities being registered.
12**** Computation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Arthur Andersen LLP (HUBCO).
23(b) Consent of Arthur Andersen LLP (Lafayette).
23(c) Consent of Arthur Andersen LLP (Westport).
23(d)**** Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5
hereto).
24 Powers of Attorney of directors of HUBCO, Inc. in favor of
Kenneth T. Neilson.
25**** Form T-1, Statement of Eligibility under the Trust Indenture
Act of 1939 of Summit Bank.
99(a)**** Form of Letter of Transmittal.
99(b)**** Form of Notice of Guaranteed Delivery.
99(c)**** Form of Instructions to Registered Holder and/or Book-Entry
Transfer Facility Participant From Owner.
99(d) Form of Exchange Agent Agreement.
- ---------------
* Incorporated by reference from Registrant's Registration
Statement (No. 333-10761) on Form S-4.
** Incorporated by reference from Registrant's Current Report on
Form 8-K dated September 18, 1996.
*** Incorporated by reference from Registrant's Amendment No. 1 to
Form 8-K on Form 8-K/A dated September 24, 1996.
**** Previously filed.
<PAGE>
B. Financial Statement Schedules
All financial statement schedules have been omitted because they are
not applicable or the required information is included in the financial
statements or notes thereto or incorporated by reference therein.
C. Reports, Opinions or Appraisals
Not applicable.
Item 22. Undertakings.
The undersigned registrant hereby undertakes:
(1) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(3) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.
(4) Subject to appropriate interpretation, to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement or amendment thereto to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
Township of Mahwah, State of New Jersey, on the 5th day of November, 1996.
HUBCO, INC.
By: KENNETH T. NEILSON
---------------------------------------
Kenneth T. Neilson, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
KENNETH T. NEILSON Chairman, President, Chief November 5, 1996
- ------------------------ Executive Officer and Director
(Kenneth T. Neilson) (Principal Executive Officer)
ROBERT J. BURKE* Director November 5, 1996
- ------------------------
(Robert J. Burke)
D. P. CALCAGNINI* Director November 5, 1996
- ------------------------
(Donald P. Calcagnini)
JOAN DAVID* Director November 5, 1996
- ------------------------
(Joan David)
THOMAS R. FARLEY* Director November 5, 1996
- ------------------------
(Thomas R. Farley)
ROBERT B. GOLDSTEIN* Director November 5, 1996
- ------------------------
(Robert B. Goldstein)
BRYANT MALCOLM* Director November 5, 1996
- ------------------------
(Bryant Malcolm)
W. PETER MCBRIDE* Director November 5, 1996
- ------------------------
(W. Peter McBride)
CHARLES F.X. POGGI* Director November 5, 1996
- ------------------------
(Charles F.X. Poggi)
JAMES E. SCHIERLOH* Director November 5, 1996
- ------------------------
(James E. Schierloh)
JOHN TATIGIAN* Director November 5, 1996
- ------------------------
(John Tatigian)
SR. GRACE F. STRAUBER* Director November 5, 1996
- -------------------------------
(Sister Grace Frances Strauber)
RICHARD LINHART* Executive Vice President, November 5, 1996
- ------------------------ Treasurer and Chief Financial
(Richard Linhart) Officer (Principal Financial
Officer)
CHRISTINA L. MAIER* Assistant Treasurer (Principal November 5, 1996
- ----------------------- Accounting Officer
(Christina L. Maier)
/S/ KENNETH T. NEILSON
- --------------------------------------
* By Kenneth T. Neilson, as Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibits Description
2(a)* Agreement and Plan of Merger, dated June 21, 1996, by and
among HUBCO, Inc., Westport Bancorp, Inc. and The Westport
Bank & Trust Company
4(a)*** Indenture dated as of September 13, 1996 between HUBCO, Inc.
and Summit Bank, as Trustee.
4(b)*** Registration Rights Agreement dated as of September 13, 1996
among HUBCO, Inc., Bear, Stearns & Co. Inc. and Keefe,
Bruyette & Woods, Inc.
