As Filed with the Securities and Exchange Commission on March 16, 1999
REGISTRATION NO. 333-
------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HUBCO, INC.
(Exact Name of Registrant as Specified in Its Charter)
------------------------
New Jersey 22-2405746
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation) Number)
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
(201) 236-2600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
Kenneth T. Neilson
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
(201) 236-2600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
PUBLIC: As soon as practicable after this
Registration Statement becomes effective.
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>
------------------------
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.
------------------------
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.
- ------------------------------------------------------------------------------
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION, DATED MARCH __, 1999
<PAGE>
===========================================================
PROSPECTUS
===========================================================
HUBCO, INC.
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 and any other HUBCO bank
subsidiary a simple and convenient way to become HUBCO 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
HUBCO'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, prior to May 31, 1999, when the
plan expires. 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 HUBCO common stock in the open market and hold those shares in
"street name" in your dividend reinvestment account. You may 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. HUBCO will
administer the plan at its own expense.
This prospectus relates to 3,000,000 shares of HUBCO common stock, no
par value. HUBCO common stock is listed on the Nasdaq National Market System
under the symbol "HUBC". The price to you of shares purchased under the plan
will be the market price at which American Stock Transfer & Trust Company
purchases the shares, less the appropriate discount.
----------------------------------------------------------------------
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 date of this Prospectus is March __ 1999
<PAGE>
TABLE OF CONTENTS
Page
THE COMPANY..........................................................1
FOR ADDITIONAL INFORMATION ABOUT HUBCO...............................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...........................................5
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 HUBCO since the date of this prospectus.
THE COMPANY
HUBCO is a New Jersey corporation and bank holding company. HUBCO's
principal operating subsidiaries are:
* Hudson United Bank -- a full-service commercial bank, which serves small
and mid-sized businesses and consumers through more than 85 branches in
Northern New Jersey.
* Lafayette American Bank -- a full-service commercial bank, which serves
primarily small-to-medium-sized business firms as well as individuals
through more than 45 banking offices located mainly in Fairfield, Hartford,
Middlesex and New Haven counties in Connecticut.
* Bank of the Hudson -- a community savings bank serving the Mid-Hudson
Valley area of New York through more than 30 branches in Dutchess, Orange,
Putnam and Rockland Counties.
HUBCO expects to merge these three subsidiaries into Hudson United Bank
in the near future.
HUBCO's strategy is to enhance profitability and build market share its
banking subsidiaries. HUBCO has completed over 25 acquisitions since 1990, and
HUBCO has added over 160 branches and over $6 billion in assets through
acquisitions this decade. HUBCO expects to continue its acquisition strategy.
FOR ADDITIONAL INFORMATION ABOUT HUBCO
HUBCO 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
HUBCO. 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. HUBCO's filings can also be read at the offices of the
Nasdaq National Market System, on which the Common Stock is listed.
Important information about HUBCO 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. Current Report filed on Form 8-K dated January 28, 1999.
3. The description of the Common Stock contained in HUBCO's
Registration Statement on Form 8A.
As long as HUBCO continues to offer the plan, HUBCO also incorporates
by reference additional reports, proxy statements, and other documents that
HUBCO 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.
HUBCO 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 HUBCO Shareholder
Services, as follows:
HUBCO
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 HUBCO Shareholder Services at (201)
236-2641.
Employees of HUBCO 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 HUBCO or its subsidiaries.
Employees of HUBCO and its subsidiaries may only participate in the offering in
ministerial capacities or provide clerical work in effecting sales transactions.
HUBCO 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 HUBCO or any HUBCO 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 HUBCO issuing new shares. Therefore,
HUBCO 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 HUBCO's subsidiary banks
with a simple and convenient one-time opportunity to invest in shares of HUBCO
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 HUBCO's dividend reinvestment plan, in which you will
also agree to initially participate. HUBCO's subsidiary banks are Hudson United
Bank, Lafayette American Bank and Bank of the Hudson. Lafayette American and
Bank of the Hudson are being merged into Hudson United Bank in March, 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 HUBCO 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 one of
HUBCO's subsidiary banks. 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.
4. Who is eligible to participate in the plan?
You are eligible to participate in the plan if:
* you have been our customer for more than one year;
* you are above the age of eighteen;
* you have not yet purchased HUBCO stock through this plan;
and
* no other member of your household has participated or is
currently participating in the plan.
