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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 22, 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) 236-2600
(Registrant's telephone number, including area code)
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<PAGE>
This Form 8-K/A amends the following Form 8-K/As of HUBCO, Inc.
("HUBCO") previously filed with the Securities and Exchange Commission (the
"Commission") to provide pro forma financial information with respect to its
recent acquisitions of Poughkeepsie Financial Corp ("PFC") and MSB Bancorp, Inc.
("MSB"): the Current Report on Form 8-K of HUBCO dated October 22, 1997 (the
"Original Form 8-K"), the Current Report on Form 8-K/A of HUBCO dated May 15,
1998 (the "May 15, 1998 Form 8-K/A"), the Current Report on Form 8-K dated June
2, 1998 (the "June 2, 1998 Form 8-K") the Current Report on Form 8-K dated June
11, 1998 (the "June 11, 1998 Form 8-K") and the Current Report on Form 8-K/A
dated June 29, 1998 (the "June 29, 1998 Form 8-K/A"). The Original Form 8-K was
filed to report the announcement of the (then proposed) acquisition by HUBCO of
PFC and the Bank of the Hudson ("BTH"), a federal savings bank wholly owned by
PFC. The May 15, 1998 Form 8-K/A was filed to amend the Original Form 8-K to
identify it as an Item 2 filing. The June 29, 1998 Form 8-K was filed to amend
the Original Form 8-K and the May 15, 1998 Form 8-K to provide the financial
statements regarding PFC. The June 2 Form 8-K was filed to report the
consummation of the acquisition by HUBCO of MSB. The June 11, 1998 Form 8-K was
filed to amend the June 2, 1998 Form 8-K to provide the financial statements
regarding MSB.
Item 2. Acquisition or Disposition of Assets.
On April 24, 1998, HUBCO completed its previously announced acquisition
of PFC and BTH by merging PFC into HUBCO pursuant to the Amended and Restated
Agreement and Plan of Merger dated as of October 22, 1997 among HUBCO, PFC, and
BTH. As a result, BTH became HUBCO's New York-based bank subsidiary. In the
merger, each share of PFC common stock was converted into .300 shares of HUBCO
Common Stock. As of March 31, 1998, PFC had total assets of $849 million,
total deposits of $623 million and stockholders' equity of approximately $72
million.
On May 19, 1998, HUBCO completed its previously announced acquisition
of MSB and MSB's wholly owned banking subsidiary, by merging MSB with and into
HUBCO and MSB Bank with and into Bank of the Hudson, HUBCO's New York banking
subsidiary, pursuant to the Agreement and Plan of Merger dated as of December
15, 1997 among HUBCO, MSB, and MSB Bank. In the merger, each share of MSB common
stock was converted into 1.0209 shares of HUBCO Commmon Stock. As of March 31,
1998, MSB had total assets of $753.7 million, total deposits of $661 milllion
and stockholdders' equity of approximately $74.3 million.
<PAGE>
Item 7(b). Financial Statements, Pro Forma Financial Information and Exhibits
PRO FORMA FINANCIAL INFORMATION
INTRODUCTION
The following pro forma information takes into account all of the
acquisitions of HUBCO, Inc. ("HUBCO") during 1998 which have closed prior to
July 6, 1998 (the date of this filing) and which have been accounted for as
pooling of interests transactions. On January 8, 1998 HUBCO completed its
acquisition of The Bank of Southington, a state bank and trust company ("BOS").
The BOS acquisition was accounted for as a pooling of interests transaction.
HUBCO's reported financial results for the first quarter of 1998 included the
results of the BOS acquisition and HUBCO's financial statements reported for
that period were restated to include the effects of the BOS merger. On April 24,
1998 HUBCO completed its acquisition of Poughkeepsie Financial Corp. ("PFC"),
the parent company of a New York State based federally chartered savings bank.
The PFC acquisition was accounted for as a pooling of interests transaction. On
May 29, 1998, HUBCO completed its acquisition of MSB Bancorp, Inc. ("MSB"), the
parent company of another New York based federally chartered savings bank. The
MSB acquisition was accounted for as a pooling of interests transaction as well.