5**** Opinion of Pitney, Hardin, Kipp & Szuch as to the legality of
the securities being registered.
12**** Computation of Ratio of Earnings to Fixed Charges.
23(a) Consent of Arthur Anderson LLP (HUBCO)
23(b) Consent of Arthur Andersen LLP (Lafayette)
23(c) Consent of Arthur Andersen LLP (Westport)
23(d)**** Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit
5 hereto).
24 Powers of Attorney of directors of HUBCO, Inc. in favor of
Kenneth T. Neilson.
25**** Form T-1, Statement of Eligibility under the Trust Indenture
Act of 1939 of Summit Bank.
99(a)**** Form of Letter of Transmittal.
99(b)**** Form of Notice of Guaranteed Delivery.
99(c)**** Form of Instructions to Registered Holder and/or Book-Entry
Transfer Facility Participant From Owner.
99(d) Form of Exchange Agent Agreement.
- ------------------
* Incorporated by reference from Registrant's Registration
Statement (No. 333-10761) on Form S-4.
** Incorporated by reference from Registrant's Current Report on
Form 8-K dated September 18, 1996.
*** Incorporated by reference from Registrant's Amendment No. 1 to
Form 8-K on Form 8-K/A dated September 24, 1996.
**** Previously filed.
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To HUBCO, INC.
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-4 of our
report dated July 1, 1996 included in HUBCO's Current Report on Form 8-K filed
on August 22, 1996 and to all references to our firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
November 1, 1996
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Lafayette American Bank and Trust Company
As independent public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-4 of our
report dated January 17, 1996 included in the Company's 1995 Annual Report on
Form F-2 and to all references to our firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
New York, New York
November 1, 1996
EXHIBIT 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Westport Bancorp, Inc.
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-4 of our
report dated January 26, 1996 included in Westport Bancorp, Inc.'s Amendment No.
1 to Form 10-K on Form 10-K/A for the year ended December 31, 1995 and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
New York, New York
November 1, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth T. Neilson, his attorney-in-fact,
with power of substitution, for him in any and all capacities, to sign any and
all amendments (whether pre- or post-effective), to this Registration Statement
on Form S-4 of Hubco, Inc. (SEC File Number 333-14675) and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
KENNETH T. NEILSON Chairman, President, Chief October 23 , 1996
- -------------------- Executive Officer and Director
(Kenneth T. Neilson) (Principal Executive Officer)
ROBERT J. BURKE Director October 23 , 1996
- --------------------
(Robert J. Burke)
D. P. CALCAGNINI Director October 23 , 1996
- --------------------
(Donald P. Calcagnini)
JOAN DAVID Director October 23 , 1996
- --------------------
(Joan David)
THOMAS R. FARLEY Director October 23 , 1996
- --------------------
(Thomas R. Farley)
ROBERT B. GOLDSTEIN Director October 23 , 1996
- --------------------
(Robert B. Goldstein)
BRYANT MALCOLM Director October 23 , 1996
- --------------------
(Bryant Malcolm)
W. PETER McBRIDE Director October 23 , 1996
- --------------------
(W. Peter McBride)
CHARLES F.X. POGGI Director October 23 , 1996
- --------------------
(Charles F.X. Poggi)
JAMES E. SCHIERLOH Director October 23 , 1996
- --------------------
(James E. Schierloh)
JOHN TATIGIAN Director October 23 , 1996
- --------------------
(John Tatigian)
SR. GRACE F. STRAUBER Director October 23 , 1996
- --------------------
(Sister Grace Frances Strauber)
RICHARD LINHART Treasurer and Chief Financial October 23 , 1996
- -------------------- Officer (Principal Financial
(Richard Linhart) Officer)
CHRISTINA L. MAIER Assistant Treasurer (Principal October 23 , 1996
- -------------------- Accounting Officer)
(Christina L. Maier)
EHIBIT 99(d)
--------------------, 1996
EXCHANGE AGENT AGREEMENT
Marine Midland Bank
140 Broadway, 12th Floor
New York, New York 10005-1180
Ladies and Gentlemen:
HUBCO, Inc. (the "Company") proposes to make an offer (the
"Exchange Offer") to exchange its outstanding 8.20% Subordinated Debentures due
2006 (the "Old Debentures") for its registered 8.20% Subordinated Debentures due
2006 (the "Exchange Debentures"), respectively. The terms and conditions of the
Exchange Offer as currently contemplated are set forth in a prospectus, dated
November ___, 1996 (the "Prospectus"), proposed to be distributed to all record
holders of the Old Debentures. The Old Debentures and the Exchange Debentures
are collectively referred to herein as the "Debentures".
