SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting Material Pursuant to [ss]240.14a-11(v) or [ss]240.14a-12
HUBCO, INC.
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(Name of Registrant as Specified In Its Charter)
HUBCO, INC.
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rule 14a-6(i)(4)
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing party:
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4) Date filed:
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<PAGE>
HUBCO, INC.
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 18, 1997
To Our Shareholders:
The Annual Meeting of Shareholders of HUBCO, Inc. ("HUBCO") will be
held on April 18, 1997 at 11:00 a.m. at the Sheraton Crossroads, Crossroads
Corporate Center, Route 17 North, Mahwah, New Jersey 07495, for the purpose of
considering and voting upon the following matters:
(1) The election of the seven persons named in the
accompanying Proxy Statement to serve as directors of
HUBCO for the terms specified in the Proxy Statement.
(2) Such other business as may properly come before the
meeting.
Your Board of Directors unanimously recommends a vote FOR its nominees
for director.
Shareholders of record at the close of business on February 28, 1997
are entitled to notice of and to vote at the meeting. Whether or not you
contemplate attending the meeting, please execute the enclosed proxy and return
it to HUBCO. You may revoke your proxy at any time prior to the exercise of the
proxy by delivering to HUBCO a later-dated proxy or by delivering written notice
to HUBCO.
Sincerely,
D. LYNN VAN BORKULO-NUZZO
Executive Vice President
and Corporate Secretary
March 18, 1997
IMPORTANT - PLEASE MAIL YOUR PROXY PROMPTLY
<PAGE>
HUBCO, INC.
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
-------------------------
PROXY STATEMENT
DATED MARCH 18, 1997
GENERAL PROXY STATEMENT INFORMATION
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of HUBCO, Inc. (the "Corporation" or "HUBCO") of
proxies for use at the Annual Meeting of Shareholders of the Corporation (the
"Annual Meeting") to be held at the Sheraton Crossroads, Crossroads Corporate
Center, Route 17 North, Mahwah, New Jersey 07495, on April 18, 1997 at 11:00
a.m. local time. The business expected to be voted upon at the Annual Meeting is
the election of seven persons named in this proxy statement to serve as
directors for the terms specified herein. This proxy statement is first being
mailed to shareholders on approximately March 18, 1997.
Outstanding Securities and Voting Rights
The record date for determining shareholders entitled to notice of, and
to vote at, the Annual Meeting is February 28, 1997. Only shareholders of record
as of that date will be entitled to notice of, and to vote at, the Annual
Meeting.
On the record date, 21,558,531 shares of common stock, without par
value, and 39,600 shares of Series B Preferred stock, $100.00 par value, were
outstanding and eligible to be voted at the Annual Meeting. Each share of common
stock is entitled to one vote per share. Each share of Series B Preferred stock
is entitled to 33.2175 votes per share. At the Annual Meeting, inspectors of
election will tabulate both ballots cast by shareholders present and voting in
person, and votes cast by proxy. Under applicable state law and the
Corporation's certificate of incorporation and by-laws, abstentions and broker
non-votes are counted for purposes of establishing a quorum but otherwise do not
count. Generally, the approval of a specified percentage of shares voted at a
shareholder meeting is required to approve a proposal and thus abstentions and
broker non-votes have no effect on the outcome of a vote. Directors will be
elected by a plurality of the votes cast at the Annual Meeting.
All shares represented by valid proxies received pursuant to this
solicitation will be voted in favor of the seven nominees named in this Proxy
Statement, unless the shareholder specifies a different choice by means of his
proxy or revokes the proxy prior to the time it is exercised. Should any other
matters properly come before the Annual Meeting, the persons named as proxies
will vote upon such matters in their discretion.
Revocability of Proxies
Any shareholder giving a proxy has the right to attend and to vote at
the Annual Meeting in person. A proxy may be revoked prior to the Annual Meeting
by filing a later-dated proxy or a written revocation if it is sent to the
Secretary of the Corporation, D. Lynn Van Borkulo-Nuzzo, at 1000 MacArthur
Boulevard, Mahwah, New Jersey 07430, and is received by the Corporation in
advance of the Annual Meeting. A proxy may be revoked at the Annual Meeting by
filing a later-dated proxy or a written notice or revocation with the Secretary
of the Meeting prior to the voting of such proxy.
Solicitation of Proxies
This Proxy solicitation is being made by the Board of Directors of the
Corporation and the cost of the solicitation will be borne by the Corporation.
In addition to the use of the mails, proxies may be solicited personally or by
telephone or facsimile transmission by officers, directors and employees of the
Corporation, Hudson United Bank ("HUB"), or Lafayette American Bank and Trust
Company ("LAB"), the Corporation's wholly-owned subsidiaries, who will not be
specially compensated for such solicitation activities. Arrangements may be made
with brokerage houses and other custodians, nominees and fiduciaries for
forwarding solicitation material to the beneficial owners of shares held of
record by such persons, and the Corporation will reimburse such persons for
their reasonable expenses incurred in forwarding the materials.
PROPOSAL 1 -- ELECTION OF DIRECTORS
HUBCO's Certificate of Incorporation and By-laws authorize a minimum of
5 and a maximum of 25 directors, but leave the exact number to be fixed by
resolution of the HUBCO Board of Directors. The HUBCO Board is presently
comprised of 14 members and, by resolution of the HUBCO Board, the number of
HUBCO Directors will be 13 effective upon the date of the Meeting.
Pursuant to the HUBCO Certificate of Incorporation, the directors of
HUBCO are divided into three classes. Directors are generally elected for
three-year terms on a staggered basis, except that some directors may be
nominated for shorter terms in order to more nearly equalize the size of the
three classes.
Messrs. Burke, Calcagnini, Poggi and Rosow are each being nominated for
a three-year term extending to the 2000 Annual Meeting. Mr. Tatigian is being
nominated for a two-year term extending to the 1999 Annual Meeting. Messrs.