Officers, managers, directors, or employees of HUBCO or any HUBCO
subsidiary are not eligible to participate in the plan.
To be eligible, you must also agree to participate, at least initially,
in the HUBCO 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, attached to this plan as Appendix A, 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, Lafayette American Bank, or
Bank of the Hudson. If you started out as a customer of a bank that was acquired
by HUBCO, 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 HUBCO, 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 attached
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.)
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:
* charging your bank account at a HUBCO subsidiary;
* paying cash;
* sending a check; or
* 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?
HUBCO 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 HUBCO in connection with purchases made pursuant to
the plan, and HUBCO absorbs all of the administrative expense of the plan.
However, the customer will incur charges upon selling the shares.
All correspondence to HUBCO relating to the plan should be directed to:
D. Lynn Van Borkulo-Nuzzo
HUBCO, Inc.
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
(201) 236-2641
HUBCO 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 HUBCO'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, HUBCO 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. HUBCO stock is traded on the Nasdaq National Market System.
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 HUBCO'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. Dividend reinvestment
participants receive quarterly statements.
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 HUBCO and the transfer agent under
this plan?
In administering the plan, neither HUBCO 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 HUBCO common
stock. You should understand that HUBCO 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?
HUBCO 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. HUBCO 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 HUBCO, and its determinations will be
final and binding. No alternative, conditional or contingent investments will be
accepted. HUBCO reserves the absolute right to reject any or all investments for
any reason. HUBCO also reserves the right to waive any irregularities or
conditions. HUBCO's interpretations of the terms and conditions of the plan will
be final and binding.
HUBCO expects to discontinue the discounts when total discounts equal
$1 million. The entire plan will be discontinued on May 31, 1999. The plan may
be discontinued earlier if 3,000,000 shares are purchased under the plan.
19. What happens if participation exceeds the number of shares HUBCO
has available for issuance under the plan?
If there is an oversubscription to purchase shares under the plan,
HUBCO may file a registration statement with the SEC to register additional
shares of common stock to cover the oversubscription. However, if HUBCO
determines, in its sole discretion, not to register additional shares, HUBCO
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?
HUBCO 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 HUBCO to the transfer agent and brokerage commissions
paid by HUBCO 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 HUBCO 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 HUBCO 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.
<PAGE>
EXPERTS
The consolidated financial statements and schedules included in HUBCO'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 HUBCO 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 HUBCO'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, HUBCO 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 Restated Certificate of Incorporation of HUBCO, as amended,
filed as Exhibit 3(a) to HUBCO's Annual Report on Form 10-K for 1997.
4-3 By-Laws of HUBCO, as amended and restated -- filed as Exhibit 3(b) to
HUBCO's Annual Report on Form 10-K for 1997.
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.
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 11th day of March,
1999.
HUBCO, INC.
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) March 11, 1999
- -------------------------------------------
(Kenneth T. Neilson)
ROBERT J. BURKE Director March 11, 1999
- -------------------------------------------
(Robert J. Burke)
DONALD P. CALCAGNINI Director March 11, 1999
- -------------------------------------------
(Donald P. Calcagnini)
Director March ___, 1999
- -------------------------------------------
(Joan David)
Director March ___, 1999
- -------------------------------------------
(Noel deCordova, Jr.)
THOMAS R. FARLEY Director March 11, 1999
- -------------------------------------------
(Thomas R. Farley)
- -------------------------------------------
(Bryant Malcolm) Director March ___, 1999
W. PETER McBRIDE Director March 11, 1999
- -------------------------------------------
(W. Peter McBride)
Director March ___, 1999
- -------------------------------------------
(Charles F.X. Poggi)
DAVID A. ROSOW Director March 11, 1999
- -------------------------------------------
(David A. Rosow)
JAMES E. SCHIERLOH Director March 11, 1999
- -------------------------------------------
(James E. Schierloh)
Director March ___, 1999
- -------------------------------------------
(Sister Grace Frances Strauber)
JOHN TATIGIAN Director March 11, 1999
- -------------------------------------------
(John Tatigian)
Executive Vice President and
JOSEPH F. HURLEY Chief Financial Offer March 11, 1999
- -------------------------------------------
(Joseph F. Hurley)
RICHARD ALBAN Controller March 11, 1999
- -------------------------------------------
(Richard Alban)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
4-1 Customer Appreciation Stock Purchase Plan (see Prospectus).