The Company hereby appoints Marine Midland Bank to act as
exchange agent (the "Exchange Agent") in connection with the Exchange Offer.
This Agreement will govern the terms under which you will act as Exchange Agent
pursuant to the Exchange Offer. References hereinafter to "you" shall refer to
Marine Midland Bank.
The Exchange Offer is expected to be commenced by the Company
on or about November __, 1996. The Letter of Transmittal accompanying the
Prospectus is to be used by the holders of the Old Debentures to accept the
Exchange Offer, and contains instructions with respect to the delivery of Old
Debentures tendered. The Exchange Agent's obligations with respect to receipt
and inspection of the Letter of Transmittal in connection with this Exchange
Offer shall be satisfied for all purposes hereof by inspection of the electronic
message transmitted to the Exchange Agent by Exchange Offer participants in
accordance with the Automated Tender Offer Program ("ATOP") of the Depository
Trust Company ("DTC"), and by otherwise observing and complying with all
procedures established by DTC in connection with ATOP.
The Exchange Offer shall expire at 5:00 p.m., New York City
time, on December ____, 1996 or on such later date or time to which the Company
may extend the Exchange Offer (the "Expiration Date"). Subject to the terms and
conditions set forth in the Prospectus, the Company expressly reserves the right
to extend the Exchange Offer from time to time and may extend the Exchange Offer
by giving oral (confirmed in writing) or written notice to you before 5:00 p.m.,
New York City time, on the business day following the previously scheduled
Expiration Date, and in such case the term "Expiration Date" shall mean the time
and date on which such Exchange Offer as so extended shall expire.
The Company expressly reserves the right to delay, amend or
terminate the Exchange Offer, and not to accept for exchange any Old Debentures
not theretofore accepted for exchange, upon the occurrence of any of the
conditions of the Exchange Offer specified in the Prospectus under the caption
"The Exchange Offer - Expiration Date; Extensions" and "- Conditions to the
Exchange Offer". The Company will give to you as promptly as practicable oral
(confirmed in writing) or written notice of any delay, amendment, termination or
non-acceptance.
In carrying out your duties as Exchange Agent, you are to act
in accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth herein or in the section of the Prospectus captioned the
"Exchange Offer" and such duties which are necessarily incidental thereto.
2. You will establish an account with respect to the Old
Debentures at the Depository Trust Company (the "Book-Entry Transfer Facility")
for purposes of the Exchange Offer within two business days after the date of
the Prospectus and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of the Old
Debentures by causing the Book-Entry Transfer Facility to transfer such Old
Debentures into your account in accordance with the Book-Entry Transfer
Facility's procedure for such transfer.
3. You are to examine each of the Letters of Transmittal and
Old Debentures (or confirmation of book-entry transfer into your account at the
Book-Entry Transfer Facility) and any other documents delivered or mailed to you
by or for holders of the Old Debentures to ascertain whether: (i) the Letter of
Transmittal and any such other documents are duly executed and properly
completed in accordance with instructions set forth therein and in the
Prospectus and (ii) the Old Debentures have otherwise been properly tendered. In
each case where the Letter of Transmittal and or any other documents has been
improperly completed or executed or any of the Old Debentures are not in proper
form for transfer or some other irregularity in connection with the acceptance
of the Exchange Offer exists, you will endeavor to inform the presenters of the
need for fulfillment of all requirements and to take any other action as may be
necessary or advisable to cause such irregularity to be corrected.
