SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
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: 333-28733
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 Non-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 Non-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 Non-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 Non-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 the audit 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>
<TABLE>
<CAPTION>
HUBCO, INC. AND SUBSIDIARIES SAVINGS AND INVESTMENT PLAN
FOR NON-BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
AS OF DECEMBER 31, 1998 AND 1997
1998 1997
---------------- ---------------
<S> <C> <C>
CASH AND SHORT-TERM INVESTMENTS, AT COSt, which
approximates fair market value ($37,916) $230,563
INVESTMENTS, AT FAIR MARKET VALUE:
Mutual funds 9,500,814 9,008,219
Common stock of Hudson United Bancorp 9,099,919 11,218,893
CONTRIBUTION RECEIVABLE FROM HUDSON UNITED BANCORP 0 158,000
PARTICIPANT LOANS RECEIVABLE 93,075 40,780
---------------- ---------------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY $18,655,892 $20,656,455
================ ===============
</TABLE>
The accompanying notes to financial statements are an integral part of
these statements.
<PAGE>
HUBCO, INC. AND SUBSIDIARIES SAVINGS AND INVESTMENT PLAN
FOR NON-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 Stock Government Stock Growth
Fund Trust Trust Trust
----------------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, beginning of year .... $ 11,463,258 $ 845,426 $ 1,605,003 $ 1,376,488
ADDITIONS (DEDUCTIONS):
Contributions-
Employees ...................................................... 267,227 86,560 235,601 143,525
Employer ....................................................... 901,519 (267) (895) (1,447)
Rollovers ...................................................... 23,823 0 10,297 12,958
Transfers to/from funds .......................................... (280,385) 96,630 181,607 (73,685)
Net activity relating to loan activity ........................... (6,646) (16,307) (1,855) (156)
Net realized/unrealized appreciation (depreciation) of investments (2,015,837) 57,827 289,609 175,442
Distributions .................................................... (1,031,594) (107,555) (637,967) (264,030)
------------ ------------ ------------ ------------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, end of year .......... $ 9,321,365 $ 962,314 $ 1,681,400 $ 1,369,095
============ ============ ============ ============
<CAPTION>
Federated Securities
Group
-------------------------
Short Term
Stock and Government
Bond Fund Trust Total
--------- ------------ -------------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, beginning of year .... $ 930,457 $ 4,435,823 $ 20,656,455
ADDITIONS (DEDUCTIONS):
Contributions-
Employees ...................................................... 100,737 841,922 1,675,572
Employer ....................................................... (134) 34,470 933,246
Rollovers ...................................................... 3,605 1,396 52,079
Transfers to/from funds .......................................... 30,303 45,530 0
Net activity relating to loan activity ........................... 399 (27,730) (52,295)
Net realized/unrealized appreciation (depreciation) of investments 86,809 192,782 (1,213,368)
Distributions .................................................... (122,126) (1,232,525) (3,395,797)
------------ ------------ ------------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, end of year .......... $ 1,030,050 $ 4,291,668 $ 18,655,892
============ ============ ============
</TABLE>
The accompanying notes to financial statements are an integral
part of this statement.
<PAGE>
HUBCO, INC. AND SUBSIDIARIES SAVINGS AND INVESTMENT PLAN
FOR NON-BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
(1) DESCRIPTION OF THE PLAN:
The HUBCO, Inc. and Subsidiaries Savings and Investment Plan for
Non-Bargaining Unit Employees (the "Plan") is a defined contribution plan
covering all non-bargaining unit employees of Hudson United Bancorp,
formerly HUBCO, Inc. (the "Company"). Employees are eligible to be
admitted to the Plan upon completion of 1,000 hours of service in a
six-month period 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 2% to 12% of their
annual compensation, as defined, and voluntary after tax contributions.
The Company contributes 75% 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. The following
vesting schedule became effective January 1, 1995 for employer
contributions-
Up to 2 years of service = 0% vesting After 2 years of service = 25%
vesting After 3 years of service = 50% vesting After 4 years of service
= 75% vesting After 5 years of service = 100% vesting
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 six investment funds-
Federated Intermediate Invests in United States Government
Government Trust Agency Securities that generally
mature within five years from the
date of the 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.
<PAGE>
Federated Stock and Invests in a balanced portfolio of
Bond Fund 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.)
Federated Short Term Established to invest in short-term
Government Trust U. S. Treasury and other securities
issued or guaranteed by the U. S.
government or its agencies.
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.
Effective January 1, 1999, the defined savings plan for employees of The
Dime Savings Bank of Wallingford, an institution acquired by the Company
in 1998, was merged with the Plan. Net assets with a current value of
$231,515 were rolled into the Plan.
Effective January 1, 1999, the employee stock ownership plan for
employees of The Bank of the Hudson, an institution acquired by the
Company in 1998, was merged with the Plan. Net assets with a current
value of $1,306,652 were rolled into the Plan.
Effective April 1, 1999, the 401(k) savings plan for employees of
Middletown Savings Bancorp, an institution acquired by the Company during
1998, was merged with the Plan. Net assets with a current value of
$2,796,175 were rolled into the Plan.
Effective April 1, 1999, the 401(k) plan for employees of Community
National Bank, an institution acquired by the Company during 1998, was
merged with the Plan. Net assets with a current value of $269,846 were
rolled into the Plan. This amount does not reflect Hubco stock.