Farley and Goldstein are each being nominated for a one-year term extending to
the 1998 Annual Meeting. If, for any reason, any of the nominees become
unavailable for election, the proxy solicited by the HUBCO Board will be voted
for a substitute nominee selected by the HUBCO Board. The HUBCO Board has no
reason to believe that any of the named nominees is not available or will not
serve if elected.
The names of the nominees for election, the directors whose terms
extend beyond the HUBCO Meeting and certain information about each of them are
set forth in the tables below. Years of service on the HUBCO Board includes
prior service on the Board of Directors of HUB prior to the formation of the
holding company.
<TABLE>
Table I--Nominees for 1997 Annual Meeting
<CAPTION>
<S> <C> <C> <C>
Name, Age &
Position with Principal Occupation Director Term
HUBCO During Past Five Years Since Expiring
Robert J. Burke, 63 President and Chief Operating Officer, Union 1979 2000
Dry Dock and Repair Co., Hoboken, N.J. (ship
repair facility).
Donald P. Chairman of the Board of Directors of 1996 2000
Calcagnini, 61 Lafayette American Bank and Trust Company
since March 1993; Chief Executive Officer of
LAB (March 1993 to April 1994); Chairman of the
Board of Directors (March 1992 to February
1994); President (1986 to 1992) and Chief
Executive Officer (1986 to February 1994),
Lafayette American Bancorp.
Charles F.X. President and Chief Operating Officer, The 1973 2000
Poggi, 66 Poggi Press (general printing business).
David A. Rosow, 54 Director of the former Westport Bancorp and 1996 2000
its subsidiary The Westport Bank and Trust
Company (1990-1996) and Chairman of the Board
of both (1991-1996). Chairman and CEO of
Rosow & Company, Inc. (a private investment
company). President of International Golf
Group, Inc.
John H. Tatigian, Senior Vice President of Peter Paul-Hershey 1996 1999
Jr., 61 (confection company).
Thomas R. Farley, Retired February 1995; formerly a partner in 1994 1998
70 the law firm of Farley & Isles (1980-1995)
Robert B. Retired 1996; President LAB (1993-1996), 1996 1998
Goldstein, 55 Chief Executive Officer LAB (1994-1996),
Chief Operating Officer LAB (December 1993 to
April 1994); Vice Chairman, National Community
Banks, Inc. (a bank holding company), (January
1992 to November 1993); President and Chief
Operating Officer, Crossland Savings Bank (1991
to January 1992).
</TABLE>
<TABLE>
Table II--Directors Whose Terms Continue
Beyond This Annual Meeting
<CAPTION>
<S> <C> <C> <C>
Name, Age &
Position with Principal Occupation Director Term
HUBCO During Past Five Years Since Expiring
Joan David, 58 Substitute Teacher, Board of Cooperative 1994 1998
Educational Services of Rockland County (1989
to present).
W. Peter McBride, President of McBride Enterprises, Inc. and 1995 1999
51 President of Urban Farms, Inc. (real-estate
development and investment companies).
Bryant Malcolm, 62 President, B.D. Malcolm Company, Inc. 1995 1999
(general contractors).
Kenneth T. Chairman, President and CEO of HUBCO and HUB. 1989 1998
Neilson, 48,
Chairman,
President & CEO
James E. Chairman, Emeritus; Chairman of the Board of 1972 1999
Schierloh, 67 HUBCO and HUB (1990-1996); formerly
self-employed Certified Public Accountant.
Sister Grace Chairperson, Franciscan Health System of N.J. 1979 1998
Frances Strauber, (1991 - 1993), Member (1991 - present);
69 Administrative Post on the Leadership Team
for the U.S. region of the Franciscan Sisters
of the Poor (1993 - present); Management
Consultant, Health System, Inc., Brooklyn,
N.Y., Franciscan Sisters of the Poor (1986 -
present).
</TABLE>
No director of HUBCO is also a director of any other company registered
pursuant to Section 12 of the Exchange Act or subject to the requirements of
Section 15(d) of the Exchange Act or any company registered as an investment
company under the Investment Company Act of 1940.
Board of Directors' Meetings; Committees of the HUBCO Board
The HUBCO Board held 7 board meetings during 1996 and 6 board committee
meetings. The HUBCO Board holds regularly-scheduled meetings each quarter and
special meetings as circumstances require. At present, all of the directors of
HUBCO also serve on at least one subsidiary bank Board.
HUBCO has a standing Audit Committee of the Board of Directors. This
committee arranges for HUBCO's and its subsidiaries' directors' examinations
through its independent public accountants, reviews and evaluates the
recommendations of the directors' examinations, receives all reports of
examination of HUBCO, HUB and LAB by bank regulatory agencies, analyzes such
regulatory reports, and reports to each Board the results of its analysis of the
regulatory reports. This committee also receives reports directly from HUBCO's
internal auditing department and recommends any action to be taken in connection
therewith. The Audit Committee met 3 times during 1996. During 1996, Sr. Grace
Frances Strauber served as Chairperson of the Audit Committee. The other HUBCO
members of the Audit Committee are Messrs. Farley, Malcolm, Schierloh and
Tatigian.
HUBCO has a standing Nominating Committee consisting of Messrs. Burke,
Farley, McBride, Neilson and Poggi. The committee considers recommendations from
shareholders received sufficiently in advance of the mailing of the proxy
statement for the annual meeting. The committee reviews qualifications of and
recommends to the Board potential candidates for election as directors, business
people from within the communities served by HUB who are willing to commit time
and dedicate effort to the success of HUBCO, HUB or LAB. During 1996, the
committee met once.
During 1996, no incumbent director of HUBCO attended fewer than 75% of
the total meetings of the HUBCO Board and meetings of committees of the HUBCO
Board on which such director served except for Sister Grace Francis Strauber who
attended 64%.
STOCK OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth information concerning the beneficial
ownership of HUBCO Common Stock as of December 31, 1996, by each executive
officer of HUBCO for whom individual information is required to be set forth in
this Proxy Statement pursuant to the rules of the Commission (the "HUBCO Named
Officers"), by each director and by all directors and executive officers as a
group. HUBCO does not know of any person who beneficially owns more than 5% of
HUBCO Common Stock.