4. With the approval of the Chairman of the Board, the
President, or the Executive Vice President of the Company (such approval, if
given orally, promptly to be confirmed in writing) or any other party designated
by such officer in writing, you are authorized to waive any irregularities in
connection with any tender of Old Debentures pursuant to the Exchange Offer.
5. Except as set forth in the last sentence of the third
introductory paragraph of this Agreement, tenders of Old Debentures may be made
only as set forth in the Letter of Transmittal and in the section of the
Prospectus captioned "The Exchange Offer - Procedures for Tendering" and the Old
Debentures shall be considered properly tendered to you only when tendered in
accordance with the procedures set forth therein.
Notwithstanding the provisions of this paragraph 5, Old
Debentures which the Chairman of the Board, the President or the Executive Vice
President of the Company or any other party designated by any such officer in
writing shall approve as having been properly tendered shall be considered to be
properly tendered (such approval, if given orally, promptly shall be confirmed
in writing.)
6. You shall advise the Company with respect to any Old
Debentures delivered subsequent to the Expiration Date and accept its
instructions with respect to disposition of such Old Debentures.
7. You shall accept tenders:
(a) in cases where the Old Debentures are registered in two
or more names only if signed by all named holders;
(b) in cases where the signing person (as indicated on the
Letter of Transmittal) is acting in a fiduciary or a representative capacity
only when proper evidence of his or her authority so to act is submitted; and
(c) from persons other than the registered holder of Old
Debentures provided that customary transfer requirements, including any
applicable transfer taxes, are fulfilled.
You shall accept partial tenders of Old Debentures where
so indicated and as permitted in the Letter of Transmittal and deliver the Old
Debentures to the transfer agent for split-up and return any untendered Old
Debentures to the holder (or such other person as may be designated in the
Letter of Transmittal) as promptly as practicable after expiration or
termination of the Exchange Offer.
8. Upon satisfaction or waiver of all of the conditions to the
Exchange Offer, the Company will notify you (such notice if given orally,
promptly to be confirmed in writing) of its acceptance, promptly after the
Expiration Date, of all Old Debentures properly tendered and you, on behalf of
the Company, will exchange such Old Debentures for Exchange Debentures and cause
such Old Debentures to be canceled. Delivery of Exchange Debentures will be made
on behalf of the Company by you at the rate of $1,000 principal amount of
Exchange Debentures for each $1,000 principal amount of the Old Debentures
tendered promptly after notice (such notice if given orally, promptly to be
confirmed in writing) of acceptance of said Old Debentures by the Company;
provided, however, that in all cases Old Debentures tendered pursuant to the
Exchange Offer will be exchanged only after timely receipt by you of
certificates for such Old Debentures (or confirmation of book-entry transfer
into your account at the Book-Entry Transfer Facility), a properly completed and
duly executed Letter of Transmittal (or facsimile thereof) with any required
signature guarantees and any other required document. You shall issue Exchange
Debentures only in minimum denominations of $25,000 and in integral multiples of
$1,000 in excess thereof.
9. Tenders pursuant to the Exchange Offer are irrevocable,
except that, subject to the terms and upon the conditions set forth in the
Prospectus and the Letter of Transmittal, Old Debentures tendered pursuant to
the Exchange Offer may be withdrawn at any time prior to the Expiration Date.
10. The Company shall not be required to exchange any Old
Debentures tendered if any of the conditions set forth herein or in the Exchange
Offer are not met. Notice of any decision by the Company not to exchange any Old
Debentures tendered shall be given (such notices if given orally, promptly shall
be confirmed in writing) by the Company to you.
11. If, pursuant to the Exchange Offer, the Company does not
accept for exchange all or part of the Old Debentures tendered because of an
invalid tender, the occurrence of certain other events set forth in the
Prospectus under the captions "The Exchange Offer Expiration Date; Extensions"
and " - Conditions to the Exchange Offer" or otherwise, you shall as soon as
practicable after the expiration or termination of the Exchange Offer return
those certificates for unaccepted Old Debentures (or effect appropriate
book-entry transfer), together with any related required documents and the
Letters of Transmittal relating thereto that are in your possession, to the
persons who deposited them.
