SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
/x/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the fiscal year ended December 31, 1998.
/ / TRANSACTION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transaction period from ________________ to _______________.
Commission file number: 333-28729
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
HUBCO, Inc. and Subsidiaries Savings and Investment Plan for
Bargaining Unit Employees
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Hudson United Bancorp
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
<PAGE>
Required Information
Item 4
In lieu of the financial statements required by Item 1-3, the Plan is
submitting financial statements prepared in accordance with the financial
reporting requirements of ERISA (without scope limitations) for the fiscal years
ended December 31, 1997 and December 31, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan
administrators have duly caused this Form 11-K to be signed on their behalf by
the undersigned, thereunto duly authorized, in the Township of Mahwah, State of
New Jersey, on June 30, 1999.
HUBCO, Inc. and Subsidiaries Savings and
Investment Plan for Bargaining Unit Employees
D. LYNN VAN BORKULO-NUZZO
By: ---------------------------------------------
Name: D. Lynn Van Borkulo-Nuzzo
Title: Plan Administrator
<PAGE>
EXHIBIT
HUBCO, Inc. And Subsidiaries Savings And Investment Plan
For Bargaining Unit Employees
Financial Statements As Of December 31, 1998 And 1997
Together With
Report Of Independent Public Accountants
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To HUBCO, Inc.:
We have audited the accompanying statements of net assets applicable to
participants' equity of the HUBCO, Inc. and Subsidiaries Savings and Investment
Plan for Bargaining Unit Employees (the "Plan") as of December 31, 1998 and
1997, and the related statement of changes in net assets applicable to
participants' equity with fund information for the year ended December 31, 1998.
These financial statements and schedules referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and schedules 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 net assets applicable to participants' equity of the
Plan as of December 31, 1998 and 1997, and the changes in net assets applicable
to participants' equity for the year ended December 31, 1998, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in the
statement of changes in net assets applicable to participants' equity with Fund
Information is presented for purposes of additional analysis rather than to
present the changes in net assets applicable to participants' equity with Fund
Information for each fund. The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in our audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
June 15, 1999
<PAGE>
HUBCO, INC. AND SUBSIDIARIES SAVINGS AND INVESTMENT PLAN
FOR BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
AS OF DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
------------- -------------
<S> <C> <C>
ASSETS:
Cash and short-term investments, at cost which approximates
fair market value $460 $3,112
Investments, at fair market value-
Mutual Funds 325,625 267,231
Common stock of Hudson United Bancorp 133,996 146,641
------------- -------------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY $460,081 $416,984
============= =============
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE>
HUBCO, INC. AND SUBSIDIARIES SAVINGS AND INVESTMENT PLAN
FOR BARGAINING UNIT EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO PARTICIPANTS'
EQUITY WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Federated Securities Corp.
--------------------------
Intermediate
Employer Government Stock
Stock Fund Trust Trust
--------- --------- ---------
<S> <C> <C> <C>
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, beginning of year .............. $ 149,753 $ 124,789 $ 57,306
ADDITIONS (DEDUCTIONS):
Contributions-
Employees ................................................................ 6,065 20,741 9,341
Employer ................................................................. 11,387 0 0
Transfers to (from) funds .................................................. (119) (505) 311
Net realized/unrealized appreciation (depreciation) of investments ......... (28,026) 9,706 10,590
Distributions .............................................................. (2,343) (13,191) (2,187)
--------- --------- ---------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, end of year .................... $ 136,717 $ 141,540 $ 75,361
========= ========= =========
<CAPTION>
Federated Securities Corp.
--------------------------
Growth Stock and
Trust Bond Fund Total
--------- --------- ---------
<S> <C> <C> <C>
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, beginning of year ............ $ 55,674 $ 29,462 $ 416,984
ADDITIONS (DEDUCTIONS):
Contributions-
Employees .............................................................. 6,243 3,231 45,621
Employer ............................................................... 0 0 11,387
Transfers to (from) funds ................................................ 32 281 0
Net realized/unrealized appreciation (depreciation) of investments ....... 9,691 3,462 5,423
Distributions ............................................................ (1,403) (210) (19,334)
--------- --------- ---------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, end of year .................. $ 70,237 $ 36,226 $ 460,081
========= ========= =========
</TABLE>
The accompanying notes to financial statements are an integral
part of this statement.