The following pro forma financial information presents the combined pro forma
information for the PFC, MSB and BOS transactions, except no pro forma
information is presented for BOS with respect to the three months ended March
31, 1998 or the quarter then ended because HUBCO's reported results for the
three month period ended March 31, 1998 and the quarter then ended included the
results for the BOS acquisition
HUBCO has pending three other acquisitions which it anticipates will
close in the third quarter of 1998. It has entered into merger agreements with
IBS Financial Corp. ("IBSF"), Dime Financial Corp. ("Dime"), and Community
Financial Holding Corporation ("CFHC"). On June 24, 1998 HUBCO completed the
purchase of 21 branches of First Union National Bank located in New Jersey and
Connecticut (the "Completed Branch Purchase"). It still has pending the
acquisition of two additional branches from First Union National Bank located in
New York (the pending acquisitions of IBSF, Dime and CFHC, as well as the
pending acquisition of the two First Union branches are referred to in this Form
8-K as the "Pending Acquisitions"). On June 19, 1998, HUBCO issued $50,000,000
aggregate principal amount of 7.65% Trust Preferred Securities (the "Recently
Completed Trust Preferred Issuance"), which are essentially junior subordinated
debt. None of the transactions referred to in this paragraph are reflected in
the pro forma information.
Pro Forma Unaudited Combined Condensed Balance Sheet
of HUBCO, PFC, and MSB for March 31,1998
The following pro forma unaudited combined condensed balance sheet
combines the historical consolidated balance sheets of HUBCO, PFC and MSB giving
effect to the acquisitions which were accounted for as a pooling-of-interests,
as if the acquisitions had been effective on March 31, 1998 and the pro forma
adjustments described in the notes to the pro forma financial information. The
historical financial information for HUBCO in the condensed balance sheet for
March 31, 1998 already includes the effects of the merger with BOS which was
consummated on January 12, 1998 and has been accounted for as a pooling of
interests. The information set forth below should be read in conjunction with
the historical consolidated financial statements of HUBCO, PFC and MSB,
including their respective notes thereto, which are contained in the Form 8-Ks
to which this Form 8-K is amendatory. Anticipated cost savings net of expected
acquisition-related expenses and restructuring charges are not expected to be
material to the acquisitions and therefore the pro forma financial data does not
give effect to these items. The information for the three months ended March 31,
1998 is based on the respective historical unaudited financial statements of
HUBCO, PFC and MSB. The pro forma financial statements of HUBCO included in this
Form 8-K do not reflect the Completed Branch Purchase or the Recently Completed
Trust Preferred Offering and do not reflect the Pending Acquisitions. The
historical amounts presented in future financial statements of HUBCO for periods
reported in this Form 8-K will differ and in certain cases, will differ
materially as a result of the effects of accounting for the Pending
Acquisitions, when consummated, as pooling of interests. The pro forma
information is not necessarily indicative of the results of operations which
would have been achieved had the acquisitions been consummated as of the
beginning of the periods for which such data are presented and should not be
construed as being representative of future periods. The financial information
also does not reflect one-time merger related and restructuring charges which
will be incurred in connection with the PFC and MSB acquisitions and Pending
Acquisitions.
