REGISTRATION NO. 333-74503
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HUDSON UNITED BANCORP
(Exact Name of Registrant as Specified in Its Charter)
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New Jersey 22-2405746
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(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation)
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
(201) 236-2600
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(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
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Kenneth T. Neilson
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
(201) 236-2600
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: May 19, 1999
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE* OFFERING PRICE* FEE
<S> <C> <C> <C> <C>
Common Stock, 3,000,000 shares $33.66 $100,980,000 $28,073
no par value
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) based upon the average of the high and low prices reported in the
consolidated reporting system on March 15, 1999.
** This fee has already been paid in full with the initial filing of the
Registration Statement on Form S-3.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
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PROSPECTUS
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HUDSON UNITED BANCORP
Customer Appreciation Stock Purchase Plan
(Common Stock)
By this prospectus, we are offering our customers the one-time
opportunity to participate in a Customer Appreciation Stock Purchase Plan. The
plan gives eligible customers of Hudson United Bank a simple and convenient way
to become Hudson United Bancorp (formerly HUBCO, Inc.) shareholders by
purchasing our common stock without paying commissions and at a discount from
the market price.
Customers who participate in the plan will purchase shares through
Hudson United's transfer agent, American Stock Transfer & Trust Company. Persons
who are not already shareholders will purchase shares through Hudson Trader
Investment Services, Inc., a registered broker-dealer. To participate, you
should fill out the attached enrollment and authorization form and return it to
American Stock Transfer with the appropriate form of payment no earlier than May
19, 1999, when the plan will be initiated, and prior to June 14, 1999, when the
plan expires. Forms and payments received before May 19, 1999, will not be
accepted. In order to participate in the plan, you must also register for our
dividend reinvestment plan, and, participate in that plan, at least initially.
If you send in the form and payment, and you are eligible to participate in the
Customer Appreciation Stock Purchase Plan, the transfer agent will purchase
Hudson United common stock in the open market and hold those shares in "street
name" in your dividend reinvestment account. You will not incur brokerage fees
or commissions on the purchase of shares, and you will receive a discount from
the market price of the shares. The amount of your discount will depend on the
length of time you have been our customer. For every full year you have been our
customer, you will receive a discount of one percent on your investment, with a
cap of ten percent. Although you may invest a maximum of $50,000, the discount
only applies to a maximum of 100 shares of stock per customer household. We will
limit total discounts under the plan to $1 million, and discounts will be
available on a first come-first serve basis. The plan will be terminated once
the $1 million discount limit has been reached, and any funds received after
that time will be returned to the sender. Hudson United will administer the plan
at its own expense.
This prospectus relates to 3,000,000 shares of Hudson United common
stock, no par value. Hudson United common stock is listed on the New York Stock
Exchange under the symbol "HU". The price to you of shares purchased under the
plan will be the market price at which American Stock Transfer & Trust Company
or Hudson Transfer Investment Services purchases the shares, less the
appropriate discount.
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These securities are not deposits or accounts and are not insured or
guaranteed by the Federal Deposit Insurance Corporation, the Commissioner of
Banking and Insurance of the State of New Jersey or other governmental agency.
Neither the Securities and Exchange Commission, nor any bank regulatory
agency, nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The Customer Appreciation Stock Purchase Plan commences May 19, 1999
and concludes June 14, 1999, subject to earlier termination.
The date of this Prospectus is May 5, 1999
<PAGE>
TABLE OF CONTENTS
Page
THE COMPANY....................................................................1
FOR ADDITIONAL INFORMATION ABOUT HUDSON UNITED.................................1
FOR ADDITIONAL INFORMATION ABOUT THE PLAN......................................2
PROCEEDS.......................................................................2
THE CUSTOMER APPRECIATION STOCK PURCHASE PLAN..................................2
Purpose...............................................................2
Advantages............................................................3
Participation.........................................................3
Administration........................................................4
Purchases.............................................................5
Fractional Shares.....................................................6
Certificates for Shares...............................................6
Customers' Accounts and Records.......................................6
Other Information.....................................................6
LEGAL MATTERS..................................................................8
EXPERTS........................................................................8
<PAGE>
You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information that is different. You should not assume that there have been no
changes in the affairs of Hudson United Bancorp since the date of this
prospectus.
