HUBCO INC
8-K, 1998-04-20
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) April 15, 1998


                                   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>


Item 5.  Other Events
- -------  ------------

         HUBCO, Inc.,  ("HUBCO") on April 15, 1998,  announced its first quarter
1998 earnings.

         First quarter fully diluted  earnings per share  increased to $0.48 per
share from $0.47 in 1997 including merger related costs.  Excluding $2.3 million
of merger related and  restructuring  charges,  fully diluted earnings per share
were up 17% to $0.55 per share  versus  $0.47 per share for the same period last
year.  This  resulted  in a Return  on  Average  Assets of 1.73% and a Return on
Average  Equity of 26.17% for the  quarter  compared to 1.47% and 21.31% for the
1997 period, respectively, excluding merger costs.

         The merger related and restructuring  charges relate to consummation of
HUBCO's  acquisition  of The Bank of  Southington,  which was accounted for as a
pooling  of   interests.   HUBCO's  first  quarter  1998  results  also  reflect
consummation of HUBCO's  acquisition of Security  National Bank, which closed on
February 6, 1998 and was accounted for as a purchase.

         HUBCO's  net  interest  margin for the first  quarter of 1998 was 5.28%
compared to 4.96% last year. Other income,  excluding security gains,  increased
6% during the first quarter of 1998.  Excluding  non-recurring 1997 items, other
income increased 20% driven by significantly  higher fee income in the trust and
Shoppers Charge divisions.

         Overhead  expenses  for the first  quarter of 1998 were $25.1  million,
excluding merger related  charges,  compared with $24.2 million a year ago. This
increase is due to  additional  staffing and other costs related to the planning
and integration of acquired or soon to be acquired companies. HUBCO's efficiency
ratio (a ratio of overhead expense to recurring tax equivalent income) was 53.9%
for the first quarter of 1998.

         Total non-performing assets of $41.08 million (1.35% of assets) were up
from $37.20 million a year ago and from $38.94 million at year end. The increase
is related primarily to the mortgage portfolios which are collateralized by real
property  and,  therefore,  losses  should  be  mitigated  by the  value of such
collateral.  The Allowance for Possible Loan Losses totaled $40.34  million,  up
from  $37.16  million  a year ago and  $39.24  million  at  December  31,  1997,
representing 107% of non-performing  loans and 2.20% of the loan portfolio as of
March 31, 1998.

         HUBCO's  total  assets at March  31,  1998 were  $3.05  billion.  Loans
totaled $1.84 billion,  deposits were $2.45 billion and stockholders' equity was
$200.3  million.


Item 7.   Exhibits
- -------   --------

     99(a)     Press Release dated April 15, 1998
   

                                   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 thereunto duly authorized.

                                       HUBCO, INC.

Dated: April 16, 1998              By: KENNETH T. NEILSON
                                       -------------------------------------
                                       Kenneth T. Neilson, Chairman
                                       President and Chief Executive Officer


<PAGE>


                                INDEX TO EXHIBIT


Exhibit No.              Description
- ----------               -----------

     99(a)               Press Release dated April 15, 1998




                                                           HUBCO, INC.
                                                           1000 MacArthur Blvd.
                                                           Mahwah, NJ  07430
                                                           (NASDAQ:  HUBC)



AT THE COMPANY:                         AT THE FINANCIAL RELATIONS BOARD, INC.
Kenneth T. Neilson, Chairman            Kerry Thalheim/Regina Lenihan
Pres. & CEO - (201) 236-2631            675 Third Avenue
D. Lynn Van Borkulo-Nuzzo               New York, NY  10017
Executive Vice President                (212) 661-8030
(201) 236-2641

FOR IMMEDIATE RELEASE
April 15, 1998

                HUBCO, INC. REPORTS STRONG FIRST QUARTER RESULTS

         Mahwah, New Jersey, April 15, 1998--HUBCO,  Inc.  (NASDAQ:HUBC),  today
reported a 17%  increase in first  quarter  core  earnings  which  exclude  $2.3
million of merger related and restructuring  charges.  These costs relate to the
consummation of the Bank of Southington  acquisition that was accounted for on a
pooling  basis of  accounting.  The  results  also  reflect the  acquisition  of
Security  National Bank under the purchase method of accounting from the closing
of that  transaction  on February 6, 1998.  The results are  reported  here both
before and after all such charges.