<TABLE>
Number of Common Shares Beneficially
Name of Beneficial Owner Owned (1) Percent Of Class
<CAPTION>
<S> <C> <C>
Robert J. Burke 77,792 (2) *
Donald P. Calcagnini 107,998 (3) *
Joan David 156,503 (4) *
Thomas R. Farley 44,001 (5) *
Karen A. Foley 21,428 (6) *
Michael H. Flynn 166,987 (7) *
Robert B. Goldstein 136,681 (8) *
Richard I. Linhart 0 *
Bryant Malcolm 18,583 (9) *
Robert Mangano 46,014 (10) *
W. Peter McBride 4,023 *
John F. McIlwain 24,095 (11) *
Christina L. Maier 20,476 (12) *
Kenneth T. Neilson 247,685 (13) 1.1%
Charles F. X. Poggi 219,032 1.0%
David A. Rosow 608,949 (14) 2.7%
James E. Schierloh 77,794 *
Sister Grace Frances Strauber 1,024 *
John H. Tatigian, Jr. 33,044 (15) *
D. Lynn Van Borkulo-Nuzzo 72,570 (16) *
Directors and Executive Officers of
HUBCO as a group (20 persons) 2,084,988 (17) 9.1%
</TABLE>
NOTES:
* Less than 1.00%.
(1) Beneficially owned shares include shares over which the named person
exercises either sole or shared voting power or sole or shared
investment power. Series B Preferred shares have been included at their
conversion ratio in calculating beneficial ownership of common shares.
Beneficially owned shares also include shares owned (i) by a spouse,
minor children or by relatives sharing the same home, (ii) by entities
owned or controlled by the named person, and (iii) by other persons if
the named person has the right to acquire such shares within 60 days by
the exercise of any right or option. Unless otherwise noted, all shares
are owned of record and beneficially by the named person, either
directly or through the HUBCO dividend reinvestment plan.
(2) Of this total, 12,880 shares are held by Mr. Burke's wife, and 25,750
are held by Union Dry Dock & Repair Co. Mr. Burke disclaims beneficial
ownership of the shares held by his wife.
(3) Of this total, 10,167 shares are held in HUBCO's 401(k) Plan and 70
shares are held by him as Trustee for his aunt.
(4) Of this total, 10,006 are held in an IRA and 27,383 are held by Mrs.
David and Mr. Lawrence David as trustees for the David Foundation.
(5) Of this total, 1,158 shares are held by Mr. Farley's wife. Mr. Farley
disclaims beneficial ownership of the shares owned by his wife.
(6) Of this total, 3,135 shares are held in HUBCO's 401(k) plan, 2,819
shares are held for Ms. Foley under HUBCO's restricted stock plan and
15,450 shares represent vested options.
(7) Of this total, 16,608 shares represent common stock which may be issued
upon conversion of 500 shares of HUBCO's Series B Preferred Stock owned
by Mr. Flynn and 150,379 shares represent vested options. Information
regarding Mr. Flynn's stock ownership was derived by HUBCO solely from
its stock ownership records.
(8) Of this total, 3,145 shares are held in HUBCO's 401(k) Plan.
(9) Of this total, 1,026 shares are held by Mr. Malcolm's wife. Mr. Malcolm
disclaims beneficial ownership of the shares held by his wife.
(10) Information regarding Mr. Mangano's stock ownership was derived by
HUBCO solely from Mr. Mangano's last filed Form 4 and stock option
exercises known to HUBCO.
(11) Of this total, 3,509 shares are held in HUBCO's 401(k) plan, 2,046
shares are held for Mr. McIlwain under HUBCO's restricted stock plan
and 15,450 shares represent vested options.
(12) Of this total, 7,851 shares are held in HUBCO's 401(k) plan, 3,150
shares are held for Mrs. Maier under HUBCO's restricted stock plan and
6,180 shares represent vested options.
(13) Of this total, 22,231 shares are held in Mr. Neilson's account in
HUBCO's 401(k) plan, which he directs, 3,697 shares are held in an IRA,
2,626 shares are held by Mr. Neilson's wife, 15,392 shares are held for
his minor children, and 139,050 shares represent vested options. Mr.
Neilson disclaims beneficial ownership of the shares owned by his wife.
(14) This total includes 332,175 shares of common stock which may be issued
upon conversion of 10,000 shares of HUBCO's Series B Preferred Stock
owned by Mr. Rosow.
(15) Of this total, 20,645 shares are held in an IRA directed by Mr.
Tatigian.
(16) Of this total, 8,483 shares are held in Ms. Van Borkulo-Nuzzo's account
in HUBCO's 401(k) plan, which she directs, 4,094 shares are held for
Ms. Van Borkulo-Nuzzo under HUBCO's restricted stock plan, and 54,075
shares represent vested options.
(17) Of this total, 58,521 shares are held in HUBCO's 401(k) plans for
specified individuals, 12,109 shares are held for executive officers
under HUBCO's restricted stock plan, and 230,205 shares represent
vested options. Excluded from the shares reported in the Table are
39,600 shares held by HUB's Trust Department as trustee for HUBCO's
pension plan. These additional shares held by HUB's Trust Department
are not reported as beneficially owned by HUBCO's directors or
executive officers, although by virtue of the officers' and directors'
service on HUB's Trust Committee, it may be asserted that the directors
and officers have beneficial ownership of such shares. The directors
and executive officers disclaim beneficial ownership of such shares.
EXECUTIVE COMPENSATION
General
Executive compensation is described below in the tabular format mandated by the
Securities and Exchange Commission (the "Commission"). The letters in
parentheses above each column heading are the letters designated by the
Commission for such columns, and are provided to make inter-company comparisons
easier.
