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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) October 14, 1999
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HUDSON UNITED BANCORP
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(Exact Name of Registrant as Specified in Charter)
New Jersey 1-08660 22-2405746
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(State or Other Jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
1000 MacArthur Boulevard, Mahwah, NJ 07430
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 236-2600
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<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
a) On October 14, 1999, Hudson United Bancorp ("HUB") issued a
press release reporting 1999 third quarter earnings of $25.7
million or $0.65 per share on a diluted basis, compared with
operating earnings of $22.5 million or $0.55 per diluted share
for the same period in 1998. Including merger-related
restructuring charges, HUB had a net loss of $20.1 million, or
$0.50 per share, for the third quarter 1998. Return on average
assets and return on average equity for the third quarter 1999
were 1.43% and 24.79%, respectively.
HUB's total assets at September 30, 1999 were $7.2 billion.
Total loans at September 30, 1999 were $3.5 billion, deposits
were $4.8 billion, stockholders' equity was $405 million and book
value per common share was $10.42.
HUB is a multi-state bank holding company for Hudson United
Bank which has 170 offices in New Jersey, New York and
Connecticut. A copy of HUB's press release is attached to this
Form 8-K as an Exhibit and is incorporated herein by reference.
b) HUB has set November 15, 1999 at 9:00 a.m. for the reconvening
of its special meeting of shareholders to consider the merger of
JeffBanks, Inc. ("JeffBanks") into HUB (the "JeffBanks Merger").
JeffBanks has set November 15, 1999 at 9:00 a.m. for the
reconvening of its special meeting of shareholders to vote on the
JeffBanks Merger. Southern Jersey Bancorp of Delaware, Inc.
("Southern Jersey") has set November 15, 1999 at 10:00 a.m. for
the reconvening of its special shareholders meeting to consider
the merger of Southern Jersey into HUB. Supplemental proxy
materials have been sent to shareholders of all of these
corporations and new proxies are being solicited.
Item 7. Exhibits.
Exhibit 99 - Press Release dated October 14, 1999.
<PAGE>
SIGNATURE
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 hereunto duly authorized.
HUDSON UNITED BANCORP
Dated: October 15, 1999 By: D. LYNN VAN BORKULO-NUZZO
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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 Joseph F. Hurley
Chairman, President & CEO Executive Vice President & CFO
(201) 236-2631 (201) 236-6141
FOR IMMEDIATE RELEASE
October 14, 1999
Hudson United Bancorp Reports 18% Increase in Earnings Per Share
Mahwah, New Jersey, October 14, 1999 - Hudson United Bancorp (NYSE:HU)
today reported record third quarter earnings of $25.7 million or $0.65 per share
on a diluted basis, compared with operating earnings of $22.5 million or $0.55
per diluted share for the same period in 1998. Return on Average Assets was
1.43% and Return on Average Equity was 24.79% for the 1999 third quarter. For
the third quarter 1998, the Company had a net loss of $20.1 million, or $0.50
per share, including merger related restructuring charges and loss on assets
held for sale ("special charges").
"We are pleased to announce record earnings for the third quarter and
nine month periods. Our last pooling transaction was completed in the third
quarter of 1998. These results continue to demonstrate our strong internal
growth over the past four quarters." said Ken Neilson, Hudson United Bancorp's
Chairman, President and CEO." Our agreement to merge with Dime Bancorp, Inc.
will further enhance shareholder value and create a combined company with a
strong competitive position in its marketplace."
For the nine months ended September 30, 1999, net income was $75.7
million and diluted earnings per share was $1.89. Return on Average Assets was
1.47% and Return on Average Equity was 23.71% for the first nine months of 1999.
In the corresponding 1998 period, operating earnings were $60.8 million and
diluted earnings per share amounted to $1.46. For the 1998 nine month period,
the Company had a net loss of $0.6 million, or $0.02 per share, including
special charges.
Net interest income for the third quarter of 1999 was $67.1 million
compared to $64.4 million for the third quarter of 1998. The net interest margin
was 4.01% and 4.06% for the third quarter of 1999 and 1998, respectively. For
the nine months ended September 30, 1999, net interest income amounted to $197.4
million and the net interest margin was 4.10%. For the same period in 1998, net
interest income was $190.8 million and the net interest margin was 4.15%. The
higher net interest income in the 1999 periods compared to 1998 was primarily
due to an increased level of interest earning assets.
Noninterest income was $18.8 million and $51.4 million for the third
quarter and nine months of 1999, respectively. This compares to $13.5 million
and $39.3 million reported for the same periods in 1998. Noninterest income as a
percent of total net revenue was 23% for the third quarter of 1999, up from 18%
for the full year 1998. These increases reflect higher income from Shoppers
Charge and mortgage divisions and increased sales of alternative investment
products.
Noninterest expenses for the third quarter of 1999 were $42.9 million
compared to $39.9 million in the third quarter of 1998. This increase reflects
the higher cost of supporting our expanding business lines. The increase in
expenses was more than offset by higher revenue as the third quarter 1999
efficiency ratio of 45.6% compared favorably to the 46.5% efficiency ratio in
the same period last year. Noninterest expenses, for the nine months of 1999,
amounted to $125.7 million compared to $126.1 million for the same 1998 period.
The efficiency ratio for the first nine months of 1999 was 46.4% compared to
50.5% for the same 1998 period.