4-2 Restated Certificate of Incorporation of HUBCO, as amended,
filed as Exhibit 3(a) to HUBCO's Annual Report on Form 10-K for 1997.
4-3 By-Laws of HUBCO, as amended and restated -- filed as Exhibit 3(b) to
HUBCO's Annual Report on Form 10-K for 1997.
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.
EXHIBIT 5
PITNEY, HARDIN, KIPP & SZUCH
P.O. Box 1945
Morristown, New Jersey 07962-1945
March 16, 1999
HUBCO, Inc.
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the
"Registration Statement") by HUBCO, Inc. (the "Company") relating to 3,000,000
shares of the Company's Common Stock, no par value (the "Securities") to be
offered pursuant to the Company's Customer Appreciation Stock Purchase Plan (the
"Plan").
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such corporate records, documents,
agreements, instruments and certificates of public officials of the State of New
Jersey and of officers of the Company as we have deemed necessary or appropriate
in order to express the opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that, when the
Securities have been duly issued as contemplated by the Registration Statement
(including the Prospectus which is not filed herewith) and the Plan and for the
consideration determined in accordance with the terms of the Plan, the
Securities have been be validly issued, and are fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the
United States and the laws of the State of New Jersey, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
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 HUBCO'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
March 15, 1999
EXHIBIT 24
HUBCO, INC.
POWER OF ATTORNEY
FORM S-3
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth T. Neilson and D. Lynn Van
Borkulo-Nuzzo, as their attorney-in-fact, with power of substitution, for him or
her in any and all capacities, to sign any and all amendments (whether pre- or
post-effective), to this Registration Statement on Form S-3 of HUBCO, Inc. (SEC
file No. _______________) and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue thereof.
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman, President, Chief
Executive Officer and Director
KENNETH T. NEILSON (Principal Executive Officer) March 11, 1999
- -------------------------------------------
(Kenneth T. Neilson)
ROBERT J. BURKE Director March 11, 1999
- -------------------------------------------
(Robert J. Burke)
DONALD P. CALCAGNINI Director March 11, 1999
- -------------------------------------------
(Donald P. Calcagnini)
Director March ___, 1999
- -------------------------------------------
(Joan David)
Director March ___, 1999
- -------------------------------------------
(Noel deCordova, Jr.)
THOMAS R. FARLEY Director March 11, 1999
- -------------------------------------------
(Thomas R. Farley)
- -------------------------------------------
(Bryant Malcolm) Director March ___, 1999
W. PETER McBRIDE Director March 11, 1999
- -------------------------------------------
(W. Peter McBride)
Director March ___, 1999
- -------------------------------------------
(Charles F.X. Poggi)
DAVID A. ROSOW Director March 11, 1999
- -------------------------------------------
(David A. Rosow)
JAMES E. SCHIERLOH Director March 11, 1999
- -------------------------------------------
(James E. Schierloh)
Director March ___, 1999
- -------------------------------------------
(Sister Grace Frances Strauber)
JOHN TATIGIAN Director March 11, 1999
- -------------------------------------------
(John Tatigian)
Executive Vice President and
JOSEPH F. HURLEY Chief Financial Offer March 11, 1999
- -------------------------------------------
(Joseph F. Hurley)
RICHARD ALBAN Controller March 11, 1999
- -------------------------------------------
(Richard Alban)
</TABLE>
EXHIBIT 99-1
Authorization and Enrollment Form for the
HUBCO CUSTOMER APPRECIATION STOCK PLAN
Please read the enclosed instructions carefully.
PART I
- --------------------------------------------------------------------------------
Personal Information
- --------------------------------------------------------------------------------
2a. Applicant's Social Security
1a. Name: or Tax ID Number:
- ------------------------------------------ ----------------------------------
2b. Secondary's Social Security
1b. Name: or Tax ID Number:
- ------------------------------------------ ----------------------------------
3. Street Address:
- -----------------------------------------------------------------------------
4. City, State, Zip Code:
- -----------------------------------------------------------------------------
5. Bank Name & Branch Location:
- -----------------------------------------------------------------------------
6. Bank Account Number: (only one account umber is necessary)
- -----------------------------------------------------------------------------
7. Form of Payment:__ Check ___ Money Order ___ Direct Withdrawal (Acct # )
- --------------------------------------------------------------------------------
8a. Amount to be Invested: $
OR
8b. Maximum Number Shares to be Purchased:
- --------------------------------------------------------------------------------
9. Number Years as a Customer:
- --------------------------------------------------------------------------------
Additional Instructions for Stock Transfer Agent
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(please attach additional pages if necessary)
- --------------------------------------------------------------------------------
BY SIGNING BELOW YOU CERTIFY THAT:
* I have read the enclosed Customer Appreciation Stock Purchase Plan, and
agree to abide by its terms.