Summary Compensation Table
The following table summarizes all compensation earned in the past three years
for services performed in all capacities for HUBCO and its subsidiaries with
respect to the HUBCO Named Officers.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term Compensation
----------------------------------
Awards
----------------------------------
Annual Compensation
----------------------------
<CAPTION>
(g)
Securities (i)
(a) (f) Underlying All Other
Name and (b) (c) (d) Restricted Options/ Compensation
Principal Position Year Salary ($) Bonus ($) Stock SARs(#) (2) ($)
Award (s)(1) $
- ----------------------- ---------- ----------- ------------- --------------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Kenneth T. Neilson, 1996 325,000 325,000 -0- -0- 29,384
Chairman President & 1995 250,000 250,000 -0- -0- 23,196
CEO, HUBCO & HUB 1994 250,000 250,000 217,000 139,050 4,500
D. Lynn Van 1996 160,000 80,000 -0- -0- 10,942
Borkulo-Nuzzo, EVP & 1995 145,000 72,500 -0- -0- 10,146
Corporate Secretary, 1994 130,000 67,000 20,750 54,075 3,443
HUBCO, HUB & LAB
John McIlwain, 1996 124,808 62,000 -0- -0- 10,206
President & CEO, LAB 1995 124,000 77,500 -0- -0- 10,982
1994 124,000 1,000 10,375 15,450 3,270
Karen A. Foley, First 1996 85,500 28,875 -0- -0- 5,565
Sr VP and Director 1995 80,305 31,375 -0- -0- 5,198
of Human Resources, 1994 77,500 22,550 10,375 15,450 2,064
HUBCO, HUB and LAB
Christina L. Maier, 1996 86,904 25,500 -0- -0- 5,315
Assistant Treasurer 1995 81,683 28,500 -0- -0- 5,203
and Controller HUBCO; 1994 80,000 29,500 10,375 15,450 2,190
FSVP and Controller,
HUB & LAB
Richard I. Linhart, 1996 132,173 -0- -0- -0- 1,056
Former EVP and Chief 1995 36,250(3) 10,000 -0- 20,000 192
Financial Officer 1994 n/a n/a n/a n/a n/a
HUBCO & HUB
Robert Mangano, 1996 134,615(4) 43,750 -0- -0- 7,989
Former EVP, Retail 1995 173,280(5) 30,000 -0- 32,500 7,658
Banking, HUB 1994 n/a n/a n/a n/a n/a
</TABLE>
NOTES:
(1) The dollar amounts listed represent the number of shares of restricted
stock granted, multiplied by the fair market value of each share of
stock on the date of the grant. Dividends are paid on all shares of
restricted stock. Cash dividends are paid directly to the officer
holding the restricted stock. Stock dividends are added to the
restricted stock and are subject to the same restrictions. The number
of shares reflected below have been adjusted for the 3 for 2 stock
split effected January, 1995 and the 3% stock dividend effected
October, 1996. As of December 31, 1996, Mr. Neilson, Ms. Van
Borkulo-Nuzzo, Mr. McIlwain, Mrs. Maier and Ms. Foley held 0, 4,094,
2,046, 3,150 and 2,819 shares of restricted stock, respectively, with
aggregate values of $0, $100,303, $50,127, $77,175 and $69,066,
respectively. The restricted stock awards to Mr. Neilson represent
3,000 shares awarded on June 16, 1994 which vested on June 16, 1996 and
13,500 shares awarded on November 14, 1994 which vested on November 14,
1996.
(2) All amounts in this column represent employer contributions to 401(k)
plans on behalf of the HUBCO Named Officers and premiums for life
insurance in excess of $50,000.
(3) This amount is from the date of hire on October 2, 1995 through
December 31, 1995. Mr. Linhart's annualized base compensation would
have been $145,000.
(4) This amount is from January 1, 1996 through September 6, 1996, the date
of Mr. Mangano's resignation. Mr. Mangano's annualized base
compensation would have been $175,000.
(5) Mr. Mangano joined HUBCO on July 1, 1995 upon HUBCO's acquisition of
Urban National Bank ("Urban"). This amount represents $87,500 paid by
HUBCO and $85,780 paid by Urban.
<PAGE>
Option Exercises
The following table is intended to show options exercised during the last fiscal
year and the value of unexercised options held at year-end 1996 by the HUBCO
Named Officers. HUBCO does not utilize stock appreciation rights ("SARs") in its
compensation package, although the Commission rules require that SARs be
reflected in Table headings.
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal and FY-End Option/SAR Values
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($)(1)
Shares
Name Acquired on Exercise (#) Value Exercisable/ Exercisable/
Realized ($) Unexercisable Unexercisable
- -------------------------- ------------------------- -------------------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Kenneth T. Neilson -0- -0- 139,050/0 1,674,676/0
D. Lynn Van Borkulo-Nuzzo -0- -0- 54,075/0 651,263/0
John F. McIlwain -0- -0- 15,450/0 186,075/0
Karen A. Foley -0- -0- 15,450/0 186,075/0
Christina L. Maier -0- -0- 6,180/9,270 74,430/111,645
Richard I. Linhart -0- 25,216 (2) -0-/-0- -0-/-0-
Robert Mangano 32,550 530,847 -0-/-0- -0-/-0-
</TABLE>
NOTES:
(1) Options are "in the money" if the fair market value of the underlying
security exceeds the exercise price of the option at year-end.
(2) Upon Mr. Linhart's resignation, HUBCO cashed out his vested options at
the excess of market value over exercise price.
Employment Contracts, Termination of Employment and Change in Control
Arrangements
Under HUBCO's restricted stock plan, each share of stock awarded is
subject to a "Restricted Period" of from two to ten years, as determined by the
committee administering the plan when it awards the shares. Effective upon the
date of grant, the officer or employee is entitled to all the rights of a
shareholder with respect to the shares, including dividend and voting rights.
However, if a share recipient leaves the employment of HUBCO or its subsidiaries
during the Restricted Period for any reason, his or her shares may be forfeited
to HUBCO. Upon the occurrence of a change in control of HUBCO, every Restricted
Period then in existence of five years or less will automatically expire.