         First quarter fully diluted  earnings per share  increased to $0.48 per
share  ($11.0  million)  from $0.47  ($11.7  million) in 1997  including  merger
related costs.  Excluding merger costs, fully diluted earnings per share were up
17% to $0.55 per share ($12.6  million)  versus $0.47 per share ($11.7  million)
for the same period last year.  This  resulted in a Return on Average  Assets of
1.73% and a Return on Average Equity of 26.17% for the quarter compared to 1.47%
and 21.31% for the 1997 period, respectively, excluding merger costs.

         HUBCO's  net  interest  margin for the first  quarter of 1998 was 5.28%
compared to 4.96% last year. Other income,  excluding security gains,  increased
6% during  the first  quarter  of 1998 to $8.08  million  on a  reported  basis.
Excluding  non-recurring  1997  items,  other  income  increased  20%  driven by
significantly higher fee income in the trust and Shoppers Charge divisions.

         Overhead  expenses  for the first  quarter of 1998 were $25.1  million,
excluding merger related  charges,  compared with $24.2 million a year ago. This
increase  was  primarily  attributable  to  additional  staffing and other costs
related to the  planning  and  integration  of  acquired  or soon to be acquired
companies.  HUBCO's  efficiency  ratio (a ratio of overhead expense to recurring
tax equivalent income) was 53.9% for the first quarter of 1998.

         Total non-performing assets of $41.08 million (1.35% of assets) were up
from $37.20 million a year ago and from $38.94 million at year end. The increase
is primarily related to the mortgage portfolios which are collateralized by real
property  and,  therefore,  losses  should  be  mitigated  by the  value of such
collateral.  The Allowance for Possible Loan Losses totaled $40.34  million,  up
from  $37.16  million  a year ago and  $39.24  million  at  December  31,  1997,
representing 107% of non-performing  loans and 2.20% of the loan portfolio as of
March 31, 1998.

         HUBCO's  total  assets at March  31,  1998 were  $3.05  billion.  Loans
totaled $1.84 billion,  deposits were $2.45 billion and stockholders' equity was
$200.3  million.  All  regulatory  capital  ratios exceed those  necessary to be
considered a well-capitalized institution.

         HUBCO,  Inc. is the bank holding  company for Hudson  United Bank which
operates 61 branches in Northern New Jersey and  Lafayette  American  Bank which
operates 34 branches in Connecticut.  Two pending acquisitions in New York State
will add a third bank to the HUBCO holding company operating under the name Bank
of the Hudson with 32 branches.  In  addition,  HUBCO  announced  the signing of
merger agreements with Community Financial Holding  Corporation,  Westmont,  NJ,
Dime Financial  Corporation of Wallingford,  CT, and IBS Financial  Corporation,
Cherry Hill, NJ. The company also has pending the purchase of 23 branches in the
tri-state  area  from  First  Union  Corporation.   After  closing  all  pending
acquisitions,  HUBCO, Inc. will have approximately 160 offices with total assets
of approximately 160 offices with total assets of approximately $7.0 billion and
will be the second largest financial institution headquartered in New Jersey.

<PAGE>

<TABLE>
<CAPTION>

                                  HUBCO, INC.

                              Financial Highlights
                     (In thousands, except per share data)

                                                    Three Months Ended
                                                        March 31
                                                    ------------------
                                                     1998       1997
                                                     ----       ----
<S>                                               <C>          <C>
Including merger related charges:
- ---------------------------------
Net Interest Income                                 $35,017    $35,985
Provision for Possible Loan Losses                    1,939      1,734
Net Income                                           10,970     11,668
Basic Earnings Per Share                                .48        .50
Diluted Earnings Per Share                              .48        .47

Excluding merger related charges:
- ---------------------------------
Net Income                                           12,590     11,668
Basic Earnings Per Share                                .56        .50
Diluted Earnings Per Share                              .55        .47

Weighted Average Shares Outstanding                  22,644     23,024


                                                      As of March 31,
                                                     1998       1997
                                                     ----       ----


Total Assets                                      $3,050,967   $3,196,884
Total Loans                                        1,836,360    1,930,736
Total Deposits                                     2,448,016    2,557,806
Stockholders' Equity                                 200,269      217,192

</TABLE>


Weighted  Average Shares  Outstanding have been  retroactively  adjusted for the
effects of acquisitions  accounted for as poolings of interest,  stock dividends
and stock splits.


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