===============================================================================
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) - August 30, 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)
===============================================================================
<PAGE>
Item 5. Other Events.
Effective on August 30, 1996 (the "Effective Time"), HUBCO, INC.
("HUBCO") consummated its previously announced acquisition of Hometown
Bancorporation, Inc. ("HBI") pursuant to the Agreement and Plan of Merger, dated
as of April 28, 1996 (the "Merger Agreement"), by and among HUBCO, Hudson United
Bank, Hometown Acquisition Corporation ("HAC"), HBI, and The Bank of Darien
("Darien"). At the Effective Time, HAC, a wholly-owned subsidiary of HUBCO,
merged with and into HBI with HBI as the surviving entity, and, thereby, HBI
became a wholly-owned subsidiary of HUBCO. In addition, at the Effective Time,
Darien, a commercial bank organized under the laws of Connecticut and the sole
subsidiary of HBI, was merged with and into Lafayette American Bank and Trust
Company, a wholly-owned subsidiary of HUBCO. Subsequently, on September 3, 1996,
HBI (the surviving entity of the merger with HAC)was merged with and into HUBCO.
As a result of the Merger, the issued and outstanding shares of HBI
Common Stock, except for (i) HBI treasury shares, (ii) shares of HBI Common
Stock owned by Darien or any other direct or indirect subsidiary of HBI and
(iii) shares of HBI Common Stock as to which dissenters' rights have been
validly exercised pursuant to the provisions of the Delaware General Corporation
Law, were converted into the right to receive $17.75 per share in cash (the
"Exchange Price"). The HBI treasury shares and shares of HBI Common Stock owned
by Darien or any other direct or indirect subsidiary of HBI were canceled and
retired, and no payment was made with respect thereto.
Furthermore, each HBI Stock Option was automatically, and without any
action on the part of the holders thereof, converted into the right to receive
cash in an amount equal to (i) the excess of the Exchange Price, without
interest, over the exercise price per share provided in the HBI Stock Option,
multiplied by (ii)the number of shares of HBI Common Stock subject to such HBI
Stock Option.
The consideration involved in the Merger was a result of negotiations
between HUBCO and HBI and was evaluated and determined to be fair by HBI's
financial advisors.
Item 7. Exhibits.
99 Press Release dated September 3, 1996
<PAGE>
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: September 11, 1996 By: /S/ D. LYNN VAN BORKULO-NUZZO
-----------------------------
D. Lynn Van Borkulo-Nuzzo
Executive Vice President
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
99 Press Release dated September 3, 1996
EXHIBIT 99
FOR IMMEDIATE RELEASE
HUBCO COMPLETES ACQUISITION OF HOMETOWN BANCORPORATION
Mahwah, New Jersey, September 3, 1996 -- HUBCO, Inc. (NASDAQ:HUBC), the 3rd
largest New Jersey-based commercial banking company, announced that it has
completed its acquisition of Hometown Bancorporation, the parent company of Bank
of Darien, a Connecticut state chartered institution.
In accordance with the terms of the Agreement and Plan of Merger, Hometown
shareholders will receive $17.75 per share in cash.
HUBCO, Inc. owns Hudson United Bank with $1.7 billion in assets and 59 branches
in Northern New Jersey, and Lafayette American Bank which now has over $930
million in assets and twenty one offices in Southwestern Connecticut.
HUBCO's Chairman and Chief Executive Officer Kenneth T. Neilson commented, "This
acquisition represents a further expansion of HUBCO's Connecticut franchise in
Fairfield County and is expected to be accretive to earnings per share."
HUBCO has completed fifteen acquisitions in the past five years. As a result of
the Hometown Acquisition and two additional pending acquisitions, HUBCO's
Connecticut banking subsidiary will have assets of approximately $1.35 billion,
primarily in Fairfield and New Haven Counties, and will consist of 32 banking
offices.
The subsidiaries of HUBCO, Inc. offer a full array of innovative products and
services for the retail commercial market including imaged checking accounts,
24-hour telephone banking, loans by phone, alternative investments products,
trust services and a full line of deposit and loan products.