<PAGE>
<TABLE>
<CAPTION>
Pro forma Unaudited Combined Condensed Balance Sheet
As of March 31, 1998
($ in thousands, except per share data)
Pro forma Pro forma Pro forma
Assets HUBCO PFC Adjustments MSB Adjustments Combined
- ------ ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cash and due from banks $ 147,640 $ 9,952 $ - $ 14,549 $ - $ 172,141
Federal funds sold 76,958 - 56,655 133,613
Securities 864,529 149,463 (12,604) (1) 230,490 (24,614) (4) 1,207,264
Loans 1,836,360 666,641 400,000 2,903,001
Less: Allowance for loan losses (40,337) (12,123) (3,468) (55,928)
---------- ----------- ------------- --------- -------------- ------------
Total loans 1,796,023 654,518 - 396,532 - 2,847,073
---------- ----------- ------------- --------- -------------- ------------
Other assets 137,541 34,911 27,191 4,284 (5) 203,927
Intangibles, net of amortization 28,276 - 28,250 56,526
---------- ----------- ------------- --------- -------------- ------------
Total Assets $3,050,967 $ 848,844 $(12,604) $ 753,667 $ (20,330) $4,620,544
========== =========== ============= ========= ============== ============
Liabilities and Stockholders' Equity
Deposits:
Noninterest bearing $ 623,023 $ 22,674 $ - $ 53,263 $ - $ 698,960
Interest bearing 1,824,993 603,706 609,758 3,038,457
---------- ----------- ------------- --------- -------------- ------------
Total deposits 2,448,016 626,380 663,021 3,737,417
---------- ----------- ------------- --------- -------------- ------------
Borrowings 216,915 143,137 474 360,526
Other liabilities 35,767 7,582 - 15,857 - 59,206
---------- ----------- ------------- --------- -------------- ------------
Total Liabilities 2,700,698 777,099 - 679,352 - 4,157,149
Subordinated debt 100,000 - - 100,000
Capital Trust Securities 50,000 - - 50,000
Stockholders' Equity:
Preferred stock 50 - - 6 (6) (6) 50
Common stock 40,305 128 6,059 (2) 30 5,034 (7) 51,556
Additional paid in capital 75,974 67,541 (18,663) (3) 48,069 (19,154) (8) 153,767
Retained earnings 75,200 6,149 - 31,414 - 112,763
Treasury stock - (1,937) - (3,941) - (5,878)
Employee stock awards and
unallocated shares held
by ESOP, at cost. (708) - - (224) - (932)
Unrealized gain (loss)on
securities available for sale 9,448 (136) - (1,039) (6,204) (9) 2,069
---------- ------------ ------------- --------- ----------------- ---------
Total Stockholders' Equity 200,269 71,745 (12,604) 74,315 (20,330) 313,395
---------- ------------ ------------- --------- ----------------- ---------
Total Liabilities and
Stockholders' Equity
$3,050,967 $ 848,844 $(12,604) $ 753,667 $(20,330) $4,620,544
========== ============ ============= ========= ================= =========
Common shares outstanding
(in thousands) 22,669 12,776 2,844 28,997
Book value per common share $ 8.83 $ 5.62 $ 21.75 $ 10.81
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Notes to pro forma unaudited combined condensed balance sheet (dollars in
thousands):
<S> <C>
(1) Eliminate 1,177,500 shares owned by HUBCO of PFC Common Stock at a cost of
$12,604.
(2) Eliminate 12,775,963 shares of PFC common shares outstanding, $0.01 par value. $ (128)
Issuance of 3,479,539 shares of HUBCO Common Stock, $1.778 stated value 6,187
--------
$ 6,059
(3) Adjustment to Common Stock $ (6,059)
Eliminate HUBCO's investment in PFC of 1,177,500 shares of PFC Common Stock,
at cost $(12,604)
---------
$(18,663)
(4) Eliminate 54,200 shares owned by HUBCO of MSB Common Stock at a cost of
$1,166 and unrealized gain of $873 and 600,000 shares of MSB Preferred
Stock at a cost of $12,960 and an unrealized gain of $9,615.
(5) Elimination of deferred tax assets related to the unrealized gain of the
MSB common shares and preferred shares owned by HUBCO.
(6) Eliminate 600,000 shares of MSB Preferred Stock, $0.01 par value $ (6)
(7) Eliminate 3,045,000 shares of MSB common shares outstanding, $0.01 par value. $ (30)
Issuance of 2,848,263 shares of HUBCO Common Stock, $1.778 stated value 5,064
---------
$ 5,034
(8) Adjustment to Preferred Stock $ 6
Adjustment to Common Stock $ (5,034)
Eliminate HUBCO's investment in MSB of 54,200 shares of MSB Common Stock,
at cost and 600,000 shares of MSB Preferred Stock, at cost (14,126)
---------
$(19,154)
(9) Eliminate Unrealized gain on 54,200 shares of MSB Common Stock and 600,000
shares of MSB Preferred Stock, net of tax.