Effective April 9, 1997, the 401(k) plan for employees of The Bank of
Darien, a banking subsidiary of Hometown Bancorporation (an institution
acquired by the Company during August 1996) was merged with the Plan. Net
assets with a current value of $261,281 were rolled into the Plan.
Effective April 11, 1997, the 401 (k) plan for employees of Westport
Bancorp, Inc., an institution acquired by the Company during December
1996, was merged with the Plan. Net assets with a current value of
$1,991,558 were rolled into the Plan.
Effective May 1, 1997, the 401(k) plan for employees of Lafayette
American Bank, an institution acquired by the Company during July 1996,
was merged with the Plan. Net assets with a current value of $4,500,830
were rolled in to the Plan. From March 31, 1997 to August 1997, all of
these assets were invested in short-term investments. As a result,
certain participants' investment earnings were less than they would have
been if the funds had been invested in accordance with the participants'
instructions. To compensate these employees for this, the Company made an
additional contribution to the Plan of approximately $158,000 in the
aggregate in May 1998. This amount was reflected as a contribution
receivable from Hudson United Bancorp as of December 31, 1997.
<PAGE>
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The accounting records of the Plan are maintained on the accrual basis
and investment transactions and recorded on a settlement date basis.
Investments are stated at their aggregate fair value. Securities 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.
Investment transactions are recorded on as settlement date basis. 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-
1998 1997
---------------- ----------------
Hudson United Bancorp common stock $9,099,919 $11,218,893
Federated Short Term Government Trust 4,401,664 4,215,676
Federated Stock Trust 1,924,099 1,965,457
Federated Growth Trust 1,279,851 1,271,802
(4) TRANSACTIONS WITH PARTIES IN INTEREST:
At December 31, 1998 and 1997, the Plan held 302,072 and 295,347 shares
of common stock, respectively, of the Company with a fair value of
$9,099,919 and $11,218,893, respectively. The shares were originally
acquired at a cost of $4,597,245 and $3,368,408, respectively. Dividend
income from this investment was $402,627 and $427,412 for the years ended
December 31, 1998 and 1997, respectively.
(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 IRC. Accordingly, no provision for Federal income
taxes has been provided in the accompanying financial statements.
<PAGE>
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 provisions of ERISA.
<PAGE>
SCHEDULE I
HUBCO, INC. AND SUBSIDIARIES SAVINGS AND INVESTMENT PLAN
FOR NON-BARGAINING UNIT EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
EMPLOYER IDENTIFICATION NUMBER 22-2405746
PLAN #003
<TABLE>
<CAPTION>
(c) Description of Investment Including
Maturity Date, Rate of Interest, Par or (e) Current
(a) (b) Identity of Issuer Maturity Value (d) Cost Value
---
-------------------------- ----------------------------------------------- ---------------- ----------------
<S> <C> <C> <C>
MUTUAL FUNDS:
Federated 81,772 units of Federated
Securities Corp. Intermediate Government Trust $854,067 $892,138
Federated 4,401,664 units of Federated Short
Securities Corp. Term Government Trust 4,401,664 4,401,664
Federated 52,243 units of Federated Stock Trust 1,878,601 1,924,099
Securities Corp.
Federated 44,393 units of Federated Growth
Securities Corp. Trust 1,094,498 1,279,851
Federated 47,860 units of Federated Stock and
Securities Corp. Bond Fund 883,004 904,073
Federated 98,989 units of Federated Money
Securities Corp. Market Trust 98,989 98,989
---------------- ----------------
9,210,823 9,500,814
---------------- ----------------
COMMON STOCK:
* Hudson United 302,072 shares common stock
Bancorp, Inc. 4,597,245 9,099,919
---------------- ----------------
PARTICIPANT Interest rates range from 7.75% to
LOANS 8.5% and mature through 12/1/03 93,075 93,075
---------------- ----------------
$13,901,143 $18,693,808
================ ================
</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 NON-BARGAINING UNIT EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1998
EMPLOYER IDENTIFICATION NUMBER 22-2405746
PLAN #0 03
<TABLE>
<CAPTION>
Number of (c) Purchase
(a) Identity of Party Involved (b) Description of Asset Transactions Price
--------------- -------------
<S> <C> <C> <C>
Hudson United Bancorp .................... 58,633 shares of Hudson United Bancorp Common Stock 59 $ --
Hudson United Bancorp .................... 70,845 shares of Hudson United Bancorp Common Stock 27 1,981,466
Federated Securities Corp. ............... 2,080,801 units of Federated Short-Term Government Trust 96 --
Federated Securities Corp. ............... 2,119,978 units of Federated Short-Term Government Trust 77 2,119,978
Federated Securities Corp. ............... 28,581 units of Federated Stock Trust 46 --
Federated Securities Corp. ............... 28,977 units of Federated Stock Trust 93 1,082,171
<CAPTION>
(f) Current
Value
of Asset on
(d) Selling (e) Cost of Transaction (g) Net
(a) Identity of Party Involved ............... Price Asset Date Gain
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Hudson United Bancorp ........................ $1,469,895 $1,209,352 $1,469,895 $ 260,543
Hudson United Bancorp ........................ -- 1,981,466 1,981,466 --
Federated Securities Corp. ................... 2,080,801 2,080,801 2,080,801 --
Federated Securities Corp. ................... -- 2,119,978 2,119,978 --
Federated Securities Corp. ................... 1,064,297 1,024,691 1,064,297 39,606
Federated Securities Corp. ................... -- 1,082,171 1,082,171 --
</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.
