HUBCO INC
8-K, 1997-01-23
STATE COMMERCIAL BANKS
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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) January 20, 1997


                                   HUBCO, INC.
             (Exact name of registrant as specified in its charter)


                                   New Jersey
                 (State or other jurisdiction of incorporation)

               1-10699                              22-2405746
       ------------------------        --------------------------------- 
       (Commission File Number)        (IRS Employer Identification No.)

                            1000 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                    (Address of principal executive offices)

                                 (201) 236-2630
              (Registrant's telephone number, including area code)


          =============================================================

<PAGE>


Item 5.  Other Events

         HUBCO,  on January 20,  1997,  issued a press  release  announcing  its
fourth quarter and year-end results. HUBCO announced that for the fourth quarter
of 1996, net income was $3,460,000 or $.16 per share,  but excluding all special
charges,  net income was  $11,119,000  or $.48 per share and for the year ending
December  31,  1996  net  income  was  $21,497,000,   or  $.93  per  share,  but
$39,266,000,  or $1.69,  excluding  all special  charges.  The press  release is
attached as an Exhibit to this Form 8-K.

         HUBCO is a bank  holding  company  headquartered  in New Jersey,  whose
principal  operating  subsidiaries  are Hudson  United  Bank, which  operates 58
branches in Northern New Jersey,  and Lafayette American Bank and Trust Company,
which operates 27 banking offices located in Fairfield,  Middlesex and New Haven
Counties in Connecticut.


Item 7.   Exhibits

     99(a)     Press Release dated January 20, 1997
   

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                       HUBCO, INC.

Dated: January 23, 1996              By: 
                                       -------------------------
                                       D. Lynn Van Borkulo-Nuzzo,
                                       Executive Vice President                


<PAGE>


                                INDEX TO EXHIBIT


Exhibit No.              Description
- ----------               -----------

     99(a)               Press Release dated January 20, 1997


                                                           HUBCO, INC.
                                                           1000 MacArthur Blvd.
                                                           Mahwah, NJ  07430
                                                           (NASDAQ:  HUBC)



AT THE COMPANY:                         AT THE FINANCIAL RELATIONS BOARD, INC.
Kenneth T. Neilson, Chairman            Kerry Thalheim/Regina Lenihan
Pres. & CEO - (201) 236-2631            675 Third Avenue
D. Lynn Van Borkulo-Nuzzo               New York, NY  10017
Executive Vice President                (212) 661-8030
(201) 236-2641

FOR IMMEDIATE RELEASE
January 20, 1997

         HUBCO Releases 1996 Fourth Quarter and Full Year Earnings

         Mahwah, New Jersey, January 20, 1997--HUBCO,  Inc.  (NASDAQ:HUBC),  the
third  largest  New Jersey  based  commercial  banking  company  today  reported
earnings for the fourth  quarter of 1996 and for the full year. The 1996 results
reflect the acquisitions  during the year of Growth  Financial Corp.,  Lafayette
American  Bank and Trust  Company,  and Westport  Bancorp,  Inc.  which were all
accounted for as poolings of interest for all periods.  The results also reflect
the acquisitions of Hometown Bancorporation, Inc. and UST Bank/Connecticut since
their  respective  closing  dates of  August 31 and  November  28,  since  these
acquisitions were accounted for as purchases. The fourth quarter results include
merger related and restructuring charges of $5,319,000 after tax, related to the
consummation of the Westport Bancorp acquisition and five branch  consolidations
in Connecticut resulting from overlaps of HUBCO's four Connecticut  acquisitions
this year. The fourth quarter results also include a special  provision for Loan
Losses  of  $4,000,000   ($2,340,000  after  tax),  reflecting  HUBCO's  reserve
methodology  and  the new  Connecticut  bank  subsidiary.  HUBCO's  results  are
reported  here both  before and after all such  fourth  quarter and year to date
charges  including  the  Lafayette  restructuring  costs  expensed  in the third
quarter and the special provision for loan losses in the fourth quarter.

         Fully  diluted  earnings  per  share  for the  fourth  quarter  of 1996
excluding  merger related,  restructuring  and other special  charges  increased
41.2% to $.48 per share  ($11,119,000)  from $.34 per share ($8,056,000) for the
same  period  last year.  Including  all the special  charges  described  above,
earnings  declined to $3,460,000 or $.16 per share fully diluted.  Excluding all
special charges in the fourth quarter HUBCO's return on average assets was 1.46%
and return on average equity was 21.54%.