* I have read and agree to participate in and abide by the terms of the
Dividend Reinvestment Plan, which I have received.
* The information contained in this application is true and accurate to the
best of my knowledge.
* I have read the instructions for filling out this application.
- --------------------------------------------------------------------------------
SIGNATURE: Date:
- -------------------------------------------- --------------------------------
- -------------------------------------------- --------------------------------
(SIGNATURE: ) (Date:
- -------------------------------------------- --------------------------------
<PAGE>
PART II
<TABLE>
<CAPTION>
Substitute Form W-9
- ------------------------------------------ ------------------------------------------ --------------------------------------
<S> <C> <C>
SUBSTITUTE PART I-Please Provide Your TIN in the Social Security Number
FORM W-9 Box at Right and Certify by Signing and OR
Department of the Treasury Dating Below. Employer Identification Number
Internal Revenue Service (See Explanation of Substitute Form W-9
Payer's Request for Taxpayer below). ______________________
Identification Number (TIN)
---------------------------------------------------------------------------------
PART II-Awaiting TIN:
For Payees exempt from backup
withholding, complete as directed in
Explanation of Substitute Form W-9
below.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
Certification. Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service ("IRS") that I am subject to
backup withholding as a result of a failure to report all interest or
dividends, or the IRS has notified me that I am no longer subject to
backup withholding.
Certification Instructions. You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting of interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2).
- --------------------------------------------------------------------------------
SIGNATURE: DATE:
- --------------------------------------------------------------------------------
You must complete the following certificate if you checked the Box in part II of
Substitute Form W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate IRS
Center or Social Security Administration Office or (b) I intend to mail or
deliver an application in the near future. I understand that, notwithstanding
that I have checked the box in Part II (and have completed this Certificate of
Awaiting Taxpayer Identification Number), 31% of all reportable payments made to
me will be withheld until I provide a properly certified taxpayer identification
number to the Exchange Agent.
- --------------------------------------------------------------------------------
Signature Date
- --------------------------------------------------------------------------------
<PAGE>
Instructions for the
HUBCO Customer Appreciation Stock Plan Authorization Form
PART I
Personal Information
1a. The applicant should be the primary accountholder of the account in question
six.
1b, 2b. If the stock account is being opened as a joint account, or if the bank
account being used is a joint account, please include the name and social
security number of the second person.
3-4. The address submitted should be the address of the applicant in Box 1a.
This address should match the address of record on the account in Box 6.
6. If the accountholder has several accounts any account number will suffice.
Note that this account and other accounts to which you maintain in this bank
will be used to verify the number of years that you have been a customer, and
for direct withdrawal if the information submitted in Box 7 is inadequate.
7. If you would like to take advantage of direct withdrawal, please submit the
account number that you would like to use. If you check direct withdrawal and do
not submit an account number, we will the use the account number submitted in
Box 6. Additionally, if you do not check any box in Box 7 and no payment is
submitted we will assume you would like to take advantage of direct withdrawal.
8a-8b. You are only required to enter information in 8a or 8b, but not both. If
you enter information in both 8a and 8b and the maximum number of shares you
authorize to be purchased exceeds the amount to be invested, we will purchase as
many shares as possible up to the authorized investment. Alternatively, if you
enter information in both 8a and 8b and the amount to be invested exceeds the
maximum number of shares you authorize to be purchased, we will purchase the
number of shares requested, and credit your account the difference. NOTE: No
interest will be paid on credited funds.
9. The exact number of years that you have been a customer is unnecessary, as we
will verify the number of years you have been a customer using the account
number in Box 6.
Additional Instructions to Stock Transfer Agent
You may include additional instructions to the stock transfer agent. However,
your instructions included MUST conform to the stock plan described in the
prospectus, as interpreted by HUBCO, or your instructions will be disregarded.