</TABLE>
<PAGE>
Pro Forma Unaudited Combined Condensed Statements of Income of
HUBCO, PFC, MSB and BOS
The following pro forma unaudited combined condensed statements of
income combine the historical consolidated statements of income of HUBCO
(restated as described below), PFC, MSB, and BOS giving effect to the
acquisitions which are accounted for as a pooling-of-interests, as if the
acquisitions had occurred on the first day of the applicable periods indicated
herein, and the pro forma adjustments described in the notes to the pro forma
combined financial statements. For the three months ended March 31, 1998, the
reported financial information for HUBCO included the effects of the merger with
BOS which was consummated on January 12, 1998 and, therefore, BOS is not shown
separately on the pro forma information for the quarter ending March 31, 1998.
The information set forth below should be read in conjunction with the
historical consolidated financial statements of HUBCO, PFC and MSB, and the
related notes thereto. Anticipated cost savings net of expected
acquisition-related expenses and restructuring charges are not expected to be
material to the acquisitions and therefore the pro forma financial data does not
give effect to these items. The pro forma financial statements of HUBCO included
in this Form 8-K are not restated to reflect the Completed Branch Purchase or
the Recently Completed Trust Preferred Issuance and do not reflect the Pending
Acquisitions. The historical amounts presented in future financial statements of
HUBCO for periods reported in this Form 8-K will differ and in certain cases,
will differ materially as a result of the effects of accounting for the Pending
Acquisitions, when consummated, as pooling of interests. The pro forma
information is not necessarily indicative of the results of operations which
would have been achieved had the acquisitions been consummated as of the
beginning of the periods for which such data are presented and should not be
construed as being representative of future periods. The financial information
also does not reflect one-time merger related and restructuring charges which
will be incurred in connection with the PFC and MSB acquisitions and Pending
Acquisitions.
<TABLE>
<CAPTION>
Pro forma Unaudited Combined Condensed Statements of Income
For the Three Months Ended March 31, 1998
($ in thousands, except per share data)
Pro Forma Pro Forma
HUBCO PFC MSB Adjustments Combined
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest on loans $ 40,582 $ 13,932 $ 8,068 $ - $ 62,582
Interest on securities 12,586 2,524 3,074 (284) (1) 17,900
Other interest income 561 7 1,096 - 1,664
--------- ----------- --------- -------------- -----------
Total Interest Income 53,729 16,463 12,238 (284) 82,146
--------- ----------- --------- -------------- -----------
Interest on deposits 13,421 7,080 6,210 - 26,711
Interest on borrowings 5,291 2,324 6 - 7,621
========= =========== ======== ============== ===========
Total Interest Expense 18,712 9,404 6,216 - 34,332
--------- ----------- --------- -------------- -----------
Net Interest Income before
provision for loan loss 35,017 7,059 6,022 (284) 47,814
Provision for loan losses 1,939 2,850 1,324 - 6,113
--------- ----------- --------- -------------- -----------
Net Interest Income after
provision for loan loss 33,078 4,209 4,698 (284) 41,701
Noninterest income 10,948 264 1,283 - 12,495
Noninterest expense 27,404 5,664 4,872 - 37,940
--------- ----------- --------- -------------- -----------
Income (loss) before income
taxes 16,622 (1,191) 1,109 (284) 16,256
Income tax provision (benefit) 5,652 (420) 439 - 5,671
--------- ----------- --------- -------------- -----------
Net Income (loss) $ 10,970 $ (771) $ 670 $ (284) $ 10,585
========= =========== ========= ============== ===========
Earnings per share:
Basic $ 0.48 $ (0.06) $ 0.14 $ 0.37
Diluted $ 0.48 $ (0.06) $ 0.13 $ 0.36
Weighted Average Common Shares:
(in thousands)
Basic 22,644 12,712 2,840 28,949
Diluted 22,952 13,474 2,881 29,527
See notes to pro forma unaudited combined condensed statements of income.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Pro forma Unaudited Combined Condensed Statements of Income