At September 30, 1999, non-performing assets totaled $27.4 million
(0.38% of total assets) compared to $24.6 million at December 31, 1998. The
Allowance for Possible Loan Losses totaled $54.8 million at quarter end and
represented 213% of non-performing loans and 1.55% of total loans. The provision
for possible loan losses was $3.3 million for the third quarter of 1999 and $2.8
million for the third quarter of 1998. The loan loss provision for the nine
months ended September 30, 1999 and 1998, respectively, was $8.3 and $11.9
million. The decline for the nine month period 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 September 30, 1999 were $7.2
billion compared to $6.8 billion at year-end 1998. Total loans, at September
quarter-end were $3.5 billion, an increase of $147 million from December 31,
1998. At September 30, 1999, total deposits were $4.8 billion, stockholders'
equity was $405 million and book value per common share was $10.42. All
regulatory capital ratios exceed those necessary to be considered a
well-capitalized institution. Hudson United Bancorp's leverage capital ratio was
5.8% reflecting the purchase of treasury shares which will be reissued in the
pending JeffBanks, Inc. acquisition.
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. During the third quarter, the Company agreed to acquire Lyon Credit
Corporation, a commercial finance company. This acquisition and the Company's
previously announced transactions with The Advest Group, Inc., JeffBanks, Inc.
and Southern Jersey Bancorp are expected to close in the fourth quarter. With
the pending fourth quarter acquisitions, the company will expand its franchise
into Pennsylvania and expects to have total assets in excess of $9.7 billion at
year-end 1999.
In September, Hudson United Bancorp and Dime Bancorp, Inc. announced
the signing of a definitive agreement to merge. The agreement provides for the
combined company to be known as Dime United Bancorp, Inc., a bank holding
company. The principal subsidiary is to be a commercial bank, named DimeBank.
Each share of Hudson United Bancorp will be converted into one share of Dime
United Bancorp, Inc. Subject to certain conditions, including shareholder and
regulatory approvals, the transaction is expected to close in the first quarter
of 2000.
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 lose 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.
<PAGE>
Hudson United Bancorp
Financial Highlights
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended September 30;
1999 1998 1998(1)
Income Statement ---- ---- -------
<S> <C> <C> <C>
Net Interest Income $67,145 $64,441 $64,441
Provision for Possible Loan Losses 3,300 2,791 2,791
Noninterest Income 18,848 13,501 13,501
Security Gains 848 16 16
Loss on Assets Held for Sale - 23,303 -
Noninterest Expense 42,873 39,878 39,878
Merger-Related and Restructuring Charges - 38,508 -
Pretax Income (Loss) 40,668 (26,522) 35,289
Tax Expense (Benefit) 14,995 (6,389) 12,757
------ ------ -------
Net Income Loss $25,673 $(20,133) $22,532
======= ======== =======
Basic Earnings (Loss) Per Share $.66 $(.50) $.56
Diluted Earnings (Loss) Per Share .65 (.50) .55
Return on Average Assets 1.43% (1.17)% 1.31%
Return on Average Equity 24.79% (16.52)% 18.49%
Weighted Average Shares - Basic (2) 38,924 40,358 40,358
Weighted Average Shares - Diluted (2) 39,338 40,358 41,243
</TABLE>
(1) Excludes merger related and restructuring charges and loss on assets
held for sale.
(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.
<PAGE>
Hudson United Bancorp
Financial Highlights
(In thousands, except per share data)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1999 1998 1998(1)
Income Statement ---- ---- -------
<S> <C> <C> <C>
Net Interest Income $197,445 $190,844 $190,844
Provision for Possible Loan Losses 8,300 11,890 11,890
Noninterest Income 51,384 39,291 39,291
Security Gains 2,832 3,850 3,850
Loss on Assets Held for Sale - 23,303 -
Noninterest Expense 125,680 126,100 126,100
Merger-Related Restructuring Charges - 66,953 -
Pretax Income 117,681 5,739 95,995
Tax Expense 41,945 6,388 35,185
------ ------- --------
Net Income (Loss) $75,736 $ (649) $60,810
======= ======= =======
Basic Earnings (Loss) Per Share $1.92 $ (.02) $ 1.49
Diluted Earnings (Loss) Per Share 1.89 (.02) 1.46
Return on Average Assets 1.47% (0.01)% 1.23%
Return on Average Equity 23.71% (0.17)% 16.28%
Weighted Average Shares - Basic (2) 39,524 40,725 40,725
Weighted Average Shares - Diluted (2) 40,038 40,725 41,747
</TABLE>
(1) Excludes merger related and restructuring charges and loss on assets held
for sale.
(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.
<PAGE>
Hudson United Bancorp
Financial Highlights
(In thousands, except per share data)
<TABLE>
<CAPTION>
9/30/99 12/31/98
SELECTED BALANCE SHEET DATA AT PERIOD-END
<S> <C> <C>
Loans $3,533,896 $3,386,810
Allowance for Loan Losses 54,788 53,499
Loans, net of the Allowance for Loan Losses 3,479,108 3,333,311
Investment Securities 3,127,879 2,895,596
Interest-Earning Assets 6,728,331 6,300,103
Total Assets 7,240,357 6,778,661
Deposits 4,828,724 5,051,390
Borrowings 1,772,110 821,593
Long Term Debt 200,000 200,000
Stockholders' Equity 405,013 456,815
9/30/99 12/31/98
SELECTED AVERAGE BALANCE SHEET DATA FOR THE QUARTER ENDED
Loans $3,509,684 $3,515,404
Interest-Earning Assets 6,673,559 6,313,344
Deposits 4,884,598 5,327,345
Total Assets 7,117,564 6,825,451
Common Equity 410,877 483,490
9/30/99 12/31/98
SELECTED AVERAGE BALANCE SHEET DATA FOR NINE MONTHS ENDED
Loans $3,461,541 $3,559,241
Interest-Earning Assets 6,461,772 6,170,598
Deposits 4,894,069 5,266,054
Total Assets 6,900,854 6,624,143
Common Equity 427,032 499,326
</TABLE>