Under the HUBCO, Inc. 1995 Stock Option Plan, options are granted with
a term not to exceed ten years from the grant date. Each option is granted with
a vesting schedule as determined by the Stock Committee. In the event of a
change in control, as defined in the Plan, any option which has not, as of the
date of the change in control, become exercisable, becomes fully vested.
As of January 1, 1997, the Corporation and HUB entered into revised
change in control agreements with Kenneth T. Neilson and D. Lynn Van
Borkulo-Nuzzo. These contracts superseded previous agreements with these
Executives. At the same time, the Corporation also entered into change in
control agreements with John McIlwain, Karen Foley and one other officer. Under
the agreements, the Executives generally are entitled to be employed for a
period of three years after a change in control, with substantially the same
title, same salary and same benefits as existed prior to the change in control
or the Executive is entitled to certain severance payments and benefits. These
agreements do not become effective unless there is a change in control and they
continue to be in effect for a period of three years after a change in control.
Prior to a change in control, unless HUBCO stops their annual renewal, the
agreements are for two year "evergreen" terms.
Each agreement defines "change in control" to mean any of the
following: (i) the acquisition of beneficial ownership by any person or group of
25% or more of HUBCO's voting securities or all or substantially all of its
assets; (ii) the merger consolidation or combination (a "merger") of an
unaffiliated entity unless following the merger HUBCO's directors constitute 50%
or more of the directors of the combined entity and HUBCO's CEO is the CEO of
the surviving entity; or (iii) during any two consecutive calendar years
individuals who were directors of HUBCO at the start of the period cease to
constitute two-thirds of the directors unless the election of the directors was
approved by the vote of two-thirds of the directors then in office; or (iv) the
transfer of all or substantially all of HUBCO's assets.
With respect to Mr. Neilson's new contract, if he is terminated without
cause, resigns for good reason (as defined in the contract) within the first 90
days following a change in control, resigns for any reason after that 90 day
period following a change in control, dies, or is disabled, he (or his estate)
is entitled to a lump sum payment equal to three times the sum of his annual
salary and his highest bonus in the last three years, as well as a continuation
of his family's health coverage for a period of three years. In the event that
the severance payments and benefits under the agreement, together with any other
parachute payments, would constitute an excess parachute payment under Section
280G of the Internal Revenue Code of 1986 (the "Code"), the payments to Mr.
Neilson would be increased in an amount sufficient to pay the excise taxes and
other income and payroll taxes necessary to allow Mr. Neilson to retain the same
net amount, after such taxes as he was otherwise entitled to receive (a "Make
Whole Tax Provision").
With respect to Ms. Van Borkulo-Nuzzo's new contract, if she is
terminated without cause, resigns for good reason following a change in control,
dies or is disabled, she (or her estate) is entitled to a lump sum payment equal
to three times the sum of her annual salary and highest annual bonus in the last
three years, as well as a continuation of her family's health coverage for a
period of three years. The contract for Ms. Van Borkulo-Nuzzo also contains a
Make Whole Tax Provision.
With respect to the contracts for Mr. McIlwain and Ms. Foley, if they
are terminated without cause, resign for good reason following a change in
control, die or are disabled, they (or their estates) are entitled to a lump sum
payment equal to a multiple (three times for Mr. McIlwain, two times for Ms.
Foley) of the sum of their annual salary and the highest bonus paid in the last
three years, as well as a continuation of their family's health coverage for a
period of three years. However, under these contracts, in the event that the
severance payments and benefits under the agreements, together with any other
parachute payments, would constitute excess parachute payments under Section
280G of the Code, the payments and benefits under the agreements will be reduced
(but not below zero) to the extent necessary to avoid excess parachute payments.
Pension Plans
Pension Plans. In 1996 HUBCO consolidated its two non-contributory, defined
benefit pension plans which were previously known as: The Employees' Retirement
Plan of HUBCO, Inc. (the "Base Plan") and the Retirement Plan for Non-Bargaining
Employees of HUBCO, Inc. (the "Non-Bargaining Retirement Plan"), both of which
apply to employees of HUBCO and its designated subsidiaries. The consolidated
Plan is now known as the Employees Retirement Plan of HUBCO, Inc. (the "Plan").
The Plan. The Plan covers any employee of HUBCO or its subsidiaries who works
over 1,000 hours per year, is over age 20 1/2 and has completed 6 months of
service. The annual retirement benefit for the HUBCO Named Officers is the sum
of (i) 1.25% of the employee's base year-end compensation during the year he or
she joins the Plan multiplied by the number of years of service with HUBCO or
HUB prior to joining the Plan; plus (ii) 1.25% of the employee's base year-end
compensation during each year of a participant's service after joining the Plan.
Retirement benefits normally commence when an employee reaches age 65 but
provides for early retirement when an employee's age plus years of service
equals 85.
Additional retirement benefits are provided to non-bargaining employees
of HUBCO and its subsidiaries. The annual retirement benefit for covered
employees is calculated by taking 1% of an employee's base average annual
earnings (determined by averaging the highest five continuous years of credited
service, excluding the last year of service) multiplied by the years of credited
service, adding 1/2% of an employee's base average annual earnings in excess of
the average Social Security Wage Base (calculated based upon the year of birth)
multiplied by the years of credited service, and subtracting the pension benefit
the employee will receive under the basis calculation. The Plan also provides
for disability pension benefits.
In the Plan, compensation in the form of a bonus is excluded from
benefit calculations. Thus, for each Named Officer, only the amounts which are
shown each year under the heading "Salary" in the Summary Compensation Table in
this Proxy Statement are covered.
As of January 1, 1996, HUBCO adopted a Supplemental Employee Retirement
Plan ("SERP"). The SERP provides a pension benefit which, in large part, makes
up the amount of the benefits which cannot be provided under the Plan as a
result of the limit on the amount of compensation which can be taken into
account under Section 401(a)(17) of the Code ($150,000 in 1996 and indexed for
inflation in subsequent years) and the amount of benefits payable to Section 415
of the Code. Unlike the Plan, the SERP covers salary and one-third of incentive
compensation. The benefit is payable as a single life annuity and 100% survivor
benefits are paid for the life of the designated beneficiary. Kenneth Neilson is
the only person who has been designated as a participant under the SERP. HUBCO
has purchased life insurance to fund the benefit.