<PAGE>
HUBCO, INC. AND SUBSIDIARIES SAVINGS AND INVESTMENT PLAN
FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN:
The HUBCO, Inc. and Subsidiaries Savings and Investment Plan for
Bargaining Unit Employees (the "Plan") is a defined contribution plan
covering all bargaining unit employees of Hudson United Bancorp, formerly
HUBCO, Inc. (the "Company"). The Plan became effective July 1, 1992. At
that time, the balances of the bargaining unit employees were transferred
out of the Savings and Investment Plan for Non-Bargaining Unit Employees.
Employees are eligible to be admitted to the Plan upon completion of one
year of service and attainment of age 21. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Plan participants may make a basic contribution of 3% to 6% of their
annual compensation, as defined. The Company contributes 25% of each
employee's basic contribution to a maximum of 6% of eligible
compensation. Effective January 1, 1997, the Plan was amended to indicate
that all employer contributions will be allocated to the Employer Stock
Fund.
All participants are immediately and fully vested in all participant
contributions and the assets derived from their investment. Employees
become fully vested in Company contributions and the assets derived from
their investment in the event of any one of the following: attainment of
age 65, upon retirement due to disability, death, plan termination, or
the completion of five years of service with the Company. Forfeitures of
nonvested Company contributions for participants are used to reduce
Company matching contributions to the Plan.
Under the provisions of the Plan, participating employees may elect to
invest their contributions in the following five investment funds.
Federated Intermediate Invests in United States
Government Trust Government Agency Securities
that generally mature within
five years from the date of
purchase.
Federated Stock Trust Invests in a portfolio of
common stocks with an emphasis
on large capitalized companies.
Federated Growth Trust Invests in common stock of
companies with prospects for
above average growth.
Federated Stock and Invests in a balanced portfolio
Bond Fund of high quality common stocks,
United States Government Agency
Securities and corporate bonds
rated "A" or better.
Employer Stock Fund Established to invest in the
common stock of Hudson United
Bancorp (formerly HUBCO, Inc.)
<PAGE>
Pursuant to a Plan provision, upon termination of employment, or if prior
to termination upon approval of the Plan administrator, employees may
receive a lump sum payment equal to the value of their account unless
another method of payment has been selected and agreed to by the Employee
Benefits Committee. Benefit payments are distributed in cash to employees
participating in the Federated Income Funds. Benefit payments are
distributed to participants in the Employer Stock Fund in the form of the
Company's stock, unless there are fractional shares which are distributed
in cash.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The accounting records of the Plan are maintained on the accrual basis
and investment transactions are recorded on a settlement date basis.
Investments are stated at their aggregate fair value. Investments which
are traded on a national securities exchange are valued at the last
reported sales price on the last business day of the Plan year. The
market value of the participation units in the Federated funds is based
on quoted market value on the last business day of the Plan year.
Expenses related to the administration of the Plan are paid for by the
Company. All trust expenses are paid by the Plan.
The change in the difference between fair value and the cost of
investments is reflected in the statement of changes in net assets
applicable to participants' equity with fund information as net
appreciation (depreciation) of investments, along with gains or losses
realized on the sale of investments, which are determined using a
specific identification basis.
(3) INVESTMENTS:
The Plan's investments are held by Hudson United Bank (a subsidiary of
the Company) and Federated Securities Corp.