If your instructions are incompatible with the stock plan, we will not open an
account for you. The prospectus explains where instructions to the stock
transfer agent may be necessary.
Signatures
If the stock account is being opened as a joint account, both you and second
person must sign. You will both be bound by the terms of the HUBCO Customer
Appreciation Stock Plan and Dividend Reinvestment Plan. If you are signing on
behalf of an entity, include your title.
<PAGE>
PART II
Explanation of Substitute Form W-9
Federal Income Tax Withholding. Under Federal income tax law, the
Exchange Agent is required to file a report with the IRS disclosing certain
payments of cash being made to each HUBCO shareholder. This would occur when you
are participating in the dividend reinvestment program and a dividend is
distributed. In order to avoid "backup withholding" of Federal income tax on any
cash received when a dividend is distributed, you must provide the Stock
Transfer Agent with your tax identification number ("TIN") on Substitute Form
W-9. Furthermore you must certify under penalties of perjury that the number is
correct and that you are not otherwise subject to backup withholding. If the
correct TIN and certifications are not provided, the shareholder may be subject
to a $50 penalty that may be imposed by the IRS, and distributions may be
subject to backup withholding at a rate of 31%. In addition, you make a false
statement that results in no imposition of backup withholding, and there was no
reasonable basis for making such a statement, the shareholder may be subject to
a $500 penalty that may also be imposed by the IRS.
Backup withholding is not an additional Federal income tax. Rather, the
Federal income tax liability of a person subject to backup withholding will be
reduced by the amount of such tax withheld. If backup withholding results in an
overpayment of income taxes, a refund may be obtained from the IRS.
The TIN that must be provided on the Substitute Form W-9 is that of the
primary applicant. The TIN for an individual is his or her social security
number. The box in Part II of the Substitute Form W-9 may be checked if the
applicant has not been issued a TIN and has applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part II has been checked, the
applicant must also complete the Certificate of Awaiting Taxpayer Identification
Number in order to avoid backup withholding. Notwithstanding that the box in
Part II is checked (and the Certificate of Awaiting Taxpayer Identification
Number is completed), the Stock Transfer Agent will withhold 31% on all cash
dividends made prior to the time you notify the Stock Transfer Agent that you
have been provided with a properly certified TIN.
Exempt persons (including, among others, corporations) are not subject to
backup withholding. A foreign individual may qualify as an exempt person by
submitting Form W-8 or a substitute Form W-8, signed under penalties of perjury,
certifying to such person's exempt status. A form of such statement can be
obtained from the Stock Transfer Agent. You should consult your tax advisor as
to such your qualification for an exemption from backup withholding and the
procedure for obtaining such exemption. The signature and date provided on the
Substitute Form W-9 will serve to certify that the TIN and withholding
information provided are true, correct, and complete. Please consult your
accountant or tax advisor for further guidance in completing the Substitute Form
W-9.
EXHIBIT 99-2
HUBCO, INC.
DIVIDEND INVESTMENT PLAN
(as amended effective 10/1/98)
HUBCO, INC.
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
<PAGE>
Putting Your Dividends to Work Building Your Capital
How often does your dividend money get wasted on nonessentials or get used
for normal day-to-day expenses that could be covered by other income?
Now there's a simple low-cost way of using your dividends to make your
capital grow, a way to systematically invest your dividends in additional shares
of HUBCO, Inc. ("HUBCO") common stock, HUBCO's new Dividend Investment Plan and
it's available to you as a holder of HUBCO common stock.
The Plan--How It Works
All that is needed is your authorization (as per the enclosed authorization
form). From then on your dividends are automatically given to American Stock
Transfer & Trust Company for investment. American Stock Transfer & Trust Company
buys common shares of HUBCO at the prevailing market price and credits your plan
account with whole and fractional shares computed to the third decimal place.
The shares held for you are voted by American Stock Transfer & Trust Company
automatically in the same manner as are the shares you hold in your name.
Additional Cash Payments
Under the plan you may add to your investment with voluntary cash payments.
After the first dividend is invested in your plan account, you may send American
Stock Transfer & trust Company amounts from $10 up to a maximum of $20,000 in
any one quarter. Payments may be made at any time, as often or as seldom as you
choose. The payments are added to your dividend cash and used to purchase HUBCO
common shares on the last business day of the month. Voluntary payments held by
American Stock Transfer & Trust Company until invested do not earn interest.