The following table shows an employee's estimated annual retirement
benefit from the Plan and the SERP combined, assuming retirement at age 65 for
an individual reaching such age before January 1, 1997 and assuming a straight
life annuity benefit, for the specified compensation levels and years of
service. Except for Mr. Neilson, the amounts in the table below are limited
under Section 401(a)(17) of the Code, as described in the preceding paragraph.
The benefits listed in the table are not subject to any deduction for social
security or other offset amounts. Mr. Neilson has approximately 13 years of
credited service under the pension plan as of January 1, 1997 and, at age 65,
would have 30 years of credited service. Ms. Van Borkulo-Nuzzo has approximately
30 years of credited service under the pension plan as of January 1, 1997, and,
at age 65, would have approximately 48 years of credited service. Mr. McIlwain
has approximately 4 years of credited service as of January 1, 1997 and, at age
65, would have 11 years of credited service. Ms. Foley has approximately 13
years of credited service as of January 1, 1997 and, at age 65, would have 28
years of credited service. Mrs. Maier has approximately 16 years of credited
service as of January 1, 1997 and, at age 65, would have approximately 39 years
of credited service. Mr. Linhart does not have any credited service in the
pension plan as of January 1, 1997. Mr. Mangano has approximately 5 years of
credited service as of January 1, 1997 and, as a result of his resignation, will
not accrue further service credits.
<PAGE>
<TABLE>
Pension Plan Table
Years of Service
<CAPTION>
<S> <C> <C> <C> <C> <C>
Salary 15 20 25 30 35
$125,000 $26,057 $34,742 $43,428 $52,113 $60,799
$150,000 $31,682 $42,242 $52,803 $63,363 $73,924
$200,000 $42,932 $57,242 $71,553 $85,863 $100,174
$250,000 $54,182 $72,242 $90,303 $108,363 $126,424
$300,000 $65,432 $87,242 $109,053 $130,863 $152,674
$350,000 $76,682 $102,242 $127,803 $153,363 $178,924
$400,000 $87,932 $117,242 $146,553 $175,863 $205,174
$450,000 $99,182 $132,242 $165,303 $198,363 $231,424
$500,000 $110,432 $147,242 $184,053 $220,863 $257,674
$550,000 $121,682 $162,242 $202,803 $243,363 $283,924
$600,000 $132,932 $177,242 $221,553 $265,863 $310,174
</TABLE>
Directors' Compensation
The HUBCO Board has established directors' retainers and fees effective January
1, 1996 as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
(1) Committee Retainers:
Chairman, Audit Committee $5,000
Chairman, Compensation Committee $5,000
Chairman, Nominating Committee $2,500
Chairman, Long Range Planning Committee $5,000
Chairman, Trust Committee $5,000
Member, Audit Committee $1,500
Member, Compensation Committee $1,500
Member, Nominating Committee $ 750
Member, Long Range Planning Committee $1,500
Member, Trust Committee $1,500
(2) Annual Director's Retainer $6,000
(3) HUBCO Board Meetings $ 500
(4) Subsidiary Board Meetings $ 250
</TABLE>
The Chairman, President and CEO does not receive any retainer or Board
fees. No fees are paid for committee attendance. The Executive Committee was
created in January, 1997 and no retainers have yet been paid to the chairman or
the members of the Executive Committee. Executive Committee compensation will be
established after the HUBCO Board of Directors meeting scheduled for the date of
the Annual Meeting.
Retirement. During 1996, the Board voluntarily discontinued a
retirement plan which would have provided non-employee directors having at least
36 months of service upon retirement with a retirement benefit each year for a
period up to 10 years equal to 10% of the director's retainer in effect at the
date of his or her retirement, multiplied by the number of years of service as a
director (not to exceed 10 years). Payout of vested benefits began in 1996.
Deferred Compensation. The HUBCO Board adopted a nonqualified Deferred
Compensation Plan for directors covering the retainer and committee fees
effective January 1, 1995. Participation is optional. Interest is paid on
deferred fees at the highest rate paid by HUB on passbook savings. The
provisions of the Deferred Compensation Plan are designed to comply with certain
rulings of the Internal Revenue Service under which the deferred amounts are not
taxed until received. Under the Deferred Compensation Plan, the directors who
elect to defer their fees will receive the fees over time after they retire.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Bonuses are based upon parameters established by the full HUBCO Board.
All actions of the Compensation Committee are subject to review and ratification
by the Boards of Directors of HUBCO, HUB and LAB. Thus, this report is being
issued over the names of all the directors of HUBCO and is concurred in by all
compensation committees members.
The Compensation Committee members are: Charles F.X. Poggi (Chairman),
Robert Burke, Joan David, W. Peter McBride, Robert Goldstein and John Tatigian.
This report shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act, or under the Exchange Act, except to the extent
that HUBCO specifically incorporates this information by reference, and shall
not otherwise be deemed filed under such Acts.
Executive Compensation Policy
HUBCO's policy is to compensate its executives fairly and adequately
for the responsibility assumed, for the success and direction of HUBCO, for the
effort expended in discharging that responsibility, and for the results achieved
directly or indirectly from each executive's performance. "Fair and adequate
compensation" is established after careful review of:
1. HUBCO's earnings;
2. HUBCO's performance as compared to other companies of similar
size and market area; and
3. Comparison of what the market demands for compensation of
similarly situated experienced executives.
Total compensation takes into consideration a mix of base salary,
bonus, perquisites, restricted stock awards and stock options. The particular
mix is established in order to competitively attract competent professionals,
retain those professionals, and reward extraordinary achievement.
The Compensation Committee also considers net income for the year and
earnings per share of HUBCO Common Stock before finalizing officer increases for
the coming year.