THE COMPANY
Hudson United Bancorp (formerly HUBCO, Inc.) is a New Jersey
corporation and bank holding company. Hudson United's principal operating
subsidiary is Hudson United Bank, a full-service commercial bank. Hudson United
Bank serves small and mid-sized businesses and consumers through:
o more than 85 branches in Northern New Jersey,
o more than 45 banking offices in Fairfield, Hartford, Middlesex and New Haven
counties in Connecticut, and
o more than 30 branches in Dutchess, Orange, Putnam and Rockland Counties.
Hudson United's strategy is to enhance profitability and build market
share for its banking subsidiary. Hudson United has completed over 25
acquisitions since 1990, and Hudson United has added over 160 branches and over
$6 billion in assets through acquisitions this decade. Hudson United expects to
continue its acquisition strategy.
FOR ADDITIONAL INFORMATION ABOUT HUDSON UNITED
Hudson United files annual, quarterly, and current reports, proxy
statements, and other information with the Securities and Exchange Commission.
The SEC maintains a web site at http://www.sec.gov that contains materials filed
by Hudson United. You can read and copy these materials at the SEC's public
reference rooms at 450 Fifth Street, N.W., Washington, D.C.; 7 World Trade
Center, Suite 1300, New York, New York; and 500 West Madison Street, Suite 1400,
Chicago, Illinois. You can also order copies of these materials, on payment of
copying fees, by writing to the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for more information on the
operation of the public reference rooms. Hudson United's filings can also be
read at the offices of the New York Stock Exchange, on which the Common Stock is
listed.
Important information about Hudson United and its business and finances
is incorporated by reference in this prospectus. This means we disclose that
information by referring you to other documents separately filed with the SEC.
The information incorporated by reference is part of this prospectus, except for
information that is superceded by information in this document.
The SEC filings incorporated by reference are:
1. Annual Report on Form 10-K for the year ended December 31, 1998.
2. Quarterly Report on Form 10-Q for quarter ended March 31, 1999.
3. Current Report filed on Form 8-K dated January 28, 1999, Current
Report filed on Form 8-K dated March 29, 1999, Current Report filed on Form 8-K
dated April 19, 1999, Current Report on 8-K dated April 21, 1999, Current Report
filed on Form 8-K dated April 22, 1999.
4. The description of the Common Stock contained in Hudson United's
Registration Statement on Form 8A filed April 22, 1999.
As you may know, on April 21, 1999, HUBCO, Inc. changed its name to
Hudson United Bancorp. Therefore, if you are searching for relevant documents
filed with the SEC, we recommend you conduct your search using both the name
Hudson United Bancorp and HUBCO, Inc., to ensure that you find all documents
filed with the SEC.
As long as Hudson United continues to offer the plan, Hudson United
also incorporates by reference additional reports, proxy statements, and other
documents that Hudson United may file with the SEC after the date of this
prospectus under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934.
Hudson United will provide each person to whom this prospectus is
delivered with a free copy of any or all of the documents incorporated by
reference, except for exhibits to those documents (unless the exhibit is
specifically incorporated by reference). You can request copies by calling or
writing Hudson United Shareholder Services, as follows:
Hudson United Bancorp
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
Attention: D. Lynn Van Borkulo-Nuzzo
Telephone: 201-236-2641
FOR ADDITIONAL INFORMATION ABOUT THE PLAN
If you have questions about the plan or need assistance or information
about other shareholder matters, call Hudson United Shareholder Services at
(201) 236-2641.
Employees of Hudson United and its subsidiaries have been instructed
not to solicit offers or provide advice in relation to the plan. All questions
must be directed to the number above, and not to employees of Hudson United or
its subsidiaries. Employees of Hudson United and its subsidiaries may only
participate in the offering in ministerial capacities or provide clerical work
in effecting sales transactions. Hudson United will rely on, and sales of common
stock will be conducted within the requirements of, Exchange Act Rule 3a4-1. No
officer, manager, director, or employee of Hudson United or any Hudson United
subsidiary will be compensated in connection with the plan.
PROCEEDS
The plan provides that the shares purchased under the plan will be
purchased in the open market, rather than Hudson United issuing new shares.
Therefore, Hudson United will not receive any consideration for any shares of
common stock purchased under the plan.
THE CUSTOMER APPRECIATION STOCK PURCHASE PLAN
The following questions and answers constitute the plan.
Purpose
1. What is the purpose of the plan?
The plan was created to provide customers of Hudson United's subsidiary
bank with a simple and convenient one-time opportunity to invest in shares of
Hudson United common stock, without commissions and at a discount, subject to
certain limitations. If you participate in the plan, you may thereafter continue
to purchase stock through Hudson United's dividend reinvestment plan, in which
you will also agree to initially participate. Hudson United's subsidiary bank is
Hudson United Bank. Lafayette American and Bank of the Hudson, two former bank
subsidiaries of Hudson United, were merged into Hudson United Bank on March 19,
1999.
