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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) - July 1, 1996
HUBCO, INC.
(Exact Name of Registrant as Specified in Charter)
NEW JERSEY
(State or Other Jurisdiction of Incorporation)
1-10699 22-2405746
(Commission File Number) (IRS Employer Identification No.)
1000 MacArthur Boulevard, Mahwah, New Jersey 07430
(Address of Principal Executive Offices)
(201) 236-2641
(Registrant's Telephone Number)
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Item 2. Acquisition or Disposition of Assets.
Effective on July 1, 1996 (the "Effective Time"),HUBCO, INC.
("HUBCO")consummated its previously announced acquisition of Lafayette American
Bank and Trust Company ("Lafayette"). At the Effective Time, an interim bank
subsidiary of HUBCO ("Merger Sub") merged with and into Lafayette with Lafayette
as the surviving entity, and, thereby Lafayette became a wholly-owned subsidiary
of HUBCO, all pursuant to the Agreement and Plan of Merger, dated February 5,
1996 (the "Merger Agreement"), between Lafayette and HUBCO. The Merger Agreement
was approved by the shareholders of Lafayette at a meeting on June 10, 1996 and
the shareholders of HUBCO at a meeting on June 11, 1996.
HUBCO is a bank holding company whose principal operating subsidiary is
Hudson United Bank ("HUB"), a New Jersey-chartered commercial bank. HUBCO's
corporate headquarters are located at 1000 MacArthur Boulevard, Mahwah, New
Jersey 07430. HUB is a full-service commercial bank which primarily serves small
and medium sized businesses and consumers through over 60 branches in Northern
New Jersey. As of December 31, 1995, HUBCO had consolidated assets as of $1.6
billion, consolidated deposits of $1.4 billion and consolidated stockholders'
equity of $130 million.
Lafayette is a Connecticut-chartered commercial bank with corporate
headquarters at 1087 Broad Street, Bridgeport, Connecticut 06604. Lafayette
provides full service commercial and consumer banking to small and medium sized
businesses as well as individuals. It operates 19 banking offices located mainly
in Fairfield and New Haven counties in Connecticut. As of December 31, 1995,
Lafayette had consolidated assets of $735.4 million, consolidated deposits of
$636.3 million and consolidated stockholders' equity of $59.5 million.
As a result of the Merger, each outstanding share of Lafayette Common
Stock, except for (i) Lafayette treasury shares, (ii) shares of Lafayette Common
Stock as to which dissenters' rights have been validly exercised pursuant to the
provisions of the Banking Law of Connecticut, and (iii) shares held by HUBCO or
any of its subsidiaries ( other than shares held as trustee or in a fiduciary
capacity and shares held as collateral or in lieu of a debt previously
contracted), was converted into the right to receive 0.588 of a share of HUBCO
Common Stock of HUBCO (the "Exchange Ratio"). No fractional shares of HUBCO
Common Stock were issued in exchange for Lafayette Common Stock. Instead,
holders of such stock received cash equal to the fractional share interest
multiplied by the Median Pre-Closing Price of HUBCO Common Stock, without
interest (the Median Pre-Closing Price is the median closing price of HUBCO
Common Stock during the first 20 of the last 25 trading days prior to the
closing of the Merger). HUBCO issued approximately 5.6 million shares of HUBCO
Common Stock, less fractional shares paid out in cash.
In addition, each outstanding option to purchase shares of Lafayette
Common Stock granted under Lafayette's existing stock option plans which vested
or became vested by virtue of the Merger was assigned a value equal to (a) the
Median Pre-Closing Price, multiplied by the Exchange Ratio (b)minus the stated
exercise price for the Lafayette Option (c) such difference then being
multiplied by the number of shares of Lafayette Common Stock for which the
option may be exercised. HUBCO issued approximately an additional 147,000 shares
of HUBCO Common Stock in exchange for Vested Lafayette Options. Each outstanding
Lafayette Option which was not vested before or by virtue of the Merger was
converted into and became, pursuant to the Merger Agreement, an option to
purchase HUBCO Common Stock subject to the Exchange Ratio and will remain
subject to the same terms and conditions as was the prior Lafayette Option.