12. All reissued Old Debentures, unaccepted Old Debentures, or
Exchange Debentures shall be forwarded by (a) first-class mail, postage pre-paid
under a blanket surety bond protecting you and the Company from loss or
liability arising out of the non-receipt or non-delivery of such certificates or
(b) by registered mail insured separately for the replacement value of each of
such Notes.
13. You are not authorized to pay or offer to pay any
concessions, commissions or solicitation fees to any broker, dealer, bank or
other persons or to engage or utilize any persons to solicit tenders.
14. As Exchange Agent hereunder you:
(a) will be regarded as making no representations and
having no responsibilities as to the validity, sufficiency, value or genuineness
of any of the Old Debentures deposited with you pursuant to the Exchange Offer,
and will not be required to and will make no representation as to the validity,
value or genuineness of the Exchange Offer;
(b) shall not be obligated to take any legal action
hereunder which might in your reasonable judgment involve any expense or
liability, unless you shall have been furnished with reasonable indemnity;
(c) shall not be liable to the Company for any action taken
or omitted by you, or any action suffered by you to be taken or omitted, without
negligence, misconduct or bad faith on your part, by reason of or as a result of
the administration of your duties hereunder in accordance with the terms and
conditions of this Agreement or by reason of your compliance with the
instructions set forth herein or with any written or oral instructions delivered
to you pursuant hereto, and may reasonably rely on and shall be protected in
acting in good faith in reliance upon any certificate, instrument, opinion,
notice, letter, facsimile or other document or security delivered to you and
reasonably believed by you to be genuine and to have been signed by the proper
party or parties;
(d) may reasonably act upon any tender, statement, request,
comment, agreement or other instrument whatsoever not only as to its due
execution and validity and effectiveness of its provisions, but also as to the
truth and accuracy of any information contained therein, which you shall in good
faith reasonably believe to be genuine or to have been signed or represented by
a proper person or persons;
(e) may rely on and shall be protected in acting upon
written notice or oral instructions (confirmed in writing) from any officer of
the Company so specified in this Agreement with respect to the Exchange Offer;
(f) shall not advise any person tendering Old Debentures
pursuant to the Exchange Offer as to the wisdom of making such tender or as to
the market value or decline or appreciation in market value of any Old
Debentures;
(g) may consult with counsel and the written advice or
opinion of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by you hereunder in good
faith and in reliance thereon.
15. You shall send to all holders of Old Debentures a copy of
the Prospectus, the Letter of Transmittal, the Notice of Guaranteed Delivery, as
defined in the Prospectus, and such other documents (collectively, the "Exchange
Offer Documents") as may be furnished by the Company to commence the Exchange
Offer and take such other action as may from time to time be requested by the
Company or its counsel (and such other action as you may reasonably deem
appropriate) to furnish copies of the Exchange Offer Documents or such other
forms as may be approved from time to time by the Company, to all holders of Old
Debentures and to all persons requesting such documents and to accept and comply
with telephone requests for information relating to the Exchange Offer, provided
that such information shall relate only to the procedures for accepting (or
withdrawing from) the Exchange Offer. The Company will furnish you with copies
of such documents at your request. All other requests for information relating
to the Exchange Offer shall be directed to the Company, Attention, D. Lynn Van
Borkulo-Nuzzo, Corporate Secretary, at the Company's offices at 1000 MacArthur
Boulevard, Mahwah, New Jersey 07430, telephone (201) 236-2641.
(16) You shall advise by facsimile transmission or telephone,
and promptly thereafter confirm in writing to D. Lynn Van Borkulo-Nuzzo of the
Company, and such other person or persons as the Company may request in writing,
not later than 7:00 p.m., New York City time, each business day, and more
frequently if reasonably requested, up to and including the Expiration Date, as
to the number of Old Debentures which have been tendered pursuant to the
Exchange Offer and the items received by you pursuant to this Agreement,
separately reporting and giving cumulative totals as to items properly received
and items improperly received. In addition, you will also inform, and cooperate
in making available to, the Company or any such other person or persons as the
Company requests in writing from time to time prior to the Expiration Date of
such other information as it reasonably requests. Such cooperation shall
include, without limitation, the granting by you to the Company and such person
as the Company may request of access to those persons on your staff who are
responsible for receiving tenders, in order to ensure that immediately prior to
the Expiration Date the Company shall have received information in sufficient
detail to enable it to decide whether to extend the Exchange Offer. You shall
prepare a final list of all persons whose tenders were accepted, the aggregate
principal amount of Old Debentures tendered and the aggregate principal amount
of Old Debentures accepted and deliver said list to the Company.