The usual dividend payment dates at HUBCO are the first day of March, June,
September and December. Uninvested voluntary cash will be refunded if American
Stock Transfer & Trust Company receives your request at least two business days
before the purchase.
Taxability of Dividends
The fact that dividends automatically are invested under the plan does not
relieve the participant of any liability for taxes which may be otherwise
payable on such dividends.
Fees to Participants
American Stock Transfer & Trust Company will act as agent for Plan
Participants when purchasing shares, which will be bought only on the open
market of in negotiated transactions and will not under any circumstances be
purchased from the Company. HUBCO pays the Plan administration fees; you are
charged only your proportionate share of brokerage costs for each transaction
occurring after September 30, 1998. Since purchases are made on a pooled basis,
transaction costs should be less than those associated with individual purchases
of small numbers of shares.
**Special IRS Ruling
There was a recent ruling issued by Internal Revenue Service that any fees
or commissions absorbed by HUBCO for this plan would be taxable to each
individual participant on a pro rata basis. At the present time the maximum fee
is $6 per annum.
Here Are Six Benefits to You of the Dividend Investment Plan
1. Systematic Investment
Most financial advisors agree that the best long-term investment plan is
a systematic one that results in dollar cost averaging. That's what you have
when shares are bought at regular intervals as dividends are paid. Your money is
invested promptly in shares of HUBCO common stock. There's nothing for you to
remember and no paperwork to worry about.
2. You Can Buy Fractional Shares
Even if your dividend isn't big enough to buy a whole share of HUBCO
common stock, you are credited with a fractional share computed to three decimal
places. Fractional shares of HUBCO common stock start earning dividends with the
next dividend payment, just the way full shares do.
3. Additional Cash Payments
You may make additional cash payments either on a systematic basis, or
from time to time, as you desire. You may even authorize automatic monthly
voluntary payments to the Dividend Investment Plan through electronic funds
transfer from your checking or savings account. Please refer to the section
entitled "Additional Cash Payments" for more information.
4. Record Keeping Simplified
Shares purchased for you are held in safekeeping and you receive a
record of all transactions relating to your account.
5. Safe Keeping
Once you sign up for the Dividend Investment Plan, you may deposit your
certified shares into the Plan for safekeeping to avoid the possibility of loss,
destruction or theft.
6. No Permanent Commitment
You can terminate your participation in the Plan at any time up to the
next dividend record date. Just write to American Stock Transfer & Trust
Company. If you terminate, stock certificates for full shares of HUBCO common
stock will be issued in your name or, if you so direct, they will be sold for
you at the then current market price. Any fractional shares at the time of
termination will be converted to cash on the basis of such current market price.
A check for the proceeds will be sent to you.
How to Get Started
It's easy to start investing your dividends. Simply fill in the enclosed
authorization card and mail it in the envelope provided to:
American Stock Transfer & Trust Company
Dividend Reinvestment Department
40 Wall Street, 46th Floor
New York, New York 10005
Your next HUBCO dividend will be sent by HUBCO direction to American Stock
Transfer & Trust Company. Please--Send nothing else but the authorization card.
All correspondence for or questions about the Plan should be sent to
American Stock Transfer & Trust Company at the above address and should include
a reference to HUBCO, Inc. Please do not send correspondence to HUBCO.
The Plan is being administered by American Stock Transfer & Trust Company
To start your investment with a specific dividend your authorization card
should be in American Stock Transfer & Trust Company's hands prior to the record
date for that dividend. If cards are received after the record date, your
participation in the Plan will begin the next dividend.
Terms and Conditions of Dividend Investment Plan for Shareholders of HUBCO, Inc.
1. American Stock Transfer & Trust Company ("ASTC") will establish a Dividend
Investment Account (the "Account") for each shareholder authorizing his or her
participation in the Dividend Investment Plan (the "Plan") for shareholders of
HUBCO, Inc. ASTC will credit the Account of each participant (the "Participant")
in the Plan funds received by ASTC from each of the following three sources:
(a) all cash dividends ("Dividends") received from HUBCO, Inc.