Based upon its current levels of compensation, HUBCO is not affected by
the provisions of the Code which limit the deductibility to a company of
compensation in excess of $1 million paid to any of its top five executives.
Since the grant of options under the 1995 Stock Option Plan may, in subsequent
years, result in total compensation to an officer in excess of $1 million, the
1995 Stock Option Plan has been designed so that compensation payable under the
Option Plan conforms to the Code requirements and will be deductible by HUBCO.
In certain instances, compensation decisions take into account
contractual commitments assumed by or agreed to by HUBCO as a result of an
acquisition.
Base Salary
Subject to HUBCO Board review and ratification, the responsibility for
establishing base salary for executives is delegated to the Compensation
Committee.
Salary is minimum compensation for any particular position and is not
tied to any performance formula or standard. However, that is not to say that
poor performance will not result in termination. Superior performance is
expected of all executive officers.
To establish salary, the following criteria are used:
1. Position description.
2. Direct responsibility assumed.
3. Comparative studies of peer group compensation. Special weight
is given to local factors as opposed to national averages.
4. Earnings performance of HUBCO resulting in availability of
funds for payment of salary expense.
5. Competitive level of salary to attract and retain qualified
and experienced executives.
Annual Bonuses
Each year the HUBCO Board establishes the parameters for the award of
bonuses. The current parameters involve HUBCO's performance specifically related
to return on equity and minimum loan loss reserve levels.
Under the bonus program the bonus pool may not exceed 10% of after tax
profits of HUBCO and the creation of the bonus pool may not cause the year-end
results to fall below the targeted return on equity or the loan loss reserve to
fall below the targeted loan loss reserve percentage. If the targeted results
are not achieved, no bonuses will be paid under the program. Even if the
targeted level is achieved, each department must meet its budget in order to be
eligible for a bonus and employees must achieve key established goals in order
to be personally eligible.
Restricted Stock
The responsibility for establishing restricted stock awards is
delegated to a sub-committee of the Compensation Committee.
Twice annually the sub-committee of the Compensation Committee meets to
evaluate management's recommendations concerning meritorious performance of all
officers and employees for consideration to receive restricted stock awards.
The Compensation Committee makes awards based upon the following
criteria:
1. Performance of the officer or employee in HUBCO, HUB or LAB.
2. The benefit which HUBCO, HUB or LAB has derived as a result of
the efforts of the award candidate under consideration.
3. HUBCO's desire to encourage long-term employment of the award
candidate.
Stock Options
The 1995 Stock Option Plan was approved by HUBCO's shareholders at the
1995 Annual Meeting.
The responsibility for awards of stock options rests with a
sub-committee of the Compensation Committee.
The sub-committee of the Compensation Committee makes recommendations
for awards based upon the following criteria:
1. Performance of the officer or employee in HUBCO, HUB or LAB.
2. The benefit which HUBCO, HUB or LAB has derived as a result of
the efforts of the award candidate under consideration.
3. HUBCO's desire to encourage long-term employment of the award
candidate.
Perquisites
Perks, such as company automobiles and their related expenses, country
club memberships, auxiliary insurance benefits and other perks which the HUBCO
Board may approve from time to time are determined and awarded pursuant to
evaluation under the same criteria used to establish the base salary or, in
certain circumstances, pursuant to contractual commitments assumed by or agreed
to by HUBCO as a result of an acquisition.
* * * * *
HUBCO has long believed that a strong, explicit link should exist
between executive compensation and the value delivered to shareholders. The
bonus program, restricted stock awards and stock option awards all provide
competitive compensation which increase based on HUBCO's performance. Since each
bonus is based on a direct, explicit link to HUBCO's performance, it is directly
and explicitly linked to the value received by shareholders. HUBCO's
profitability inures to the benefit of shareholders, and is a direct result of
the direction established by management. The general compensation philosophy is
that base salary for senior executives should place compensation at about the
twenty-fifth percentile of the peer group but that total compensation (including
bonus, restricted stock and options) should place compensation above the
seventy-fifth percentile in line with HUBCO's performance.
In 1996 the Compensation Committee utilized two salary surveys to
establish executive compensation. The first survey, conducted by Wyatt Data
Services, entitled "Financial Institution Benchmark Compensation Report", was
prepared for the Northeastern United States financial industry. The second
report, "N.J. Bankers' Salary Survey", prepared by KPMG Peat Marwick, identified
compensation in institutions in the $1 to $3 billion category in the New York,
New Jersey, Pennsylvania tri-state area.
Mr. Neilson, the Chairman, President and CEO of HUBCO, received an
increase of $40,000, effective for 1997. He is eligible for bonuses equal to
100% of his base salary. Mr. Neilson's base salary is $365,000. The HUBCO Board
believes that this package represents fair compensation in view of HUBCO's 1996
performance and peer group comparisons.
THE BOARD OF DIRECTORS OF HUBCO
Robert J. Burke
Donald P. Calcagnini
Joan David
Thomas R. Farley
Michael H. Flynn
Robert B. Goldstein
Bryant Malcolm
W. Peter McBride
Kenneth T. Neilson
Charles F.X. Poggi
David A Rosow
James E. Schierloh
Sister Grace Francis Strauber
John H. Tatigian, Jr.
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a
hypothetical $100 investment made at the close of business on December 31, 1991
in: (a) HUBCO Common Stock; (b) the Standard & Poor's ("S&P") 500 Index; and (c)
the Keefe, Bruyette & Woods 50 ("KBW 50") Index. The graph is calculated
assuming that all dividends are reinvested during the relevant periods. The
graph shows how a $100 investment would increase or decrease in value over time,
based on dividends (stock or cash) and increases or decreases in the market
price of the stock.
