HUDSON UNITED BANCORP
8-K, 1999-07-26
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) - July 15, 1999
                                                            -------------

                              HUDSON UNITED BANCORP
                              ---------------------
               (Exact Name of Registrant as Specified in Charter)


                                   NEW JERSEY
                                   ----------
                 (State or Other Jurisdiction of Incorporation)

               1-08660                             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)


      =====================================================================

<PAGE>


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

         On July  15,  1999,  Hudson  United  Bancorp  reported  second  quarter
earnings of $25.5 million or $0.63 per share on a diluted  basis,  compared with
operating  earnings  of $21.0  million or $0.50 per share for the same period in
1998. These results  represent a 26% increase in diluted earnings per share. Net
income  for  the  second   quarter  of  1998,   including   merger-related   and
restructuring  charges  of  $16.5  million  (on an  after-tax  basis),  was $4.6
million, or $0.11 per diluted share.

         Hudson United Bancorp's total assets at June 30, 1999 were $7.2 billion
compared to $6.8 billion at year-end  1998.  Total loans,  at June 30, 1999 were
$3.5  billion,  an increase of $151 million from  December 31, 1998. At June 30,
1999,  total deposits were $5.0 billion.  Stockholders'  equity was $423 million
and book value per  common  share was $10.70.

         A copy of Hudson  United  Bancorp's  press  release is attached to this
Form 8-K as an Exhibit and is incorporated herein by reference.



Item 7.   Exhibits

          Exhibit 99            Press Release dated July 15, 1999

<PAGE>
                              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.

                              HUDSON UNITED BANCORP

                              JOSEPH F. HURLEY
Dated: July 22, 1999       By:-------------------------------------
                              Joseph F. Hurley
                              Chief Financial Officer


<PAGE>


                                INDEX TO EXHIBIT


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

99                       Press Release dated July 15, 1999




Contacts:

Kenneth T. Neilson                         Joseph F. Hurley
Chairman, President & CEO                  Executive Vice President & CFO
(201) 236-2631                             (201) 236-6141


FOR IMMEDIATE RELEASE
July 15, 1999


        Hudson United Bancorp Reports 26% Increase in Earnings Per Share

         Mahwah,  New Jersey,  July 15,  1999--Hudson  United Bancorp  (NYSE:HU)
today  reported  record  second  quarter  earnings of $25.5 million or $0.63 per
share on a diluted basis,  compared with operating  earnings of $21.0 million or
$0.50 per  share for the same  period in 1998.  These  results  represent  a 26%
increase in diluted  earnings per share.  Return on Average Assets was 1.45% and
Return on Average  Equity was 23.29%  for the 1999  second  quarter.  During the
second  quarter,  the Company closed its acquisition of Little Falls Bancorp and
signed  definitive  agreements to acquire  JeffBanks,  Inc. and Southern  Jersey
Bancorp. The Company also announced that it will enter into a strategic alliance
with The Advest  Group,  Inc. and that Hudson United Bank will acquire the loans
and other financial assets, as well as assume the deposit  liabilities of Advest
Bank.

         "We are  pleased  to  announce  another  quarter  of  record  financial
results," said Ken Neilson, Hudson United Bancorp's Chairman, President and CEO.
"The recently announced  acquisitions and alliance will expand our franchise and
create growth opportunities for the Company."

         For the six months  ended June 30, 1999,  net income was $50.1  million
and diluted  earnings  per share was $1.24.  In the  corresponding  1998 period,
operating earnings were $38.3 million and diluted earnings per share amounted to
$0.91.  Return on Average  Assets and  Return on Average  Equity  were 1.49% and
23.19% for the first six months of 1999.

         Net interest  income for the second  quarter of 1999 was $67.8  million
compared  to $63.9  million  for the second  quarter of 1998.  The net  interest
margin  was  4.15%  and  4.12%  for  the  second   quarter  of  1999  and  1998,
respectively.  For the six  months  ended June 30,  1999,  net  interest  income
amounted to $130.3 million and the net interest  margin was 4.15%.  For the same
period in 1998,  net  interest  income was $126.4  million and the net  interest
margin was 4.19%. The higher net interest income in the 1999 periods compared to
1998 was primarily due to an increased level of interest earning assets.
                                     -more-

<PAGE>

                                       -2-

         Noninterest  income was $16.0  million and $32.5 million for the second
quarter and six months of 1999, respectively. This compares to $14.3 million and
$25.8  million  reported for the same periods in 1998.  Noninterest  income as a
percent  of total net  revenue  was 20% for the first six months of 1999 and 17%
for the first six months of 1998. These increases reflect higher income from the
Shoppers  Charge  and  mortgage  divisions  and  increased  sales of  investment
products.

         Noninterest  expenses for the second quarter of 1999 were $43.1 million
compared to $42.0 million in the second quarter of 1998. This increase  reflects
the higher cost of  supporting  our  expanding  business  lines and is more than
offset by a 7% increase in net revenue for the same time frame.  The  efficiency
ratio in the second  quarter  of 1999 was  47.3%,  down from 49.8% in the second
quarter of 1998.  Noninterest expenses,  for the six months of 1999, amounted to
$82.8 million  compared to $86.2 million for the same 1998 period.  This decline
reflects cost savings achieved from the 1998 acquisitions.  The efficiency ratio
for the first six months of 1999 was 46.7%  compared  to 52.6% for the same 1998
period.