(i)by ASTC as agent for the Participant on all shares of HUBCO Common
Stock ("Common Stock") registered in Participant's name on the books of HUBCO,
Inc., and
(ii) by ASTC on all full shares of Common Stock and fractional share
equivalents credited to the Participant's Account;
(b) all Voluntary Cash Payments pursuant to Item (c) below received by ASTC
from the Participant; and (c) the proceeds received by ASTC from the sale of
Dividend Securities pursuant to Item 11 below.
2. Acting as agent for each Participant, ASTC will apply the funds credited to
the Participant's Account pursuant to Item 1 above to the purchase of shares of
Common Stock and fractional share equivalents (the "Additional Shares") and will
credit the number of Additional Shares so purchased to the Participant's
Account. As provided in Items 3 and 11 below, Additional Shares may be purchased
for Participant's Account with the credited funds received by ASTC from any
source specified in item (a) above in respect of all Participants in the Plan or
with the combined funds from two or three such sources in respect of such
Participants. The price at which ASTC shall be deemed to have acquired
Additional Shares for the Participant's Account shall be the average price of
all Additional Shares purchased by it as agent for all Participants in the Plan
with the funds from each source being separately applied, or with the combined
funds of all sources being concurrently applied, as the case may be.
3. After the first Dividend has been applied by ASTC under the Plan to purchase
of Additional shares for the Participant's Account, the Participant, at his or
her option, may, from time to time, send a check or money order payable to
American Stock Transfer & Trust Company in the amount of $10 up to a maximum of
$20,000 in any quarter ("Voluntary Cash Payment"), accompanied by a written
instruction, in the form of the tear off portion attached to the Statement
described in Item 4 below, to apply such Voluntary Cash Payment to the purchase
of Additional Shares for the Participant's Account. ASTC will credit such
Voluntary Cash payments to the Account of the Participant and apply such funds
to the purchase of Additional Shares for the Participant's Account on the last
business day of each month.
ASTC will apply all the Voluntary Cash Payments which are invested on a
monthly basis on the last business day of each month.
4. As soon as practicable after each Dividend has been applied to the purchase
of Additional Shares, ASTC will mail to each Participant a statement (the
"Statement") describing the transaction in the Participant's Account subsequent
to those described on the previous Statement.
5. Purchase of Additional Shares pursuant to the Plan may be made on any
securities exchange where the Common Stock is traded, in the over-the-counter
market, or in negotiated transactions, and may be on such terms as to price,
delivery and otherwise, and will be executed through such brokers, as ASTC may
determine. In making purchases of Additional Shares pursuant to Item 2 above and
in making sales of Dividend Securities pursuant to Item 11 below for the
Participant's Account, ASTC will commingle the Participant's funds with those of
all other Participant's in the Plan. ASTC will hold the Additional Shares of all
Participants in the Plan in the name of its nominee. ASTC shall have no
responsibility for any fluctuation in the market value of the Additional Shares
purchased for the Participant's Account.
6. No certificates representing the Additional Shares purchased for the
Participant Account will be issued to the Participant unless Participant so
requests or until Participant's Account is terminated and Participant so elects
as provided in Item 9 below. Such requests and elections must be made in writing
to ASTC and, in the case of requests, must be made after the purchase of the
Additional Shares for the Participant's Account to which such request relates.
No charge will be made for the issuance of one or more certificates for all or
part of the full Additional Shares credited to the Participant's Account. No
certificate will be issued for a fraction of an Additional Shares.
7. ASTC will make every effort to apply the whole amount of the funds available
in the Participant's Account to the purchase of Additional Shares on the last
business day of each month, and (except in the case of Voluntary Cash payments)
in any event prior to the next ensuing dividend date, unless any applicable
Federal securities or other laws may curtail or suspend the purchase of
Additional Shares by ASTC. If such curtailment or suspension continues for a
period longer than 90 days, ASTC will promptly mail to the Participant a check
payable to Participant's order in the amount of any unapplied funds in the
Participant's Account.
8. The fact that Dividends automatically are invested under the Plan does not
relieve the Participant of any liability for taxes which may be otherwise
payable on such Dividends.