(17) Letters of Transmittal and Notices of Guaranteed Delivery
shall be stamped by you as to the date and the time of receipt thereof and shall
be preserved by you for a period of time at least equal to the period of time
you customarily preserve other records pertaining to the transfer of securities.
You shall dispose of unused Letters of Transmittal and other surplus materials
in accordance with your customary procedures.
(18) You hereby expressly waive any lien, encumbrance or right
of set-off whatsoever that you may have with respect to funds deposited with you
for the payment of transfer taxes by reasons of amounts, if any, borrowed by the
Company or any of its subsidiaries or affiliates pursuant to any loan or credit
agreement with you or for compensation owed to you hereunder.
(19) For services rendered as Exchange Agent hereunder you
shall be entitled to such compensation and reimbursement of reasonable
out-of-pocket expenses as set forth on Schedule I attached hereto.
(20) You hereby acknowledge receipt of the Exchange Offer
Documents and further acknowledge that you have examined each of them. Any
inconsistency between this Agreement, on the one hand, and the Prospectus, the
Letter of Transmittal and such other forms (as they may be amended from time to
time), on the other hand, shall be resolved in favor of the latter two
documents, except (i) with respect to the duties, liabilities and
indemnification of you as Exchange Agent, which shall be controlled by this
Agreement, and (ii) that the last sentence of the third introductory paragraph
of this Agreement shall control.
(21) The Company agrees to indemnify and hold you harmless in
your capacity as Exchange Agent hereunder against any liability, cost or
expense, including reasonable attorneys' fees and expenses, arising out of or in
connection with your appointment as Exchange Agent and the performance of your
duties hereunder, including, without limitation, any act, omission, delay or
refusal made by you in reasonable reliance upon any signature, endorsement,
assignment, certificate, order, request, notice, instruction or other instrument
or document reasonably believed by you to be valid, genuine and sufficient and
in accepting any tender or effecting any transfer of Old Debentures reasonably
believed by you in good faith to be authorized, and in delaying or refusing in
good faith to accept any tenders or effect any transfers of Old Debentures;
provided, however, that the Company shall not be liable for indemnification
hereunder or otherwise for any loss, liability, cost or expense to the extent
arising out of your negligence, willful misconduct or bad faith. You shall
notify the Company by facsimile or letter or cable or by telex confirmed by
letter, of the written assertion of a claim against you or of any other action
commenced against you, promptly after you shall have received any such written
assertion or shall have been served with a summons in connection therewith, but
the failure to so notify the Company shall not relieve the Company of any
liability under this Agreement except to the extent such failure adversely
affects the Company. The Company shall be entitled to participate at its own
expense in the defense of any such claim or other action, and, if the Company so
elects, the Company shall assume the defense of any suit brought to enforce any
such claim. The Company shall reimburse the Exchange Agent for all counsel fees
in connection with any defense of such claim or other action. In the event that
the Company shall assume the defense of any such suit, the Company shall not be
liable for the fees and expenses of any additional counsel thereafter retained
by you, except as set forth herein. The Exchange Agent shall have the right to
employ separate counsel in any such action and to participate in the defense
thereof at the expense of the Exchange Agent; provided, however, that the fees
and expenses of such separate counsel shall be at the expense of the Company if
(i) the Company has agreed in writing to pay such fees and expenses, (ii) the
Company shall have failed to assume the defense of such action or proceeding and
employ counsel reasonably satisfactory to the Exchange Agent in any such action
or proceeding or (iii) the named parties to any such action or proceeding
(including any impleaded parties) include both the Exchange Agent and the
Company, and the Exchange Agent shall have been advised by counsel that there
may be one or more legal defenses available to it which are different from or
additional to those available to the Company, in which case, if the Exchange
Agent notifies the Company in writing that it elects to employ separate counsel
at the expense of the Company, the Company shall not have the right to assume
the defense of such action or proceeding on behalf of such Exchange Agent, it
being understood, however, that the Company shall not, in connection with any
one such action or proceeding or separate but substantially similar or related
actions or proceedings in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of
more than one separate firm of attorneys at any time for the Exchange Agent,
which firm shall be designated in writing by the Exchange Agent. The Company's
obligations under this paragraph 21 shall survive the termination of this
Agreement and the discharge of your obligation hereunder and any other
termination of this Agreement under any federal or state bankruptcy law.