Advantages
2. What are the advantages of the plan for the customer?
A customer will be eligible for a discount from the market value at the
time of purchase when purchasing Hudson United common stock through the plan.
Also, customers will not have to pay brokerage commissions, service charges or
other regular expenses when purchasing the shares through the plan.
Participation
3. How much of a discount can you expect to receive?
The amount of the discount that you will receive depends on the amount
of money you invest and the length of time you have been a customer of Hudson
United Bank or one of the banks which has been acquired by Hudson United and
merged with Hudson United Bank. For every full year you have been our customer,
you will receive a discount of one percent on your investment, with a cap of ten
percent. Although you may invest a maximum of $50,000, the discount only applies
to a maximum of 100 shares per customer household. The aggregate discount
available to all customers is $1 million and discounts will be available on a
first come-first serve basis. The plan will be terminated once the $1 million
discount limit has been reached, and any funds received after that time will be
returned to the sender.
4. Who is eligible to participate in the plan?
You are eligible to participate in the plan if:
o you have been our customer for more than one year;
o you are above the age of eighteen;
o you have not yet purchased Hudson United stock through this plan; and
o no other member of your household has participated or is currently
participating in the plan.
Officers, managers, directors, or employees of Hudson United or any
Hudson United subsidiary are not eligible to participate in the plan.
To be eligible, you must also agree to participate, at least initially,
in the Hudson United dividend reinvestment plan, and have your shares held by
the transfer agent in "street name" form. You will have the same rights as all
other participants in the dividend reinvestment plan. Therefore, we recommend
you read the dividend reinvestment plan, because by participating in the
Customer Appreciation Stock Purchase Plan, you will agree to abide by the terms
of the Dividend Reinvestment Plan.
You may enroll under the plan in your own name, in the joint name of
you and another person, or in your name as custodian or trustee for another
person, by so instructing the transfer agent on the authorization form.
You will be considered our customer for the uninterrupted length of
time you have been a customer of Hudson United Bank. We will count the time you
have been a customer of Lafayette American Bank, or Bank of the Hudson before
they were merged into Hudson United Bank. If you started out as a customer of a
bank that was acquired by Hudson United, we will count the period of time you
were a customer of the acquired bank for purposes of the applicable discount.
If it appears to us that a customer is trying to use the plan in a
manner that is not in the best interests of Hudson United, then we may reject
that customer's attempt to buy shares under the plan and return the customer's
payment as promptly as practicable without interest.
5. How does an eligible customer participate in the plan and make an
investment?
If you wish to participate in the plan, you must complete the enclosed
authorization form and submit it to the transfer agent at the address set forth
below, together with payment in an acceptable form. (See Question 6 for
acceptable forms of payment.) The form must be received by the transfer agent no
earlier than May 19, 1999. Any forms or payments received by the transfer agent
before May 19 will be returned to the customer.
Gerald Ruddy
American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
(718) 921-8385
6. What form of payment may I use to make an investment under the plan?
The following are acceptable forms of payment:
o charging your bank account at Hudson United Bank;
o paying cash;
o sending a check; or
o sending a money order.
All checks and money orders should be made payable to American Stock Transfer &
Trust Company.
7. Are limits imposed on the amount a customer may invest?
Yes. A customer must invest a minimum of $500 to participate in the
plan. The maximum investment a customer is permitted to make under the plan is
$50,000.
Administration
8. Who administers and interprets the plan?
Hudson United will administer and interpret the plan for customers,
keep the records of the plan and perform other duties relating to the plan.
There are no brokerage fees charged by Hudson United in connection with
purchases made pursuant to the plan, and Hudson United absorbs all of the
administrative expense of the plan. However, the customer will incur charges
upon selling the shares.
All correspondence to Hudson United relating to the plan should be
directed to:
D. Lynn Van Borkulo-Nuzzo
Hudson United Bancorp
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
(201) 236-2641
Hudson United has delegated certain of its administrative
responsibilities under the plan to its registrar and transfer agent, American
Stock Transfer & Trust Company. The transfer agent issues the stock
certificates, keeps the records of the shareholder accounts and performs all
duties as registrar and transfer agent. All correspondence, questions or other
communications regarding the issuance of certificates or customers' accounts
should be directed to:
Gerald Ruddy
American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
(718) 921-8385
American Stock Transfer & Trust Company also administers Hudson
United's dividend reinvestment plan, in which you must also enroll in order to
participate in the stock purchase plan. If American Stock Transfer & Trust
Company ceases to act as the transfer agent, Hudson United may designate another
agent to perform these administrative duties.