Furthermore, each outstanding Lafayette Common Stock Purchase Warrant
was converted automatically into a like warrant to purchase for the same price
that number of shares of HUBCO Common Stock which equals the number of shares of
Lafayette Common Stock which may be purchased under the Lafayette Warrant,
multiplied by the Exchange Ratio. As of July 1, 1996, there were 104,553
Lafayette Common Stock Purchase Warrants issued and outstanding, resulting in
the issuance of 61,477 HUBCO Common Stock Purchase Warrants.
The consideration involved in the Merger was a result of negotiations
between HUBCO and Lafayette and was evaluated and determined to be fair by
Lafayette's financial advisors.
HUBCO filed a registration Statement on Form S-4 (File No. 333-01829)
with the Securities and Exchange Commission (the "Commission") to register under
the Securities Act of 1933 the securities issued by HUBCO in connection with the
Merger.
Item 7.
(a) Financial Statements and Exhibits.
The following audited financial statements of Lafayette, initially filed
by Lafayette with the FDIC and subsequently filed by HUBCO with the
Commission (File No. 333-01829),are incorporated by reference into this
report from the Annual Report of Lafayette on Form F-2 for the year ended
December 31, 1995, as amended by an amendment dated April 26, 1996 and
April 30, 1996:
Consolidated Balance Sheets as of December 31, 1995 and 1994
Consolidated Statements of Operations for the years ended December
31, 1995, 1994, 1993
Consolidated Statements of Changes in Shareholders' Equity for the
years ended December 31, 1995, 1994, 1993
Consolidated Statements of Cash Flows for the years ended December
31, 1995, 1994, 1993
Notes to Consolidated Financial Statements
Pursuant to paragraph (a)(2) of Item 7 of Form 8-k, a manually signed
accountants' report with respect to the above-referenced audited
financial statements is included as an exhibit to the Form 8-K.
The unaudited interim financial statements of Lafayette for the period
ending June 30, 1996 are not available at the time this Current Report on
Form 8-K is filed. Pursuant to Item 7(a)(4) of Form 8-K, this information
will be filed with the Commission under cover of Form 8-K/A as soon as
practicable, but not later than 60 days after the date on which this
Current Report on Form 8-K is filed.
(b) Pro Forma Financial Information.
The following required pro forma financial information is not available
at the time this Current Report on Form 8-K is filed. Pursuant to Items
7(b)(2) and 7(a)(4) of Form 8-K, this information will be filed with the
Commission under cover of Form 8K/A as soon as practicable, but not later
than 60 days after the date on which this Current Report on Form 8-K is
filed:
HUBCO's pro forma condensed statement of condition as of June
30, 1996 and pro forma condensed statements of income for the
years ended December 31, 1995, 1994, 1993 and for the
six-month period ended June 30, 1996.
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(c)Exhibits
2 Agreement and Plan of Merger, dated February
5, 1996, between HUBCO and Lafayette.
(Incorporated by reference from HUBCO's
Registration Statement on Form S-4, File No.
333-01829 filed with the Commission (Annex A
to the Joint Proxy Statement-Prospectus)).
99.1 Report of Arthur Andersen LLP
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registration has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
HUBCO, INC.
Dated: July 15, 1996 By: KENNETH T. NEILSON
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Kenneth T. Neilson
President and Chief
Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description
2 Agreement and Plan of Merger, dated February
5, 1996, between HUBCO and Lafayette.
(Incorporated by reference from HUBCO's
Registration Statement on Form S-4, File No.
333-01829 filed with the Commission (Annex A
to the Joint Proxy Statement-Prospectus)).
99.1 Report of Arthur Andersen LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of
Lafayette American Bank and Trust Company:
We have audited the consolidated balance sheets of Lafayette American Bank and
Trust Company and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of operations, changes in shareholders' equity and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Bank's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lafayette American Bank and
Trust Company and subsidiaries as of December 31, 1995 and 1994, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
New York, New York
January 17, 1996 (except with respect to the matter discussed in Note 1, as to
which the date is February 6, 1996 and the matter discussed in Note 13, as to
which the date is February 2, 1996)