         For the year ended December 31, 1996,  fully diluted earnings per share
before merger related,  restructuring  and other special charges increased 17.4%
to $1.69 per share  ($39,266,000),  from $1.44 per share  ($34,565,000)  for the
same  period last year.  Including  all the  special  charges to date,  earnings
declined to $.93 per share or $21,497,000.  Excluding all special charges during
1996 HUBCO's return on average assets was 1.38% and the return on average equity
was 19.07%.

         HUBCO's net  interest  margin for the fourth  quarter of 1996 was 4.80%
and was 5.05% for the twelve month  period.  This  compares with 5.29% and 5.34%
for the comparable periods in 1995.

         Non-interest  income,  excluding security gains, totaled $8,407,000 for
the fourth quarter and $29,289,000 for the twelve month period.  This represents
an increase of 18.7% for the quarter and 7.5% for the full year.

         Overhead expenses, excluding merger related,  restructuring and special
charges,  for the fourth  quarter of 1996  decreased  2.2% to  $24,398,000  from
$24,957,000  in the fourth quarter of 1995. For the full year ended December 31,
1996,  excluding  all  special  charges  overhead  expenses  decreased  9.2%  to
$93,409,000 from  $102,842,000.  The merger related,  restructuring  and special
charges on an after tax basis  totaled  $5,319,000  for the fourth  quarter  and
$15,429,000  for the full year.  All merger  related and  restructuring  charges
related to HUBCO's four  Connecticut  acquisitions  have now been expensed.  The
computer  conversions  for  three of the  acquisitions  are  completed  with the
UST/Connecticut  conversion scheduled for the first quarter of 1997. The related
cost  savings  from these  acquisitions  are expected to be reflected in HUBCO's
future   results.   HUBCO's   efficiency   ratio,   excluding   merger  related,
restructuring  and special  charges was 55.31% for the fourth quarter and 56.04%
for the full year.

         Fourth quarter core earnings include a benefit from tax settlements and
reserves no longer deemed necessary in an amount similar to last quarter. Fourth
quarter  core  earnings  do not yet  reflect  all of the cost  savings  from the
consolidations in Connecticut.

         Despite  the effect of  purchase  accounting  acquisitions  which bring
additional  non-performing  loans and  assets to HUBCO  when  compared  to prior
periods,  total non-performing assets of $37,459,000 (1.20% of assets) were down
from  $41,495,000  last  quarter  and in  line  with  $37,143,000  a  year  ago.
Non-performing loans of $31,747,00 (1.7% of loans) were in line with $34,401,000
last quarter and up from $27,754,000 a year ago. The Allowance for Possible Loan
Losses totaled  $35,153,000 which  represented 111% of non-performing  loans and
121% of non-accruing loans at December 31, 1996.

         HUBCO's  total  assets at December  31, 1996 were $3.1  billion.  Loans
totaled $1.9  billion,  deposits were $2.6 billion and  stockholders  equity was
$206.3  million.  All  regulatory  capital  ratios exceed those  necessary to be
considered a well capitalized institution.

         HUBCO,  INC. is the bank holding  company for Hudson  United Bank which
operates 58 branches in New Jersey and Lafayette American Bank and Trust Company
which operates 27 branches (after consolidations) in Connecticut.



<PAGE>


                                   HUBCO, INC.

                              Financial Highlights
                      (in thousands, except per share data)


                                                   Quarter Ended
                                                      December
                                                      --------
 
                                                   1996                1995
                                                   ----                ----

Net Interest Income                                $33,912             $33,662
Provision for Possible Loan Losses                   5,620               2,500
Net Income                                           3,460               8,056
Net Income, excluding all special charges           11,119               8,056

Net Income Per Share, fully diluted                    .16                 .34

Net Income Per Share, fully diluted
  excluding all special charges                        .48                 .34

Weighted Average Common and Common
  Equivalent Shares Outstanding                     23,033              24,003



                                                   Year Ended
                                                    December 31
                                                    -----------
   
                                                   1996              1995
                                                   ----              ----

Net Interest Income                               $131,354            $133,211
Provision for Possible Loan Losses                  12,295               9,515
Net Income                                          21,497              34,565
Net Income, excluding all special charges           39,266              34,565

Net Income Per Share, fully diluted                    .93                1.44

Net Income Per Share, fully diluted
  excluding all special charges                       1.69                1.44

Weighted Average Common and Common
  Equivalent Shares Outstanding                     23,225              24,116


                                                     At December 31
                                                     --------------
  
                                                   1996              1995
                                                   ----              ----

Total Assets                                    $3,115,687          $2,778,416
Total Loans                                      1,884,355           1,652,022
Total Deposits                                   2,592,092           2,446,273
Stockholders' Equity                               206,333             216,796


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


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