Purchases
9. When will payments be invested?
Payments that are accompanied with an appropriately completed
authorization form will be invested promptly after the transfer agent receives
the order together with the funds and discount eligibility is verified, taking
into consideration market conditions and aggregating other funds received for
investment pursuant to the plan. Funds awaiting transfer will not earn interest.
10. What is the source of shares purchased under the plan?
The transfer agent will purchase shares for the plan in the open
market. Hudson United stock is traded on the New York Stock Exchange under the
symbol "HU".
11. What will be the price of shares purchased under the plan?
The transfer agent will execute purchases at the market price, although
eligible customers will receive the benefit of the applicable discount.
12. How many shares of common stock will be purchased?
The number of shares to be purchased for each customer will depend on
the amount that the customer invests, the price of Hudson United's common stock
on the date of purchase, and the applicable discount as determined under the
plan (see Question 3).
Fractional Shares
13. Will customers receive fractional shares?
Yes. Fractional shares will be purchased with any remaining funds that
are insufficient to purchase a full share of common stock and be held in the
dividend reinvestment plan. Only the dividend reinvestment plan can hold
fractional shares. You may instruct the transfer agent to refund any amount in
excess of the funds necessary to purchase 100 shares at the applicable discount.
Certificates for Shares
14. Will stock certificates be issued for shares purchased under the
plan?
No. The transfer agent will hold all shares in convenient "street name"
under the dividend reinvestment plan, until you withdraw from the dividend
reinvestment plan or request that share certificates be sent to you pursuant to
the provisions of the dividend reinvestment plan.
Customers Accounts and Records
15. What information will I receive?
After the purchase date, the transfer agent will send you a statement
showing the amount of common stock purchased on your behalf, the price at which
the shares were purchased, and the applicable discount. You will then receive
quarterly statements for as long as you participate in the dividend reinvestment
plan.
The transfer agent will open a dividend reinvestment shareholder
account for you if you become a new shareholder by purchasing common stock under
the plan. The account will be opened in accordance with your instructions on the
authorization form.
Other Information
16. What are the responsibilities of Hudson United and the transfer
agent under this plan?
In administering the plan, neither Hudson United nor the transfer agent
nor any agent of either of them will be liable for any good faith act or
omission to act, including any claim of liability (1) arising out of failure to
terminate a customer's account upon a customer's death prior to receipt of
legally sufficient instructions with respect thereto, or (2) with respect to the
prices at which shares are purchased for the customer's account and the times
such purchases are made. However, the immediately preceding sentence will not
limit any person's rights under the federal securities laws.
17. Does participation in the plan involve any risk?
The plan itself creates no additional risk. The risk to customers who
participate in the plan is the same as with any other investment in Hudson
United common stock. You should understand that Hudson United and the transfer
agent do not assure you a profit or protect you against a loss on the shares
purchased under the plan.
18. May the plan be changed or discontinued?
The plan will be terminated once the $1 million discount limit has been
reached, and any funds received after that time will be returned to the sender.
In addition, Hudson United reserves the right to suspend or terminate the plan
at any time, including in the event of an oversubscription (see Question 19),
and to interpret and regulate the plan as it deems necessary or desirable in
connection with the operation of the plan. Hudson United also reserves the right
to modify the plan.
All questions as to the validity, form, eligibility and acceptance of
investments will be determined solely by Hudson United, and its determinations
will be final and binding. No alternative, conditional or contingent investments
will be accepted. Hudson United reserves the absolute right to reject any or all
investments for any reason. Hudson United also reserves the right to waive any
irregularities or conditions. Hudson United's interpretations of the terms and
conditions of the plan will be final and binding.
The plan will expire on June 14, 1999 if it has not been terminated
earlier. The plan may be discontinued earlier if 3,000,000 shares are purchased
under the plan.
19. What happens if participation exceeds the 3,000,000 shares Hudson
United has available for issuance under the plan?
If there is an oversubscription to purchase shares under the plan,
Hudson United may file a registration statement with the SEC to register
additional shares of common stock to cover the oversubscription. However, if
Hudson United determines, in its sole discretion, not to register additional
shares, Hudson United will promptly suspend participation in the plan and refund
the payments made by those customers whose subscriptions were received after all
the shares available under the plan had been allocated.