The fair value of individual investments that represent 5% or more of the
Plan's year-end net assets are as follows-
<TABLE>
<CAPTION>
1998 1997
-------------- --------------
<S> <C> <C>
Hudson United Bancorp Common Stock $133,996 $146,641
Federated Intermediate Government Trust 141,653 124,789
Federated Growth Trust 70,482 55,674
Federated Stock Trust 75,675 57,306
Federated Stock and Bond Fund 36,359 29,462
</TABLE>
(4) TRANSACTIONS WITH PARTIES IN INTEREST:
At December 31, 1998 and 1997, the Plan held 4,448 and 3,860 shares of
common stock, respectively, of the Company with a fair value of $133,996
and $146,641, respectively. The shares were originally acquired at cost
of $85,603 and $65,992, respectively. Dividend income from this
investment was $7,972 and $7,697 for the years ended December 31, 1998
and 1997, respectively.
<PAGE>
(5) INCOME TAX STATUS:
The Plan has received a favorable determination letter dated April 6,
1995 from the Internal Revenue Service indicating that the Plan is a
qualified trust and exempt from Federal income taxes under Sections
401(a) and 401(k) of the Internal Revenue Code ("IRC"). The Plan is
required to operate in conformity with the IRC to maintain its
qualification. The Plan Sponsor believes that the Plan is currently
designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Accordingly, no provision for
Federal income taxes has been provided in the accompanying financial
statements.
Employees participating in the Plan are not subject to Federal income tax
on amounts contributed until such time that their participating interest
in the Plan is distributed to them.
(6) PLAN TERMINATION:
Although Hudson United Bancorp has not expressed any intent to do so,
Hudson United Bancorp has the right under the Plan to terminate the Plan
subject to the provision of ERISA.
<PAGE>
SCHEDULE I
HUBCO, INC. AND SUBSIDIARIES SAVINGS AND INVESTMENT PLAN
FOR BARGAINING UNIT EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
EMPLOYER IDENTIFICATION NUMBER 22-2405746
PLAN #004
<TABLE>
<CAPTION>
(e) Current
(a) (b) Identity of Issuer (c) Description of Investment (d) Cost Value
---
-------------------------- -------------------------------------- ------------- ---------------
<S> <C> <C> <C>
MUTUAL FUNDS:
Federated 1,180 units of Federated
Securities Corp. Money Market Trust $1,180 $1,180
Federated 13,002 units of Federated
Securities Corp. Intermediate Government Trust 134,564 141,653
Federated 2,055 units of Federated Stock Trust 70,029 75,675
Securities Corp.
Federated 2,445 units of Federated Growth Trust 56,608 70,482
Securities Corp.
Federated 1,925 units of Federated Stock and
Securities Corp. Bond Fund 34,002 36,359
------------- --------------
296,383 325,349
COMMON STOCK:
* Hudson United 4,448 shares common stock
Bancorp, Inc. 85,603 133,996
------------- --------------
$381,986 $459,345
============= ==============
</TABLE>
* Denotes party-in-interest
The accompanying notes to financial statements
are an integral part of this schedule.
<PAGE>
SCHEDULE II
HUBCO, INC. AND SUBSIDIARIES SAVINGS AND INVESTMENT PLAN
FOR BARGAINING UNIT EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1998
EMPLOYER IDENTIFICATION NUMBER 22-2405746
PLAN #004
<TABLE>
<CAPTION>
(e) Current Value of
Number of (c) Purchase (d) Cost of Asset on
(a) Identity of Party Involved (b) Description of Asset Transactions Price Asset Transaction Date
- -------------------------------- --------------------------- -------------- ------------- ----------- ------------------
<S> <C> <C> <C> <C> <C>
Federated Securities Corp. 2,655 units of Federated 37 $28,553 $28,553 $28,553
Intermediate Government
Trust
Hudson United Bancorp 785 shares of Hudson United 19 21,545 21,545 21,545
Bancorp Common Stock
</TABLE>
(A) Reportable transactions are those purchases and sales of the same security
which, individually or in the aggregate, exceed 5% of Plan assets as of the
beginning of the Plan year.
The accompanying notes to financial statements are an integral
part of this schedule.
