HUBCO INC
8-K/A, 1998-05-15
STATE COMMERCIAL BANKS
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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 20, 1997


                                   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) 236-2600
                         (Registrant's Telephone Number)


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           This Form 8-K/A amends the Current Report on Form 8-K of HUBCO,  Inc.
("HUBCO")  dated October 22, 1997 (the  "Original Form 8-K"),  previously  filed
with the Securities and Exchange  Commission  (the  "Commission").  The Original
Form 8-K was filed to report the announcement of the (then proposed) acquisition
by HUBCO of  Poughkeepsie  Financial  Corp.  ("PFC")  and the Bank of the Hudson
("BTH"),  a federal  savings bank wholly  owned by PFC.  The  Original  Form 8-K
reported  this event under Item 5. This Form 8-K/A amends the Original  Form 8-K
by identifying it as an Item 2 filing, by updating the information regarding the
consummation  of  the  PFC  transaction  and  by  representing   that  financial
statements and pro forma financial information will be filed by amendment.

           Information required by this form has been previously reported by the
registrant in its  Registration  Statement on Form S-4 filed with the Commission
on December 15, 1997, its Amendment No. 1 to the Registration  Statement on Form
S-4/A  filed with the  Commission  on January  30,  1998,  and its  Registration
Statement on Form S-4 filed with the Commission on May 15, 1998.

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 December  31,  1997,  PFC had total  assets of $875
million,   total   deposits  of  $620  million  and   stockholders'   equity  of
approximately $72 million.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

           (a) The financial  statements  required by this item will be filed by
amendment prior to July 8, 1998.

           (b) The pro forma financial  information  statements required by this
item will be filed by amendment prior to July 8, 1998

           (c) The following  exhibit was previously  filed as an exhibit to the
registrant's  Form 8-K filed  with the  Commission  on  December  12,  1997 (the
"December 12, 1997 Form 8-K") and thus is not included in this filling:

           (1)       Amended and Restated  Agreement and Plan of Merger dated as
                     of  October  22,  1997  among  HUBCO,  Inc.,   Poughkeepsie
                     Financial Corp. and Bank of the Hudson (Exhibit 99.2 to the
                     December 12, 1997 Form 8-K)


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                                   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.

                                               D. LYNN VAN BORKULO-NUZZO
Dated: May 15, 1998                        By: __________________________
                                               D. Lynn Van Borkulo-Nuzzo
                                               Executive Vice President and
                                               Corporate Secretary




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