20. What are the federal income tax consequences of participating in
the plan?
Hudson United believes the following is an accurate summary of the
federal income tax consequences of participation in the plan as of the date of
this prospectus. This summary may not reflect every possible situation that
could result from participation in the plan and, therefore, we suggest you
consult your own tax advisor.
Discounts paid by Hudson United to the transfer agent and brokerage
commissions paid by Hudson United on a plan paricipant's behalf in connection
with the purchase of shares are treated as distributions to the participant,
subject to federal income tax. However, the amounts paid for discounts and
brokerage commissions are includable in the cost basis of shares purchased. An
IRS Form 1099 sent to participants and the IRS, as required, will show these
amounts paid on their behalf.
The above rules may not be applicable to certain participants in the
plan, such as tax-exempt entities (e.g., pension funds and IRAs) and foreign
shareholders. These particular participants should consult their own tax
advisors.
For participants in the plan whose dividends are subject to U.S. backup
withholding, the transfer agent will reinvest dividends less the amount of tax
required to be withheld. For foreign shareholders whose dividends are subject to
U.S. federal tax withholding, the transfer agent will reinvest dividends less
the amount of tax required to be withheld. The filing of any documentation
required to obtain a reduction in U.S. withholding tax is the responsibility of
the shareholder.
21. What is the tax treatment of dividends received by a customer with
respect to shares purchased by the customer pursuant to the plan?
Generally, all cash dividends, including those paid in the dividend
reinvestment plan and used to purchase Hudson United stock, will be treated as
dividends and will be taxable as ordinary income to the shareholder. An IRS Form
1099, which is sent to each shareholder annually, will indicate the total amount
of dividends paid to such shareholder.
22. What is the tax treatment of any payment received by a customer
upon the sale of shares purchased by the customer pursuant to the plan?
A customer who receives any payment for the sale of shares purchased by
the customer pursuant to the plan will recognize either short-term or long-term
capital gain or loss, depending on the customer's particular circumstances, the
tax basis of the customer's shares and the period of time he or she has held his
or her shares.
You should consult your own tax advisor to determine the tax
consequences of participating in the plan.
LEGAL MATTERS
The validity of the shares of common stock offered hereby has been
passed upon for Hudson United by Pitney, Hardin, Kipp & Szuch, Florham Park, New
Jersey. Attorneys in the law firm of Pitney, Hardin, Kipp & Szuch beneficially
own approximately 1,500 shares of the Company's Common Stock as of March 15,
1999.
EXPERTS
The consolidated financial statements and schedules included in Hudson
United's Annual Report on Form 10-K for the year ended December 31, 1998, and
incorporated by reference in the registration statement, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth all expenses payable by Hudson United in
connection with the sale of the common stock being registered:
Registration $28,073
Printing expenses $10,000
Legal fees and expenses $25,000
Accounting fees and expenses $10,000
Miscellaneous $1,927
== ======
Total $75,000
Item 15. Indemnification of Directors and Officers
(a) Limitation of Liability of Directors and Officers. Section 14A:2-7(3) of
the New Jersey Business Corporation Act permits a corporation to provide in its
certificate of incorporation that a director or officer shall not be personally
liable to the corporation or its shareholders for breach of any duty owed to the
corporation or its shareholders, except that such provisions shall not relieve a
director or officer from liability for any breach of duty based upon an action
or omission (a) in breach of such person's duty of loyalty to the corporation or
its shareholders, (b) not in good faith or involving a knowing violation of law
or (c) resulting in receipt by such person of any improper personal benefit.
Article X of the Hudson United's certificate of incorporation includes
limitation on the liability of officers and directors to the fullest extent
permitted by New Jersey law.
(b) Indemnification of Directors, Officers, Employees and Agents. Under
Article VI of its certificate of incorporation, Hudson United must, to the
fullest extent permitted by law, indemnify its directors, officers, employees
and agents. Section 14A:3-5 of the New Jersey Business Corporation Act provides
that a corporation may indemnify its directors, officers, employees and agents
against judgments, fines, penalties, amounts paid in settlement and expenses,
including attorneys' fees, resulting from various types of legal actions or
proceedings if the actions of the party being indemnified meet the standards of
conduct specified therein. Determinations concerning whether or not the
applicable standard of conduct has been met can be made by (a) a disinterested
majority of the Board of Directors, (b) independent legal counsel, or (c) an
affirmative vote of a majority of shares held by the shareholders. No
indemnification is permitted to be made to or on behalf of a corporate director,
officer, employee or agent if a judgment or other final adjudication adverse to
such person establishes that his acts or omissions (a) were in breach of his
duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by such
person of an improper personal benefit.
