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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) July 17, 1998
HUBCO, INC.
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation)
1-10699 22-2405746
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(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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Item 5. Other Events
HUBCO, Inc. ("HUBCO" or the "Company") on July 17, 1998, issued a press
release announcing an increase in its quarterly cash dividend to $0.25 per
common share and a 3% stock dividend. The $0.25 per share cash dividend will be
payable on September 1, 1998 to stockholders of record on August 14, 1998. The
3% stock dividend will be distributed on September 1, 1998 to shareholders of
record on August 14, 1998. The stock dividend will be implemented after the cash
dividend; thus, the cash dividend will not be paid on the dividended shares.
HUBCO's press release is attached as an Exhibit to this Current Report on Form
8-K.
HUBCO anticipates consummating it pending acquisitions of Community
Financial Holding Corporation ("CFHC") and IBS Financial Corp. ("IBSF") on
August 14, 1998, the dividend record date. HUBCO intends to make the CFHC and
IBSF mergers effective prior to the close of business on that date, so that the
$.025 quarterly cash dividend and the 3% stock dividend will be payable on the
shares of HUBCO Common Stock issued to CFHC and IBSF shareholders in their
respective mergers.
HUBCO anticipates consummating its pending acquisition of Dime
Financial Corporation ("DFC") on a date which falls after the August 14, 1998
record date for HUBCO's 3% stock dividend. Thus, the stock dividend will trigger
the anti-dilution provisions contained in the Agreement and Plan of Merger dated
as of March 31, 1998 among HUBCO, Lafayette American Bank, DFC and The Dime
Savings Bank of Wallingford (the "DFC Merger Agreement"). HUBCO anticipates the
following anti-dilution adjustments pursuant to the DFC Merger Agreement:
1. Pursuant to Section 2.1(a) of the DFC Merger Agreement,
the Exchange Ratio (as such term is defined in the DFC
Merger Agreement) is calculated by dividing $38.25 by
the Median Pre-Closing Price of HUBCO Common Stock (as
such term is defined in the DFC Merger Agreement). The
$38.25 amount remains unchanged. However, the Median
Pre-Closing Price will be determined on a post-stock
dividend basis. This means that any HUBCO Common Stock
prices used in calculating the Median Pre-Closing Price
which are from dates earlier than the "ex-dividend" date
for HUBCO's 3% stock dividend (i.e., earlier than August
12, 1998) will be divided by 1.03 to obtain the
effective post-dividend price before calculating Median
Pre-Closing Price. Then, Median Pre-Closing Price will
be calculated as otherwise set forth in the DFC Merger
Agreement.
2. Pursuant to Section 2.1(a) of the DFC Merger Agreement,
the Exchange Ratio is subject to a Maximum Exchange Ratio
of 1.05 and a Minimum Exchange Ratio of 0.93. These
"collars" will be multiplied by 1.03 to obtain the new
Maximum Exchange Ratio (1.0815) and Minimum Exchange Ratio
(0.9579).
3. Pursuant to Section 2.1(a) of the DFC Merger Agreement,
DFC has certain rights to terminate the agreement if the
Median Pre-Closing Price of HUBCO Common Stock at the
Determination Date (as such term is defined in the DFC
Merger Agreement) is less than $31.43. If the
Determination Date is on or after the "ex-dividend" date
for HUBCO's 3% stock dividend (i.e., on or after August
12, 1998), the $31.43 figure will be divided by 1.03 to
obtain the new walkaway price ($30.51).
HUBCO is a bank holding company for Hudson United Bank in New Jersey,
Lafayette American Bank in Connecticut and Bank of the Hudson in New York. In
addition to the pending acquisitions of CFHC, IBSF and DFC, HUBCO also has
pending the purchase of two New York branches of First Union National Bank.
After closing these acquisitions, HUBCO will have approximately 160 offices and
$6.5 billion in assets.
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Item 7. Exhibits
99 Press Release dated July 17, 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: July ___, 1998 By:
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D. Lynn Van Borkulo-Nuzzo,
Executive Vice President and
Corporate Secretary
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INDEX TO EXHIBIT
Exhibit No. Description
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99 Press Release dated July 17, 1998
HUBCO, INC.
1000 MacArthur Blvd.
Mahwah, NJ 07430
(NASDAQ: HUBC)
AT HUBCO:
Kenneth T. Neilson, Chairman Joseph F. Hurley
Chairman, President & CEO Executive Vice President & CFO
(201) 236-2631 (201) 236-6141
FOR IMMEDIATE RELEASE
July 17, 1998
HUBCO, INC. ANNOUNCES CASH DIVIDEND
Mahwah, New Jersey, July 17, 1998 -- The Board of Directors of HUBCO,
Inc. today announced a 3% stock dividend along with an increase in the quarterly
cash dividend to $.25 (twenty five cents) per common share. Both dividends have
a record date of August 14, 1998 and a payable date of September 1, 1998.
The combined dividend increase of 28% is a reflection of HUBCO's
continued growth and financial results, according to Kenneth T. Neilson,
Chairman. The dividend increase was preceded by an earnings release which
reported a 24% increase in earnings per share for the second quarter excluding
merger related and restructuring charges.
HUBCO, Inc. is the bank holding company for Hudson United Bank in New
Jersey. Lafayette American Bank in Connecticut and Bank of the Hudson in New
York. HUBCO has three pending acquisitions: Community Financial Holding
Corporation of Westmont, New Jersey, Dime Financial Corporation of Wallingford,
Connecticut and IBS Financial Corporation of Cherry Hill, New Jersey, as well as
the purchase of two New York branches of First Union National Bank. After
closing these acquisitions, HUBCO, Inc. will have approximately 160 offices and
$6.5 billion in assets.
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