For the Year Ended December 31, 1997
($ in thousands, except per share data)
Pro Forma Pro Forma
HUBCO BOS PFC MSB Adjustments Combined
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest on loans $ 160,107 $ 7,945 $ 55,050 $ 29,622 $ - $ 252,724
Interest on securities 56,710 2,321 11,602 21,674 (1,134) (1) 91,173
Other interest income 1,224 131 71 1,868 - 3,294
------------- --------- ------------- ------------ --------------- ----------
Total Interest Income 218,041 10,397 66,723 53,164 (1,134) 347,191
------------- --------- ------------- ------------ --------------- ----------
Interest on deposits 53,855 3,613 28,211 28,653 - 114,332
Interest on borrowings 23,942 51 11,064 27 - 35,084
============= ========= ============= ============ =============== ==========
Total Interest Expense 77,797 3,664 39,275 28,680 - 149,416
------------- --------- ------------- ------------ --------------- ----------
Net Interest Income before
provision for loan loss 140,244 6,733 27,448 24,484 (1,134) 197,775
Provision for loan losses 7,327 1,203 1,850 1,565 - 11,945
------------- --------- ------------- ------------ --------------- ----------
Net Interest Income after
provision for loan loss 132,917 5,530 25,598 22,919 (1,134) 185,830
Noninterest income 41,107 543 3,574 4,738 - 49,962
Noninterest expense 93,593 5,351 24,484 23,854 - 147,282
------------- --------- ------------- ------------ --------------- ----------
Income before income taxes 80,431 722 4,688 3,803 (1,134) 88,510
Income tax provision 31,117 395 2,259 1,522 - 35,293
------------- --------- ------------- ------------ --------------- ----------
Net Income $ 49,314 $ 327 $ 2,429 $ 2,281 $ (1,134) $ 53,217
============= ========= ============= ============ =============== ==========
Earnings per share:
Basic $ 2.20 $ 0.26 $ 0.19 $ 0.40 $ 1.80
Diluted $ 2.10 $ 0.26 $ 0.18 $ 0.40 $ 1.73
Weighted Average Common Shares:
(in thousands)
Basic 22,156 1,234 12,595 2,838 29,164
Diluted 23,443 1,234 13,239 2,870 30,676
</TABLE>
See notes to pro forma unaudited combined condensed statements of income.
<PAGE>
<TABLE>
<CAPTION>
Pro forma Unaudited Combined Condensed Statement of Income
For the Year Ended December 31, 1996
($ in thousands, except per share data)
Pro Forma Pro Forma
HUBCO B0S PFC MSB Adjustments Combined
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest on loans $ 149,548 $ 7,224 $ 51,907 $ 24,636 $ - $ 233,315
Interest on securities 53,581 1,914 11,566 28,437 (1,102) (1) 94,396
Other interest income 1,053 189 147 1,277 - 2,666
----------- -------- ----------- ------------ ------------------ -----------
Total Interest Income 204,182 9,327 63,620 54,350 (1,102) 330,377
----------- -------- ----------- ------------ ------------------ -----------
Interest on deposits 62,704 3,342 25,834 30,710 - 122,590
Interest on borrowings 10,124 1 12,023 83 - 22,231
=========== ======== =========== ============ ================== ===========
Total Interest Expense 72,828 3,343 37,857 30,793 - 144,821
----------- -------- ----------- ----------- ------------------ -----------
Net Interest Income before
provision for loan losses 131,354 5,984 25,763 23,557 (1,102) 185,556
Provision for loan losses 12,295 225 850 1,400 - 14,770
----------- -------- ----------- ----------- ------------------ -----------
Net Interest Income after
provision for loan losses 119,059 5,759 24,913 22,157 (1,102) 170,786
Noninterest income 30,276 535 1,462 4,027 - 36,300
Noninterest expense 116,239 4,507 23,976 23,369 - 168,091
----------- -------- ----------- ------------ ------------------ -----------
Income before income taxes 33,096 1,787 2,399 2,815 (1,102) 38,995
Income tax provision 11,599 649 963 1,104 - 14,315
----------- -------- ----------- ------------ ------------------ -----------
Net Income $ 21,497 $ 1,138 $ 1,436 $ 1,711 $ (1,102) $ 24,680
=========== ======== =========== ============ ================== ===========
Earnings per share:
Basic $ 0.92 $ 0.92 $ 0.11 $ 0.22 $ 0.81
Diluted $ 0.88 $ 0.92 $ 0.11 $ 0.22 $ 0.79
Weighted Average Common Shares:
(in thousands)
Basic 22,508 1,230 12,547 2,780 29,440
Diluted 24,309 1,230 12,910 2,809 31,380
</TABLE>
See notes to pro forma unaudited combined condensed statements of income.