(c) Insurance. The Company maintains insurance policies insuring the
Company's directors and officers against liability for wrongful acts or
omissions arising out of their positions as directors and officers, subject to
certain limitations.
Item 16. Exhibits
The following exhibits are filed herewith or incorporated by reference.
The reference numbers correspond to the numbered paragraphs of Item 601 of
Regulation S-K.
4-1 Customer Appreciation Stock Purchase Plan (see Prospectus).
4-2 Amended and Restated Certificate of Incorporation of Hudson United
Bancorp, as amended, filed as Exhibit 99.1 to Current Report filed on
Form 8-K dated April 21, 1999.
4-3 By-Laws of Hudson United, as amended and restated -- filed as Exhibit
3(b) to Hudson United's Annual Report on Form 10-K for 1996.
5 Opinion of Pitney, Hardin, Kipp & Szuch.*
23-1 Consent of Arthur Andersen LLP.
23-2 Consent of Pitney, Hardin, Kipp & Szuch (incorporated in Exhibit 5).*
24 Power of Attorney for Directors and Executive Officers.*
99-1 Authorization and Enrollment Form.*
99-2 Dividend Reinvestment Plan.*
* Previously filed.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the Town of Mahwah, State of New Jersey, on the 5th day of May,
1999.
HUDSON UNITED BANCORP
By: KENNETH T. NEILSON
----------------------------------------
Kenneth T. Neilson, Chairman, President,
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman, President, Chief
Executive Officer and Director
KENNETH T. NEILSON (Principal Executive Officer) May 5, 1999
- -------------------------------------------
(Kenneth T. Neilson)
ROBERT J. BURKE* Director May 5, 1999
- -------------------------------------------
(Robert J. Burke)
DONALD P. CALCAGNINI* Director May 5, 1999
- -------------------------------------------
(Donald P. Calcagnini)
Director May ___, 1999
- -------------------------------------------
(Joan David)
Director May ___, 1999
- -------------------------------------------
(Noel deCordova, Jr.)
THOMAS R. FARLEY* Director May 5, 1999
- -------------------------------------------
(Thomas R. Farley)
- -------------------------------------------
(Bryant Malcolm) Director May ___, 1999
W. PETER McBRIDE* Director May 5, 1999
- -------------------------------------------
(W. Peter McBride)
Director May ___, 1999
- -------------------------------------------
(Charles F.X. Poggi)
DAVID A. ROSOW* Director May 5, 1999
- -------------------------------------------
(David A. Rosow)
JAMES E. SCHIERLOH* Director May 5, 1999
- -------------------------------------------
(James E. Schierloh)
Director May ___, 1999
- -------------------------------------------
(Sister Grace Frances Strauber)
JOHN TATIGIAN* Director May 5, 1999
- -------------------------------------------
(John Tatigian)
Executive Vice President and
JOSEPH F. HURLEY* Chief Financial Offer May 5, 1999
- -------------------------------------------
(Joseph F. Hurley)
RICHARD ALBAN* Controller May 5, 1999
- -------------------------------------------
(Richard Alban)
</TABLE>
By: D. LYNN VAN BORKULO-NUZZO
------------------------------------------------
D. Lynn Van Borkulo-Nuzzo (as attorney in fact)*
<PAGE>
INDEX TO EXHIBITS
4-1 Customer Appreciation Stock Purchase Plan (see Prospectus).
4-2 Amended and Restated Certificate of Incorporation of Hudson United
Bancorp, as amended, filed as Exhibit 99.1 to Current Report filed on
Form 8-K dated April 21, 1999.
4-3 By-Laws of Hudson United, as amended and restated -- filed as Exhibit
3(b) to Hudson United's Annual Report on Form 10-K for 1996.
5 Opinion of Pitney, Hardin, Kipp & Szuch.*
23-1 Consent of Arthur Andersen LLP.
23-2 Consent of Pitney, Hardin, Kipp & Szuch (incorporated in Exhibit 5).*
24 Power of Attorney for Directors and Executive Officers.*
99-1 Authorization and Enrollment Form.*
99-2 Dividend Reinvestment Plan.*
* Previously filed.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-3 of our
report dated January 12, 1999 included in Hudson United Bancorp's Annual Report
on Form 10-K and to all references to our Firm included in this Registration
Statement.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
May 4, 1999
