SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K/A
(Amendment No. 2)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 or 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
---- OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
---- of the SECURITIES EXCHANGE ACT OF 1934
For the transition period from ------------ to ------------
Commission file number
-------------------
HUBCO, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-2405746
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
-------------------------------------------------------------------------
(Address, including zip code of registrant's principal executive offices)
(201) 236-2600
---------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
--------------------------
Common Stock, no par value
Series A Preferred Stock
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
---
The aggregate market value of the voting common stock held by
non-affiliates of the Registrant, as of March 26, 1997 was $477,151,051.
The number of shares of Registrant's Common Stock, no par value,
outstanding as of March 26, 1997 was 21, 522,484.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) (1) & (2) List of Financial Statements and Financial Statement Schedules
The below listed consolidated financial statements and report
of independent public accountants of HUBCO, Inc. and
subsidiaries, included in HUBCO's 1996 Annual Report are
incorporated by reference in Item 8:
Report of Independent Public Accountants which has been
modified and is included herein as Exhibit 99. This supersedes
the Report of Independent Public Accountants filed as part of
HUBCO's 1996 Annual Report incorporated by reference into this
10-K.
Consolidated Balance Sheets at December 31, 1996 and 1995
Consolidated Statements of Income for the Years Ended December
31, 1995 and 1994
Consolidated Statements of Changes in Stockholders' Equity for
the Years Ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements.
Schedules to the Consolidated Financial Statements required by Article 9
of Regulation S-X are not required under the related
instructions or are inapplicable, and therefore have been
omitted.
(a) (3) Exhibits
List of Exhibits
+ (3a) The Restated Certificate of Incorporation of HUBCO, Inc. filed
January 31, 1997.
+ (3b) The By-Laws of HUBCO, Inc.
+ (4a) Indenture dated as of January 14, 1994 between HUBCO,
Inc. and Summit Bank as Trustee for $25,000,000 7.75%
Subordinated Debentures due 2004. (Incorporated by reference
from the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, Exhibit (4))
+ (4b) Indenture dated as of September 13, 1996 between HUBCO,
Inc. and Summit Bank as Trustee for $75,000,000 8.20%
Subordinated Debentures due 2006. (Incorporated by reference
from the Company's Current Report on Form 8-K dated September
16, 1996.)
+ (4c) Indenture dated January 31, 1997 between HUBCO, Inc. and
the Bank of New York as Trustee for $50,000,000 8.98% Junior
Subordinated Debentures due February 1, 2027. (Incorporated by
reference from the Company's Current Report on Form 8-K dated
February 11, 1997.)
+ (10a) Agreement and Plan of Merger dated as of February 5,
1996, between HUBCO, Inc. and Lafayette American Bank and
Trust Company. (Incorporated by reference from the Company's
Current Report on Form S-4 dated March 19, 1996.)
+ (10b) Stock Option Agreement dated as of February 5, 1996,
between HUBCO, Inc. and Lafayette American Bank and Trust
Company. (Incorporated by reference from the Company's Current
Report on Form 8-K dated February 6, 1996.)
+ (10c) Agreement and Plan of Merger dated as of April 28, 1996,
between HUBCO, Inc., Hudson United Bank, Lafayette American
Bank and Trust, Hometown Bancorporation, Inc. and The Bank of
Darien. (Incorporated by reference from the Company's Current
Report on Form 8-K dated May 2, 1996.)
+ (10d) Stock Option Agreement dated as of April 28, 1996,
between HUBCO, Inc. and Hometown Bancorporation, Inc.
(Incorporated by reference from the Company's Current Report
on Form 8-K dated February 6, 1996.)
+ (10e) Agreement and Plan of Merger dated as of June 21, 1996,
between HUBCO, Inc., Hudson United Bank, Lafayette American
Bank and Trust, Westport Bancorp, Inc. and The Westport Bank &
Trust Company (Incorporated by reference from the Company's
Current Report on Form 8-K dated July 2, 1996.)
+ (10f) Stock Option Agreement dated as of June 21, 1996,
between HUBCO, Inc. and Westport Bancorp, Inc. (Incorporated
by reference from the Company's Current Report on Form 8-K
dated July 2, 1996.)
+ (10g) Change in Control, Severance and Employment Agreement
with Kenneth T. Neilson dated January 1, 1997.
+ (10h) Change in Control, Severance and Employment Agreement
with D. Lynn Van Borkulo-Nuzzo dated January 1, 1997.
+ (10i) Change in Control, Severance and Employment Agreement
with John F. McIlwain dated January 1, 1997.
+ (10j) Change in Control, Severance and Employment Agreement
with Karen Foley dated January 1, 1997.
+ (10k) HUBCO Supplemental Employees' Retirement Plan dated
January 1, 1996.
+ (10l) Collective Bargaining Agreement with Local 153 of the
Office and Professional Employees International Union, dated
March 1, 1996. (Incorporated by reference from the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, Exhibit.)
+ (10m) HUBCO, Inc. Directors Deferred Compensation Plan.
(Incorporated by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994,
Exhibit.)
+ (10n) Agreement and Plan of Merger dated as of August 18, 1995
among HUBCO, Inc., Hudson United Bank, Growth Financial Corp
and Growth Bank. (Incorporated by reference from the Company's
Current Report on Form 8-K filed August 24, 1995.)
+ (10o) Agreement and Plan of Merger dated August 15, 1996,
between HUBCO, Inc., Lafayette American Bank and Trust, UST
Corp. and UST Bank/Connecticut (Incorporated by reference from
the Company's Current Report on Form 8-K filed August 22,
1996.)
+ (13) Those portions of HUBCO's 1996 Annual Report which are
incorporated by reference into this 10-K.
+ (22) List of Subsidiaries.
+ (27) Financial Data Schedule.
* (99) Report of Independent Public Accountants.
+ Previously filed
* Filed herewith
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the Township of
Mahwah, State of New Jersey, on January 30, 1998
HUBCO, INC.
By: KENNETH T. NEILSON
---------------------------------------
Kenneth T. Neilson, Chairman, President
and Chief Executive Officer
<PAGE>
Exhibit 99
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors of HUBCO, Inc.:
We have audited the accompanying consolidated balance sheets of HUBCO, Inc. (a
New Jersey corporation) and subsidiaries as of December 31, 1996 and 1995, and
the related consolidated statements of income, changes in stockholders' equity
and cash flows for each of the three years in the period ended December 31,
1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HUBCO, Inc. and subsidiaries as
of December 31, 1996 and 1995, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 27, 1997