<PAGE>
<TABLE>
<CAPTION>
Pro forma Unaudited Combined Condensed Statement of Income
For the Year Ended December 31, 1995
($ in thousands, except per share data)
Pro Forma Pro Forma
HUBCO B0S PFC MSB Adjustments Combined
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest on loans $ 147,087 $ 7,064 $ 45,496 $ 19,831 $ - $ 219,478
Interest on securities 54,929 1,243 13,278 8,592 - 78,042
Other interest income 1,635 300 185 728 - 2,848
----------- -------- ------------ ------------ -------------- ------------
Total Interest Income 203,651 8,607 58,959 29,151 - 300,368
----------- -------- ------------ ------------ -------------- ------------
Interest on deposits 61,677 2,921 24,321 13,742 - 102,661
Interest on borrowings 8,763 24 11,154 1,441 - 21,382
=========== ======== ============ ============ ============== ============
Total Interest Expense 70,440 2,945 35,475 15,183 - 124,043
----------- -------- ------------ ------------ -------------- ------------
Net Interest Income before
provision for loan losses 133,211 5,662 23,484 13,968 - 176,325
Provision for loan losses 9,515 759 1,525 483 - 12,282
----------- -------- ------------ ------------ -------------- ------------
Net Interest Income after
provision for loan losses 123,696 4,903 21,959 13,485 - 164,043
Noninterest income 28,225 452 (5,914) 2,168 - 24,931
Noninterest expense 102,842 3,742 18,269 11,670 - 136,523
----------- -------- ------------ ------------ -------------- ------------
Income (loss) before income
taxes 49,079 1,613 (2,224) 3,983 - 52,451
Income tax provision
(benefit) 14,514 570 (18,486) 1,622 17,847 (2) 16,067
----------- -------- ------------ ------------ -------------- ------------
Net Income $ 34,565 $ 1,043 $ 16,262 $ 2,361 $(17,847) $ 36,384
=========== ======== ============ ============ ============== ============
Earnings per share:
Basic $ 1.52 $ 0.86 $ 1.30 $ 1.46 $ 1.27
Diluted $ 1.43 $ 0.86 $ 1.27 $ 1.42 $ 1.21
Weighted Average Common Shares:
(in thousands)
Basic 22,127 1,216 12,483 1,616 27,844
Diluted 24,205 1,216 12,855 1,664 30,082
</TABLE>
See notes to pro forma unaudited combined condensed statements of income.
<PAGE>
Notes to pro forma unaudited combined condensed statements of income (dollars in
thousands):
(1) Represents the elimination of preferred stock dividends previously paid by
MSB to HUBCO of $284 for the three months ended March 31, 1998 and $1,134 and
$1,102 for the years ended December 31, 1997 and 1996, respectively.
(2) Reprsents the restatement of PFC's historical 1995 statement of income to
reflect the reversal of federal tax benefits previously recognized by PFC as a
result of PFC's reversal of its valuation allowance on deferred tax assets. PFC
established a valuation allowance on both federal and state deferred tax assets
upon adoption of SFAS #109 in 1993 due to uncertainties regarding PFC's ability
to realize its deferred tax assets. Subsequently, as a result of improved
profitability in 1995, the valuation allowance was reversed, resulting in
significant income tax benefits in 1995. The pro forma adjustment to income tax
provision (benefit) is a reversal of the federal portion of the tax benefits
described above.
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 thereto duly authorized.
HUBCO, INC.
JOSEPH F. HURLEY
Dated: July 6, 1998 By: _________________________________
Joseph F. Hurley
Chief Financial Officer
