HUDSON UNITED BANCORP
8-K, 1999-11-24
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 AND EXCHANGE ACT OF 1934





Date of report (Date of earliest event reported)      November 16, 1999
                                                      --------------------------




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




          New Jersey                  1-08660                 22-2405746
- ----------------------------    ------------------      ------------------------
(State or Other Jurisdiction    (Commission File No.)      (I.R.S. Employer
     of Incorporation)                                    Identification No.)




1000 MacArthur Boulevard, Mahwah, NJ                        07430
- -----------------------------------------                ------------
(Address of Principal Executive Offices)                  (Zip Code)




Registrant's telephone number, including area code    (201) 236-2600
                                                      --------------------------


<PAGE>


                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 5.        Other Events.


         On November 16, 1999,  Hudson  United  Bancorp  ("HUB")  announced  the
declaration  of its reqularly  quarterly cash dividend of $0.25 per common share
and a 3% stock dividend. Both the $0.25 per share cash dividend and the 3% stock
dividend  will be  payable  on  December  1, 1999 to holders of record as of the
close of business on November 26, 1999. However, the $0.25 cash dividend will be
paid before the stock dividend.  Therefore,  no cash dividend will accompany the
new shares arising from the stock dividend in December.

         As a result of the 3% stock  dividend  the  exchange  ratios  for three
pending  HUB  mergers  will  be  changed.   The  exchange  ratio  for  JeffBanks
shareholders, who approved their merger with Hudson United on November 15, 1999,
will be increased from .95 shares of Hudson for each share of JeffBanks to .9785
shares of Hudson.  The exchange  ratio for Southern  Jersey Bancorp of Delaware,
Inc. {"Southern Jersey")  shareholders,  who also approved their merger with HUB
November 15, 1999,  will be increased  from 1.26 shares of HUB for each share of
Southern  Jersey to 1.2978  shares of HUB. The  exchange  ratio in the merger of
equals with Dime Bancorp,  Inc.  ("Dime") will be increased  from .585 to .60255
shares for each Dime  share.  Hudson  holders in the merger of equals  with Dime
will  continue to receive one share of the  surviving  company for each share of
Dime.

         HUB is the  multi-state  bank  holding  company for Hudson  United Bank
which has 170  offices in New Jersey,  New York and  Connecticut.  With  pending
acquisitions,  the company will expand its franchise into  Pennsylvania and will
have total assets in excess of $9.0 billion.  The company's banking subsidiaries
offer a full array of innovative  products and services to retail and commercial
markets, including imaged checking accounts, 24-hour telephone banking, loans by
phone,  alternative  investments,   insurance  products,  private  label  credit
programs,  trust  services and a wide variety of  commercial  loans and services
including international  services,  cash management services,  asset based loans
and SBA loans.



Item 7.        Exhibits.


               Exhibit 99 - Press Release dated November 16, 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


                                          D. LYNN VAN BORKULO-NUZZO
Dated: November 24, 1999              By: ____________________________
                                          D. Lynn Van Borkulo-Nuzzo
                                          Executive Vice-President and Secretary




                                                           Hudson United Bancorp
                                                        1000 MacArthur Boulevard
                                                               Mahwah, NJ  07430
                                                                       (NYSE:HU)


AT THE COMPANY:
- ---------------

Kenneth T. Neilson, Chairman               Chris McFadden, Senior Vice President
President & Chief Executive Officer        & Assistant to the President
(201) 236-2631                             (201) 236-6144


FOR IMMEDIATE RELEASE
- ---------------------
November 16, 1999

                  HUDSON UNITED BANCORP ANNOUNCES CASH DIVIDEND
                             AND 3% STOCK DIVIDEND


         Mahwah, NJ, November 16, 1999 -- Hudson United Bancorp,  Inc. (NYSE-HU)
today announced its regular quarterly cash dividend of $.25 (twenty-five  cents)
per common share payable December 1, 1999 to  stockholders of record on November
26, 1999.

         Today Hudson United  Bancorp,  Inc. also  announced a 3% stock dividend
payable  December 1, 1999 to  shareholders  of record on November 26,  1999.  To
maintain  parity,  this  stock  dividend  will  result in  changes  in the stock
exchange  ratio for three  pending  mergers.  The exchange  ratio for  JeffBanks
shareholders,  who approved  their merger with Hudson United  yesterday  will be
increased  from .95 shares of Hudson for each share of JeffBanks to .9785 shares
of Hudson,.  The exchange ratio for Southern  Jersey  Bancorp of Delaware,  Inc.
shareholders,  who also approved their merger with Hudson United  yesterday will
be increased from 1.26 shares of Hudson United for each share of Southern Jersey
to 1.2978 shares of Hudson. The exchange ratio in the Merger of Equals with Dime
Bancorp, Inc. will be increased  from .585 to .60255 shares for each Dime share.
Hudson  holders in the Merger of Equals  with Dime will  continue to receive one
share of the surviving company for each share of Dime.

         The  $2.25  cash  dividend  will be paid  before  the  stock  dividend,
therefore, no cash dividend will accompany the new shares arising from the stock
dividend in December.

         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 pending  acquisitions,  the company will expand its franchise
into  Pennsylvania  and will have total  assets in excess of $9.0  billion.  The
company's  banking  subsidiaries  offer a full array of innovative  products and
services to retail and commercial  markets,  including imaged checking accounts,
24-hour telephone banking, loans by phone,  alternative  investments,  insurance
products,  private label credit  programs,  trust services and a wide variety of
commercial loans and services including  international services, cash management
services, asset based loans and SBA loans.



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