9. Participation in the Plan may be terminated either by ASTC or by the
Participant at any time by the giving of written notice as provided in Item 15
below; provided that ASTC may apply any funds in the Participant's Account to
the purchase of Additional Shares. Together with the giving of written
instructions by the Participant to ASTC to terminate his Account or in written
response to ASTC notice of termination of his Account, the Participant shall
elect whether he wishes to receive a certificate or certificates representing
the full Additional Shares accumulated in Participant's Account or direct the
agent to sell all or part of such shares and deliver to Participant the proceeds
of such sale. Shares so to be sold may be aggregated with those of other
terminating Participants, in which case the proceeds to each Participant will be
based on the average sales price. In every case of termination, fractions of
Additional Shares accumulated in the Participant's Account will be paid for in
cash at the Settlement Price. The Settlement Price for any fractions of
Additional Shares accumulated in the Participant's Account will be the current
market price of the Common Stock on the date of termination of participation in
the Plan.
10. If the Participant disposes of all shares of HUBCO stock registered in such
Participant's name on the books of HUBCO, ASTC may, at its option, terminate the
Participant's Account or, until otherwise notified in writing by the
Participant, continue to apply to the purchase of Additional Shares for the
Participant's Account all funds thereafter credited to the Participant's Account
pursuant to Item 1 above.
11. Any dividends in the form of shares of Common Stock and any shares resulting
from a split of Common Stock distribution by HUBCO on Additional Shares
accumulated in the Participant's Account will be credited to the Participant's
Account and reflected in the Statement described in Item 4 above. In the event
that HUBCO makes available to the holders of its Common Stock (1) rights to
purchase additional shares of Common Stock, convertible debentures or other
securities of HUBCO, Inc. or (2) any securities of any other issuer or shares of
any class of HUBCO other than shares of Common Stock, ASTC will, except as
otherwise provided in this Item 11, sell such rights or other securities, as the
case may be (the "Dividend Securities"), accruing to the Additional Shares
credited to the Participant's Account and apply the resulting funds to the
purchase of Additional Shares for the Participant's Account prior to or in
conjunction with the application of the next Dividend or Voluntary Cash Payment.
The price at which ASTC shall be deemed to have sold Dividend Securities for the
Participant's Account shall be the average price of all Dividend Securities sold
by it as agent for all Participants in the Plan. If Participant wishes to
receive the Dividend Securities, Participant should request ASTC, prior to the
record date for payment of the Dividend Securities, to issue certificates to
participant for the Dividend Securities so that these specific Dividend
Securities accruing to participant's Additional Shares will flow directly to
Participant. Any fractional unit of Dividend Securities will be sold by ASTC and
the resulting funds will be applied to the purchase of Additional Shares for the
Participant's Account as provided above in this Item 11.
12. A Participant will be sent a proxy covering all shares held by such
Participant, including Additional Shares accumulated in the Participant's
Account. Shares will be voted in accordance with the Participant's instruction;
if no proxy is received from the Participant, no shares will be voted.
13. It is understood that the automatic investment of dividends under this
program does not relieve the Participant of any income tax which may be payable
on such dividends. ASTC will report to each Participant the amount of dividends
credited to his or her Account, as well as the taxable income resulting from the
payment of brokerage commissions by HUBCO.
14. ASTC shall incur no liability hereunder for any action taken, suffered or
omitted by it in good faith including, without limitation, any claim of
liability (1) arising out of failure to terminate the Participant's Account,
upon the Participant's death or otherwise, prior to the receipt of notice in
writing of such death or termination, and (2) with respect to the price at which
Additional Shares are purchased or Additional Shares or Dividend Securities are
sold for the Participant's Account and the terms on which such purchases and
sales are made, subject to applicable provisions of Federal Securities Laws.
15. Except as provided in Item 13 above with respect to notice of termination or
participation in the Plan, any notice, instruction, request or election which by
any provisions of the Plan is required or permitted to be given or made by the
Participant to ASTC shall be in writing and shall be deemed to have been
sufficiently given or made for all purposes by being deposited, postage prepaid,
in a post office letter box addressed to American Stock Transfer & Trust
Company, Dividend Reinvestment Department, 40 Wall Street, 46th Floor, New York,
New York 10005.
16. Any notice or certificate which by any provision of the Plan is required to
be given by ASTC to the Participant shall be in writing and shall be deemed to
have been sufficiently given for all purposes by being deposited, postage
prepaid, in a post office letter box addressed to the Participant at his or her
address as it shall last appear on ASTC records.
17. The terms and conditions of the Authorization for the Dividend Investment
Plan of HUBCO and its operation shall be governed by and construed in accordance
with the laws of the State of New York.
18. HUBCO reserves the right to appoint a successor agent under the Plan.