         At June 30, 1999, non-performing assets totaled $20.9 million (0.29% of
total assets)  compared to $24.6 million at December 31, 1998. The Allowance for
Possible Loan Losses totaled $55.7 million at quarter end and  represented  289%
of  non-performing  loans and 1.57% of total loans.  The  provision for possible
loan losses was $2.5 million for the second quarter of 1999 and $2.8 million for
the second  quarter of 1998.  The loan loss  provision  for the six months ended
June 30, 1999 and 1998, respectively, was $5.0 and $9.1 million. The decline was
primarily  attributable  to the  inclusion  in the 1998 period of a $3.5 million
provision  taken by the former Bank of the Hudson to bring its reserve policy in
line with the Company's.

         Hudson United Bancorp's total assets at June 30, 1999 were $7.2 billion
compared to $6.8 billion at year-end  1998.  Total loans,  at June 30, 1999 were
$3.5  billion,  an increase of $151 million from  December 31, 1998. At June 30,
1999,  total deposits were $5.0 billion,  Stockholders'  equity was $423 million
and book value per common share was $10.70. All regulatory capital ratios exceed
those  necessary to be considered a  well-capitalized  institution,  with Hudson
United Bancorp's leverage capital ratio at approximately 6.3%.

         Hudson  United  Bancorp is the  multi-state  bank  holding  company for
Hudson  United  Bank  which  has  170  offices  in  New  Jersey,  New  York  and
Connecticut.  With  the  pending  acquisitions,  the  company  will  expand  its
franchise  into  Pennsylvania  and will  have  total  assets  in  excess of $9.0
billion.

         This release contains forward-looking  statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by the use of words such as "believes", "expects", and similar
words or  variations.  Such  statements  are not  historical  facts and  involve
certain risks and  uncertainties.  Actual results may differ materially from the
results discussed in these forward-looking statements.  Factors that may cause a
difference include, but are not limited to, changes in interest rates,  economic
conditions,  deposit and loan growth, loan loss provisions,  customer retention,
failure  to  realize  expected  cost  savings  or  revenue   enhancements   from
acquisitions,  or  failure  of the  company's  Year 2000  compliance  program to
effectively  address Year 2000 computer problems.  Hudson United Bancorp assumes
no obligation for updating any such forward-looking statements at any time.
                               -tables to follow-

<PAGE>

                                       -3-


                              Hudson United Bancorp
                              Financial Highlights
                      (In thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                              Three Months Ended
                                                                                                   June 30,

                                                                                            1999              1998
                                                                                            ----              ----
<S>                                                                                       <C>               <C>
Net Interest Income                                                                       $67,753           $63,863
Provision for Possible Loan Losses                                                          2,500             2,821
Security Gains                                                                              1,070               784
Noninterest Income                                                                         15,971            14,297
Noninterest Expense                                                                        43,128            41,972
Merger-related and Restructuring Charges (1)                                                    -            25,180
                                                                                           ------            ------
Pretax Income                                                                              39,166             8,971
Tax Expense                                                                                13,704             4,421
                                                                                           ------            ------
Net Income                                                                                $25,462            $4,550
                                                                                           ======             =====

Basic Earnings Per Share                                                                     $.64              $.11
Diluted Earnings Per Share                                                                    .63               .11
Diluted Earnings Per Share (excluding Merger-
   related and Restructuring Charges)                                                         .63               .50

Return on Average Assets                                                                    1.45%             0.27%
Return on Average Equity                                                                   23.29%             3.62%

Weighted Average Shares - Basic (2)                                                        39,677            40,808
Weighted Average Shares - Diluted (2)                                                      40,192            42,112

</TABLE>

(1)   1998 includes $25.2 million   pre-tax   ($16.5   million   after-tax)  of
merger-related and restructuring  charges resulting from 1998 acquisitions.  (2)
Weighted  Average Shares  Outstanding have been  retroactively  adjusted for the
effects of acquisitions  accounted for as poolings of interest,  stock dividends
and stock splits.

                                     -more-

<PAGE>

                                       -4-

                              Hudson United Bancorp
                              Financial Highlights
                      (In thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                               Six Months Ended
                                                                                                    June 30,

                                                                                            1999              1998
                                                                                            ----              ----
<S>                                                                                      <C>               <C>
Net Interest Income                                                                      $130,300          $126,403
Provision for Possible Loan Losses                                                          5,000             9,099
Security Gains                                                                              1,984             3,834
Noninterest Income                                                                         32,536            25,790
Noninterest Expense                                                                        82,807            86,222
Merger-related and Restructuring Charges (1)                                                    -            28,445
                                                                                           ------            ------
Pretax Income                                                                              77,013            32,261
Tax Expense                                                                                26,950            12,777
                                                                                           ------            ------
Net Income                                                                                $50,063           $19,484
                                                                                           ======            ======

Basic Earnings Per Share                                                                    $1.26              $.48
Diluted Earnings Per Share                                                                   1.24               .46
Diluted Earnings Per Share (excluding Merger-
   related and Restructuring Charges)                                                        1.24               .91

Return on Average Assets                                                                    1.49%             0.60%
Return on Average Equity                                                                   23.19%             7.74%

Weighted Average Shares - Basic (2)                                                        39,829            40,912
Weighted Average Shares - Diluted (2)                                                      40,380            42,234

               As Of
                                                                                         6/30/99          12/31/98

Total Assets                                                                          $7,226,088         $6,778,661
Total Loans                                                                            3,537,792          3,386,810
Total Deposits                                                                         4,997,836          5,051,390
Stockholders' Equity                                                                     422,989            456,815

</TABLE>


(1) 1998 includes  $28.4  million   pre-tax   ($18.8   million   after-tax)  of
merger-related and restructuring charges resulting from 1998 acquisitions.

(2) 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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