This year, HUBCO switched from a self-determined peer group of New
Jersey based bank holding companies to the KBW 50, an index composed of fifty
money center and regional banks. Since HUBCO began preparing these performance
graphs, the composition of the peer group has had to be changed every year due
to mergers and corporate reorganizations. HUBCO believes that the limited number
and geographical proximity of the banks in the peer group have tended to make
the peer group returns unduly volatile, whereas the KBW 50 Index should provide
a consistent means for comparing the performance of HUBCO's Common Stock against
other financial institutions generally. The comparable figures in the graph
below for HUBCO's 1996 peer group (Commerce Bancorp Inc. N.J.; First Union
Bancorp, formerly First Fidelity Bancorporation; PNC Corp., formerly Midlantic
Corp.; The Summit Bancorporation (prior to its merger with UJB Financial Corp.);
Trust Co. of N.J.; Summit Bancorp, formerly UJB Financial Corp.; Valley National
Bancorp) would have been 12/31/91 - $100; 12/31/92 - $165.79; 12/31/93 -
$180.36; 12/31/94 -$190.76; 12/31/95 - $331.07; 12/31/96 - $411.50.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1991 1992 1993 1994 1995 1996
HUBCO Inc. $100 $203.93 $286.45 $288.81 $447.74 $527.43
S&P 500 Index $100 $107.62 $118.46 $120.03 $165.13 $203.05
KBW 50 Index $100 $127.42 $134.48 $127.62 $204.41 $289.15
</TABLE>
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above under the caption "Board Compensation Committee Report
on Executive Compensation," various aspects of the compensation of the HUBCO
Named Officers are determined by the Compensation Committee.
The Compensation Committee members are: Charles F.X. Poggi (Chairman),
Robert Burke, Joan David, W. Peter McBride, Robert B. Goldstein and John H.
Tatigian, Jr.
Mr. Neilson serves on the Boards of Directors of HUBCO, HUB and LAB and
is an officer of HUBCO and HUB. Mr. Neilson absented himself from all
discussions, and abstained from all voting, on the Boards on which he served
with respect to his own compensation.
Charles F.X. Poggi, who serves on the Boards of Directors of HUBCO and
HUB, and who is the Chairman of the Compensation Committee and is involved in
setting executive compensation, is President of Poggi Press, a general printing
company. During 1996, Poggi Press was paid $177,437 for printing work for HUBCO
and its subsidiaries. Management believes the terms and conditions of this
transaction to be equivalent to terms available from an independent third party.
W. Peter McBride, a Director of HUBCO and HUB, serves on the
Compensation Committee. Various companies with which Mr. McBride is affiliated
have business relationships with HUBCO or HUB. The Franklin Lakes office of HUB
(obtained through merger with Urban) is leased from Urban Farms Shopping Center,
Inc., a New Jersey corporation of which W. Peter McBride is the President and a
shareholder. The lease was originally executed in 1979 and extended on November
1, 1994 to December 31, 1999. Management believes the terms and conditions of
this lease to be equivalent to terms available from an independent third party.
The annual aggregate lease payments through December 31, 1996 were $180,456.
Urban Farms, Inc., a McBride-owned company, does landscape work for HUB. In
1996, $1,428 was paid for such services. Albert P. Schmidt Construction Co., a
McBride-owned company, does renovations and repairs at 1000 MacArthur Blvd.,
Mahwah, New Jersey. In 1996, $86,795 was paid for such services. Independent
Electric Co. does subcontracting work at 1000 MacArthur Blvd., Mahwah. Any
amounts due to this subcontractor were included in amounts paid to Albert P.
Schmidt Construction Co. reflected above. F. A. McBride Co. does heating and air
conditioning work at various locations previously a part of Urban. In 1996, this
company was paid $42,251 for such services.
Certain Transactions with Management
HUB and LAB have made in the past and, assuming continued satisfaction
of generally applicable credit standards, expects to continue to make, loans to
directors, executive officers and their associates (i.e., corporations or
organizations for which they serve as officers or directors or in which they
have beneficial ownership interests of 10% or more). These loans have all been
made in the ordinary course of the banking business on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons, and do not involve more than the
normal risk of collectability or other unfavorable features. Directors,
executive officers and their associates did not during 1996 or during 1997
through the date of this Proxy Statement borrow from HUB or LAB an amount in
excess of 10% of either bank's equity capital for any one director or executive
officer (together with their associates) or an amount in excess of 20% of either
bank's equity capital for all directors and executive officers and their
associates as a group.
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires HUBCO's directors, principal
officers, and persons who own more than 10% of HUBCO's equity securities to file
with the Commission initial reports of ownership and reports of changes in
ownership of such securities. To HUBCO's knowledge, based solely on a review of
the copies of such reports furnished to it, during the fiscal year ended
December 31, 1996, Section 16(a) filing requirements with respect to HUBCO's
equity securities were complied with.
RECOMMENDATION AND VOTE REQUIRED ON PROPOSAL 1
HUBCO directors will be elected by a plurality of the votes cast at the
HUBCO Meeting, whether in person or by proxy. THE HUBCO BOARD UNANIMOUSLY
RECOMMENDS A VOTE "FOR" THE NOMINATED SLATE OF DIRECTORS INCLUDED IN PROPOSAL 1.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Anderson LLP, independent public accountants, have audited the
books and records of HUBCO since 1991. Selection of HUBCO's independent public
accountants for the 1997 fiscal year will be made by the Board of Directors
subsequent to the Annual Meeting.
Arthur Anderson LLP has advised HUBCO that one or more of its
representatives will be present at the Annual Meeting of shareholders to make a
statement if they so desire and to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Any proposal which a HUBCO shareholder wishes to have included in the
Proxy solicitation materials of HUBCO to be used in connection with the 1998
Annual Meeting must be presented to HUBCO no later than November 18, 1997.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may come
before the Annual Meeting. However, in the event such other matters come before
that meeting, it is the intention of the persons named in the proxy to vote on
any such matters in accordance with the recommendation of the Board of
Directors.
Shareholders are urged to sign the enclosed proxy, which is solicited
on behalf of the Board of Directors, and return it to the Corporation in the
enclosed envelope.
BY ORDER OF THE BOARD OF DIRECTORS
Kenneth T. Neilson
Chairman, President and
Chief Executive Officer
Mahwah, New Jersey
March 18, 1997
