HUBCO INC
8-K, 1997-01-08
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) - December 13, 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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<PAGE>



Item 5.  Other Events.

         On December 13, 1996, HUBCO, Inc. ("HUBCO")  consummated its previously
announced  acquisition  of Westport  Bancorp,  Inc.  ("WBI"),  and merged WBI `s
subsidiary,  The Westport Bank and Trust Company,  into HUBCO's Connecticut bank
subsidiary, Lafayette American Bank and Trust Company ("Lafayette").

         The  merger  of the two  Connecticut  banks  increases  the  number  of
Lafayette's  branch  offices  to 27 and its  asset  size to  approximately  $1.3
billion. Lafayette's branches are primarily in Fairfield and New Haven counties.
Lafayette now ranks among the 10 largest financial institutions in Connecticut.

         Pursuant to the merger,  WBI common stock was converted into .332175 of
a share  of HUBCO  common  stock  and  WBI's  convertible  preferred  stock  was
converted into HUBCO Series B Convertible Preferred Stock having identical terms
including an equivalent dividend yield.

         On December 16,  1996,  HUBCO  issued $75 million  aggregate  principal
amount  of  8.20%  Exchange  Subordinated  Debentures  due 2006  (the  "Exchange
Debentures") in exchange for a like principal  amount of its  outstanding  8.20%
Subordinated Debentures due 2006 (the "Original Debentures"), which were sold on
September 13, 1996. The Exchange Debentures were registered under the Securities
Act of 1933, as amended,  pursuant to a Registration  Rights  Agreement  entered
into by HUBCO in connection with the sale of the Original Debentures.


Item 7.  Exhibits.

                99                Press Release dated December 13, 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: January 6, 1997              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 December 13, 1996




                                                            EXHIBIT 99


FOR IMMEDIATE RELEASE

          HUBCO COMPLETES ACQUISITION OF WESTPORT BANK & TRUST COMPANY

Mahwah,  New Jersey,  December  13,  1996--HUBCO,  Inc.  (NASDAQ:HUBC),  the 3rd
largest New Jersey  based  commercial  banking  company,  announced  that it has
completed its acquisition of Westport  Bancorp,  Inc., and has merged Westport's
subsidiary,  The Westport Bank and Trust Company,  into HUBCO's Connecticut bank
subsidiary, Lafayette American Bank and Trust Company.

The merger of the two  Connecticut  banks  increases  the number of  Lafayette's
branch  offices  to 27  and  its  asset  size  to  approximately  $1.3  billion.
Lafayette's  branches  are  primarily  in  Fairfield  and  New  Haven  counties.
Lafayette now ranks among the 10 largest financial  institutions in Connecticut.
Hudson United Bank, HUBCO's New Jersey bank subsidiary,  has 58 offices and $1.8
billion in assets.

Pursuant to the merger, Westport common stock has been converted into .332175 of
a share of HUBCO common stock and  Westport's  convertible  preferred  stock has
been converted into a new HUBCO  preferred  issue with identical terms including
an equivalent dividend yield.

HUBCO's  Chairman,   President  and  CEO  Kenneth  T.  Neilson  commented,  "The
acquisition of Westport  Bancorp.,  our fourth  acquisition in Connecticut  this
year,  expands our presence in Fairfield  county and adds  substantially  to our
Trust  Assets.  The market area both  expands  and  overlaps  that of  Lafayette
American."  He added,  "We are pleased with the rapid growth of our  Connecticut
franchise  and the  economies of scale which these  acquisitions  generate.  The
acquisitions  also enhance our ability to deliver community banking with all the
technology and conveniences of a much larger institution."

The banking subsidiaries of HUBCO Inc. offer a full array of innovative products
and services for the retail and  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.




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