22. You shall arrange to comply with all requirements under
the tax laws of the United States, including those relating to missing Tax
Identification Numbers, and shall prepare and file such tax information forms as
are appropriate or required to be prepared by you with respect to any payments
made by you to any Debenture holder with the Internal Revenue Service. The
Company understands that you are required to deduct 31% on payments to holders
who have not supplied their correct Taxpayer Identification Number or required
certification. Such funds will be turned over to the Internal Revenue Service in
accordance with applicable regulations.
23. You shall deliver or cause to be delivered, in a timely
manner, to each governmental authority to which any transfer taxes are payable
in respect of the exchange of Old Debentures your check in the amount of all
transfer taxes so payable, and the Company shall reimburse you for the amount of
any and all transfer taxes payable in respect of the exchange of Old Debentures;
provided, however, that you shall reimburse the Company for amounts refunded to
you in respect of your payment of any such transfer taxes, at such time as such
refund is received by you.
24. This Agreement and your appointment as Exchange Agent
hereunder shall be construed and enforced in accordance with the Laws of the
State of New York applicable to agreements made and to be performed entirely
within such state, and without regard to conflicts of law principles, and shall
inure to the benefit of, and the obligations created hereby shall be binding
upon, the successors and assigns of each of the parties hereto.
25. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
26. In case any provision of this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
27. This Agreement shall not be deemed or construed to be
modified, amended, rescinded, cancelled or waived, in whole or in part, except
by a written instrument signed by a duly authorized representative of the party
to be charged. This Agreement may not be modified orally.
28. Unless otherwise provided herein, all notices, requests
and other communications to any party hereunder shall be in writing (including
facsimile) and shall be given to such party, addressed to it, as its address or
telecopy number set forth below:
If to the Company:
HUBCO, Inc.
1000 MacArthur Boulevard
Mahwah, NJ 07430
Attention: D. Lynn Van Borkulo-Nuzzo, Esq.
Facsimile: (201)236-2649
If to the Company's Counsel:
Pitney, Hardin, Kipp & Szuch
Attention: Michael W. Zelenty, Esq.
(Delivery)
200 Campus Drive
Florham Park, NJ 07932
(Mail)
P.O. Box 1945
Morristown, NJ 07962-1945
Facsimile: (201)966-1550
If to the Exchange Agent:
Marine Midland Bank
140 Broadway, 12th Floor
New York, New York 10005-1180
Attention: Corporate Trust
Facsimile: (212)658-2292
29. Unless terminated earlier by the parties hereto, this
Agreement shall terminate 90 days following the Expiration Date. Notwithstanding
the foregoing, Paragraphs 18, 19, 21 and 23 shall survive the termination of
this Agreement. Upon any termination of this Agreement, you shall promptly
deliver to the Company any Old Debenture funds or property (including, without
limitation, Letter of Transmittal and any other documents relating to the
Exchange Offer) then held by you as Exchange Agent under this Agreement.
30. This Agreement shall be binding and effective as of the
date hereof.
Please acknowledge receipt of this Agreement and confirm
the arrangements herein provided by signing and returning the enclosed copy.
HUBCO, INC.
By:
---------------------------------
Name:
Title:
Accepted as of the date
first above written:
MARINE MIDLAND BANK
By:
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Name:
Title:
