=============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 21, 1999
HUDSON UNITED BANCORP
---------------------
(Exact name of registrant as specified in its charter)
New Jersey
----------
(State or other jurisdiction of incorporation)
1-10699 22-2405746
------- ----------
(Commission File Number) (IRS Employer Identification No.)
1000 MacArthur Boulevard, Mahwah, New Jersey 07430
--------------------------------------------------
(Address of principal executive offices)
(201) 236-2600
--------------
(Registrant's telephone number, including area code)
=============================================================
<PAGE>
Item 5. Other Events
- ---------------------
On April 21, 1999, HUBCO, Inc. amended its Certificate of Incorporation
to: (i) change its name to Hudson United Bancorp, and (ii) increase the number
of authorized shares of capital stock of the Company from 65,245,350 shares to
125,000,000 shares.
The increase in authorized shares includes an increase in the
authorized common stock from 54,636,350 shares to 100,000,000 shares and an
increase in the authorized preferred stock from 10,609,000 shares to 25,000,000
shares.
Each of the amendments was approved by a majority of the company's
shareholders at its 1999 Annual Meeting of Shareholders held on April 21, 1999.
Also on April 21, 1999, the company announced that it will list its
shares on the New York Stock Exchange ("NYSE") beginning Monday, May 3, 1999.
The company's shares will be traded on the NYSE under the symbol "HU".
Hudson United Bancorp is a multi-state bank holding company with over
160 offices in New Jersey, New York and Connecticut. The company recently
consolidated its three banking subsidiaries, Hudson United Bank, Lafayette
American Bank, and Bank of the Hudson, into a single bank operating under the
name Hudson United Bank.
The company's Certificate of Incorporation, as changed to reflect the
amendments, and a copy of the company's press release announcing the name change
and listing of the company's shares on the NYSE are attached to this Form 8-K as
exhibits.
<PAGE>
Item 7. Exhibits
- -----------------
Exhibit 99.1 Certificate of Incorporation, reflecting all changes
made on or prior to April 21, 1999.
Exhibit 99.2 Press Release dated April 21, 1999.
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.
HUBCO, INC.
D. LYNN VAN BORKULO-NUZZO
Dated: April 21, 1999 By: ____________________________
D. Lynn Van Borkulo-Nuzzo,
Executive Vice President
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HUDSON UNITED BANCORP
This Amended and Restated Certificate of Incorporation was
duly adopted in accordance with the provisions of the New Jersey Business
Corporation Act. The name of the Corporation is Hudson United Bancorp and its
original Certificate of Incorporation was filed with the Secretary of State of
the State of New Jersey on May 5, 1982.
ARTICLE I
CORPORATE NAME
The name of the Corporation shall be Hudson United Bancorp
(hereinafter the "Corporation").
ARTICLE II
CURRENT REGISTERED OFFICE AND
CURRENT REGISTERED AGENT
The address of the registered office of the Corporation is
1000 MacArthur Boulevard, Mahwah, New Jersey 07430. The name of the current
registered agent at that address is D. Lynn Van Borkulo.
ARTICLE III
BOARD OF DIRECTORS AND NUMBER OF DIRECTORS
The number of directors shall be governed by the by-laws of
the Corporation. The current number of directors constituting the Board of
Directors is twelve. The names and addresses of the current Board of Directors
are as follows:
<PAGE>
NAME ADDRESS
---- -------
Kenneth T. Neilson 1000 MacArthur Boulevard
Mahwah, NJ 07430
Robert J. Burke 1000 MacArthur Boulevard
Mahwah, NJ 07430
Donald P. Calcagnini 1000 MacArthur Boulevard
Mahwah, NJ 07430
Joan David 1000 MacArthur Boulevard
Mahwah, NJ 07430
Thomas R. Farley 1000 MacArthur Boulevard
Mahwah, NJ 07430
Michael H. Flynn 1000 MacArthur Boulevard
Mahwah, NJ 07430
Robert B. Goldstein 1000 MacArthur Boulevard
Mahwah, NJ 07430
Bryant Malcolm 1000 MacArthur Boulevard
Mahwah, NJ 07430
W. Peter McBride 1000 MacArthur Boulevard
Mahwah, NJ 07430
Charles F.X. Poggi 1000 MacArthur Boulevard
Mahwah, NJ 07430
David A. Rosow 1000 MacArthur Boulevard
Mahwah, NJ 07430
James E. Schierloh 1000 MacArthur Boulevard
Mahwah, NJ 07430
John Tatigian 1000 MacArthur Boulevard
Mahwah, NJ 07430
Sister Grace Frances Strauber 1000 MacArthur Boulevard
Mahwah, NJ 07430
<PAGE>
Shareholders shall have no right to increase or decrease the
number of directors constituting the Board, except by the affirmative vote of at
least three-quarters of all of the outstanding shares of common stock entitled
to vote thereon, said vote to take place at an annual or special meeting of the
Corporation's stockholders called for the purpose of considering such matter.
Any director may be removed from office by the stockholders of the Corporation,
but only for cause.
Notwithstanding anything else in this Certificate of
Incorporation to the contrary (and notwithstanding the fact that a lesser
percentage may be permitted by law, this Certificate of Incorporation or the
by-laws of the Corporation), the provisions of this Article III may not be
amended, altered, changed or repealed in any respect, nor may any provision
inconsistent herewith be adopted, unless such action is approved by the
affirmative vote of at least three-quarters of all of the outstanding shares of
common stock entitled to vote thereon, said vote to take place at an annual or
special meeting of the Corporation's stockholders called for the purpose of
considering such matter.
ARTICLE IV
CORPORATE PURPOSE
The purpose for which the Corporation is organized is to
engage in any activities for which corporation may be organized under the New
Jersey Business Corporation Act, subject to any restrictions which may be
imposed from time to time by the laws of the United States or the State of New
Jersey with regard to the activities of a bank holding company.
ARTICLE V
CAPITAL STOCK
(A) The total authorized stock of the Corporation shall be 125,000,000
shares, consisting of 100,000,000 shares of common stock and 25,000,000 shares
of preferred stock, which may be issued in one or more classes or series. The
shares of common stock shall constitute a single class and shall be without
nominal or par value. The shares of preferred stock of each class or series
shall be without nominal or par value, except that the amendment authorizing the
initial issuance of any class or series adopted by the Board of Directors as
provided herein, may provide that shares of any class or series shall have a
specific par value per share, in which event all of the shares of such class or
series shall have the par value so specified.
(B) The Board of Directors of the Corporation is expressly authorized
from time to time to adopt and to cause to be executed and filed without further
approval of the shareholders amendments to this Certificate of Incorporation
authorizing the issuance of one or more classes or series of Preferred Stock for
such consideration as the Board of Directors may fix. In an amendment
authorizing any class or series of Preferred Stock, the Board of Directors is
expressly authorized to determine:
(a) The distinctive designation of the class or series and the
number of shares which will constitute the class or series, which number may be
increased or decreased (but not below the number of shares then outstanding in
this class or above the total shares authorized herein) from time to time by
action of the Board of Directors.
(b) The dividend rate of the shares of the class or series,
whether dividends will be cumulative, and, if so, from what date or dates;
(c) The price or prices at which, and the terms and conditions
on which, the shares of the class or series may be redeemed at the option of the
Corporation;
(d) Whether or not the shares of the class or series will be
entitled to the benefit of a retirement or sinking fund to be applied to the
purchase or redemption of such shares and, if so entitled, the amount of such
fund and the terms and provisions relative to the operation thereof;
(e) Whether or not the shares of the class or series will be
convertible into, or exchangeable for, any other shares of stock of the
Corporation or other securities, and if so convertible or exchangeable, the
conversion price or prices, or the rates of exchange, and any adjustments
thereof, at which such conversion or exchange may be made, and any other terms
and conditions of such conversion or exchange;
(f) The rights of the shares of the class or series in the
event of voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;
(g) Whether or not the shares of the class or series will have
priority over, parity with, or be junior to the shares of any other class or
series in any respect, whether or not the shares of the class or series will be
entitled to the benefit of limitations restricting the issuance of shares of any
other class or series having priority over or on parity with the shares of such
class or series and whether or not the shares of the class or series are
entitled to restrictions on the payment of dividends on, the making of other
distributions in respect of, and the purchase or redemption of shares of any
other class or series of Preferred Stock or Common Stock ranking junior to the
shares of the class or series;
(h) Whether the class or series will have voting rights in
addition to any voting rights provided by law, and if so, the terms of such
voting rights; and
(i) Any other preferences, qualifications, privileges, options
and other relative or special rights and limitations of that class or series.
(C) The Series B Convertible Preferred Stock, shall have a stated value
of $100.00 per share, and the shares therefore, when issued for such amount,
shall be fully paid and nonassessable. The Series B Convertible Preferred Stock
shall consist of 39,600 shares, which number may be increased (but only in
connection with a stock split or stock dividend) or decreased from time to time
(but not below the number thereof then outstanding) by the Board of Directors.
Upon the reacquisition of any of the Series B Convertible Preferred Stock,
through conversion or otherwise, such reacquired Shares shall be canceled and
shall become part of the authorized and unissued Preferred Stock, but shall not
be authorized and unissued Series B Convertible Preferred Stock. The rights,
preferences and limitations of the Series B Convertible Preferred Stock are as
follows:
(a) RANK. The Series B Convertible Preferred Stock shall, with
respect to rights on liquidation, winding up and dissolution of the Corporation,
rank prior to the Common Stock and to all other classes and series of equity
securities of the Corporation now or hereafter authorized, issued or
outstanding, other than any class or series of equity securities ranking on a
parity with the Series B Convertible Preferred Stock (the "Parity Stock"), or
any class or series of equity securities of the Corporation ranking senior to
the Series B Convertible Preferred Stock as to rights upon liquidation (the
"Senior Stock"). The Series B Convertible Preferred Stock shall be junior to all
outstanding debt of the Corporation. The Series B Convertible Preferred Stock
shall be subject to creation of Senior Stock, Parity Stock and classes or series
of equity securities ranking junior to the Series B Convertible Preferred Stock
(the "Junior Stock").
(b) DIVIDENDS. Holders of record of Series B Convertible
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors, out of the funds of the Corporation legally available
therefore, dividends at a rate to be determined by the Corporation's Board of
Directors. All dividends declared on the Series B Convertible Preferred Stock
shall be declared pro rata per share and shall be noncumulative. All dividends
declared shall be payable to holders of record of the Series B Convertible
Preferred Stock as they appear at the close of business on the stock books of
the Corporation on record dates determined by the Board of Directors, not more
than 60 calendar days preceding the date on which such dividends are payable.
(c) LIQUIDATION PREFERENCE. The amount which the holders of
shares of Series B Convertible Preferred Stock shall be entitled to receive,
subject to the rights of creditors, in the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary, shall be
$100.00 per share. Upon any such liquidation, dissolution or winding up, the
preferential amounts with respect to the Series B Convertible Preferred Stock
and any Parity Stock shall be distributed pro rata in accordance with the
aggregate preferential amounts of the Series B Convertible Preferred Stock and
such Parity Stock, if any, out of or to the extent of the net assets of the
Corporation legally available for such distribution, before any distributions
are made with respect to any Junior Stock.
(d) REDEMPTION. The Series B Convertible Preferred Stock is
not subject to any redemption rights on the part of the Corporation, nor shall
the holders of the Series B Convertible Preferred Stock have the right to
require the Corporation to redeem their shares.
(e) CONVERSION.
(i) AT THE OPTION OF THE HOLDER. At the option of each of the
holders of outstanding Series B Convertible Preferred Stock, such stock
may be converted into the fully paid and nonassessable shares of Common
Stock as provided for in this Paragraph (e). As used in this Paragraph
(e), Common Stock means (A) the Common Stock, no par value, of the
Corporation, as authorized by this Certificate of Incorporation, and
(B) any other class of capital stock into which such Common Stock has
been changed pursuant to any reclassification or reorganization.
(ii) CONVERSION RATIO. The Series B Convertible Preferred
Stock may be converted into Common Stock at the conversion rate in
effect at the "Conversion Date" (as defined below). The conversion rate
shall be 33.2175 shares of Common Stock for each share of Series B
Convertible Preferred Stock converted (the "Conversion Ratio"). The
Conversion Ratio shall be subject to adjustment from time to time, as
provided in Subparagraph (iv) of this Paragraph (e).
(iii) CERTAIN TRANSACTION. In case of any consolidation or
merger to which the Corporation is a party, other than a merger or
consolidation in which the Corporation is the continuing corporation,
or in case of any sale or conveyance to another corporation of the
property of the Corporation as an entirety or substantially as an
entirety, or in case of any statutory exchange of securities with
another corporation, there will be no adjustment of the Conversion
Ration, but each holder of shares of Series B Convertible Preferred
Stock then outstanding will have the right thereafter to convert such
shares into the kind and amount of securities, cash or other property
which such holder would have owned or have been entitled to receive
immediately after such consolidation, merger, statutory exchange, sale
or conveyance had such shares been converted immediately prior to the
effective date of such consolidation, merger, statutory exchange, sale
or conveyance.
(iv) ADJUSTMENT OF CONVERSION RATIO. The Conversion Ratio is
subject to adjustment, upon certain events, including the issuance of
Common Stock of the Corporation as a dividend with respect to the
outstanding Common Stock, subdivisions or combinations of Common Stock,
the issuance to holders of Common Stock generally of rights or warrants
to subscribe for Common Stock, or the distribution to holders of Common
Stock generally of evidences of indebtedness, assets (excluding
dividends in cash out of retained earnings) or rights or warrants to
subscribe for securities of the Corporation other than those mentioned
above. The adjustments required by this Subparagraph (iv) shall be made
whenever and as often as any specified event requiring an adjustment
shall occur, except that no adjustment of the number of shares of
Common Stock into which each share of Series B Convertible Preferred
Stock is convertible that would otherwise be required shall be made
(except in the case of a subdivision or combination of shares of the
Common Stock, as provided for in Subparagraph (iii) unless and until
such adjustment, either by itself or with other adjustments not
previously made, adds or subtracts at least five percent (5%) to or
from the number of shares of Common Stock into which each share of
Series B Convertible Preferred Stock is convertible immediately prior
to the making of such adjustment. Any adjustment representing a change
of less than such minimum amount (except as aforesaid) shall be carried
forward and made as soon as such adjustment, together with other
adjustments required by this Subparagraph (iv) and not previously made,
would result in a minimum adjustment. For the purpose of any
adjustment, any specified event shall be deemed to have occurred at the
close of business on the date of its occurrence. Each adjustment in the
Conversion Ratio pursuant to this Subparagraph (iv) shall become
effective as of either (A) the record date for the payment of such
dividend, or (B) the effective date of any such subdivision or
combination. Notwithstanding the foregoing, the Conversion Ratio shall
not be subject to adjustment to the extent the Corporation issues any
Common Stock in connection with any employee compensation and benefit
plans, employee agreements and contracts. No adjustment in the
Conversion Ratio for the Series B Convertible Preferred Stock shall be
made if, at the same time that the Corporation takes an action with
respect to the Common Stock that would otherwise require adjustment
under this Subparagraph (iv), the Corporation shall take the same
action with respect to the Series B Convertible Preferred Stock in the
same proportion as if each share of Series B Convertible Preferred
Stock had been converted into shares of Common Stock at the then
applicable Conversion Ratio immediately before the record date for the
determination of holders of Common Stock entitled to receive the
dividends, rights, warrants, or distributions. Whenever the Conversion
Ratio is adjusted as provided in this Subparagraph (iv), the
Corporation shall promptly file with the Transfer Agent for the Series
B Convertible Preferred Stock a statement signed by the Chairman of the
Board, President or Vice President of the Corporation and by its
Treasurer or its Secretary showing in detail the facts requiring such
adjustment, and shall exhibit the statement to any holder of Series B
Convertible Preferred Stock desiring to inspect the statement. In
addition, with respect to adjustments made while any Series B
Convertible Preferred Stock is outstanding, the Corporation shall state
to the Transfer Agent and in the next quarterly and annual report to
shareholders that an adjustment has been effected and give the adjusted
Conversion Ratio. Such quarterly and annual report shall be mailed to
all holders of record of the Series B Convertible Preferred Stock on
the record date used for mailing such quarterly and annual report to
holders of Common Stock.
(v) CONVERSION PROCEDURE. The Series B Convertible Preferred
Stock may be converted by (A) surrendering the certificates
representing the shares of such Series B Convertible Preferred Stock,
together with (B) written notice of conversion, and (C) a proper
assignment of such certificates to the Corporation or in blank. The
notice of conversion shall state the name(s) and address(es) in which
the certificates representing the Common Stock issuable upon such
conversion shall be issued. The date upon which the certificates
representing the shares to be converted, the notice of conversion and
the assignment are received by the transfer agent is referred to herein
as the "Conversion Date." As promptly as practicable after the
Conversion Date, the Corporation shall issue and deliver, as specified
in the notice of conversion, certificate(s) for the number of full
shares of Common Stock ( or other shares of capital stock, other
securities, cash or other property) issuable upon such conversion,
together with any cash instead of fractional shares as provided in
Subparagraph (vi) below. Such conversion shall be deemed to have been
effected immediately prior to the close of business on the Conversion
Date, and at such time the rights of the holder as a holder of the
converted shares of the Series B Convertible Preferred Stock shall
cease and the person or persons in whose names any certificate or
certificates for shares of Common Stock shall be issuable upon such
conversion shall be deemed to have become the holder or holders of
record of the shares of Common Stock represented thereby.
(vi) CASH ADJUSTMENT. No fractional shares of Common Stock (or
other shares of stock or other securities) or scrip representing
fractional shares shall be issued upon conversion of the Series B
Convertible Preferred Stock. Instead, the Corporation shall pay a cash
adjustment in an amount equal to the same fraction of the current
market price per share of the Common Stock (or other shares of capital
stock or other securities) at the Conversion Date. As used in this
Subparagraph (vi), the term "current market price" at any time means
the daily average closing price for a period of thirty business days
ending on the business day before the date for which such price is to
be determined. The closing price for each business day will be either
(A) the last sale price as quoted on the principal national securities
exchange upon which the Common Stock (or other capital stock or
securities) is listed or admitted to trading, or, (B) if the Common
Stock (or other capital stock or securities) is not so listed or
admitted, the average of the closing bid and asked prices as quoted on
the National Association of Securities Dealers Automated Quotation
System. If, for any reason, such closing prices cannot reasonably be
determined, then the current market price will be determined by any
reasonable method selected by the Board of Directors of the
Corporation.
(vii) CORPORATION TO RESERVE STOCK FOR CONVERSION. As long as
any Series B Convertible Preferred Stock remains outstanding, the
Corporation shall reserve out of its authorized but unissued Common
Stock the full number of shares of Common Stock deliverable upon the
conversion of all outstanding Series B Convertible Preferred Stock.
(f) VOTING RIGHTS.
(i) NUMBER OF VOTES. Holders of shares of Series B Convertible
Preferred Stock shall vote together as a class with holders of the
Common Stock for the election of directors and all other matters as to
which holders of the Common Stock shall be entitled to vote. Each share
of Series B Convertible Preferred Stock shall be entitled to 33.2175
votes, which represents a number of votes equal to the number of shares
of Common Stock into which the Series B Convertible Preferred Stock is
convertible and which number is subject to adjustment pursuant to
Subparagraph (e)(iv).
(ii) ADDITIONAL VOTING RIGHTS. In addition, the approval of a
majority of the outstanding shares of Series B Convertible Preferred
Stock, voted together as a class, shall be required in order to amend
the Certificate of Incorporation of the Corporation to affect adversely
the rights of the holders of the Series B Convertible Preferred Stock
or to take any action which would result in the creation of or an
increase in the number of authorized shares senior or superior with
respect to dividends or upon liquidation to the Series B Convertible
Preferred Stock. Subject to the foregoing, the Corporation's
Certificate of Incorporation may be amended to increase the number of
authorized shares of Parity Stock or Junior Stock without the vote by
class of the holders of the outstanding Series B Convertible Preferred
Stock."
ARTICLE VI
INDEMNIFICATION
The Corporation shall indemnify its officers, directors,
employees, and agents and former officers, directors, employees and agents, and
any other persons serving at the request of the Corporation as an officer,
director, employee, or agent of another corporation, association, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees, judgments, fines, and amounts paid in settlement) incurred in
connection with any pending or threatened action, suit, or proceeding, whether
civil, criminal, administrative or investigative, with respect to which such
officer, directors, employee, agent or other person is a party, or is threatened
to be made a party, to the full extent permitted by the New Jersey Business
Corporation Act. The indemnification provided herein shall not be deemed
exclusive of any other right to which any persons seeking indemnification may be
entitled under any by-law, agreement, or vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity, and shall inure to the benefit of the heirs,
executors, and the administrators of any such person. The Corporation shall have
the power to purchase and maintain insurance on behalf of any persons enumerated
above against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article.
ARTICLE VII
NAME AND ADDRESS OF INCORPORATOR
The name and address of the incorporator is: Ronald H. Janis,
Esq., c/o Clapp & Eisenberg, 80 Park Plaza, 23rd Floor, Newark, New Jersey
07102.
ARTICLE VIII
CLASSIFICATION OF DIRECTORS
The directors shall be divided into three classes, as nearly
equal in number as possible, with the term of office of the first class to
expire at the first annual meeting of stockholders following the meeting at
which this Article VIII is adopted, the term of office of the second class to
expire at the second annual meeting of stockholders following the meeting at
which this Article VIII is adopted and the term of office of the third class to
expire at the third annual meeting of stockholders following the meeting at
which this Article VIII is adopted. If this Article VIII is adopted: a special
meeting of stockholders, directors of the second and third classes shall be
elected to their terms at such special meeting, and directors of the first class
shall be designated in advance of such special meeting by the Board of Directors
from among the directors elected at the preceding annual meeting of stockholders
and shall not be required to stand for election at such special meeting of
stockholders. If this Article VIII is adopted at an annual meeting of
stockholders, all three classes of directors shall be elected to their terms at
such annual meeting. At each annual meeting of stockholders following the
initial classification and election, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire at
the third succeeding annual meeting of stockholders after their election or as
soon thereafter as their successors have been elected and qualified.
Notwithstanding anything else in this Certificate of
Incorporation to the contrary (and notwithstanding the fact that a lesser
percentage may be permitted by law, this Certificate of Incorporation or the
by-laws of the Corporation), the provisions of this Article VIII may not be
amended, altered, changed or repealed in any respect, nor may any provision
inconsistent herewith be adopted, unless such action is approved by the
affirmative vote of at least three-quarters of all of the outstanding shares of
common stock entitled to vote thereon, said vote to take place at an annual or
special meeting of the Corporation's stockholders called for the purpose of
considering such matter.
ARTICLE IX
MINIMUM PRICE
The stockholder vote required to approve a Business
Combination (as hereinafter defined) shall be as set forth in this section.
A. (1) Except as otherwise expressly provided in this section,
the affirmative vote of at least three-quarters of all of the
outstanding shares of common stock entitled to vote thereon
shall be required in order to authorize any of the following:
(a) Any merger or consolidation of the Corporation or any
subsidiary thereof with a Related Person (as
hereinafter defined) or any other corporation which
after such merger or consolidation would be a Related
Person;
(b) any sale, lease, exchange, transfer or other
disposition, including without limitation, a
mortgage, or any other security device, of all or any
Substantial Part (as hereinafter defined) of the
assets of the Corporation (including without
limitation any voting securities of a subsidiary) or
of a subsidiary, to a Related Person;
(c) the issuance or transfer by the Corporation or any
subsidiary thereof of any securities of the
Corporation or a subsidiary of the Corporation to a
Related Person;
(d) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation
proposed by or on behalf of a Related Person;
(e) any reclassification of securities (including any
reverse stock split) or recapitalization of the
Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any other
transaction (whether or not with or otherwise
involving a Related Person) which has the effect,
directly or indirectly, of increasing the
proportionate share of any class of equity or
convertible securities of the Corporation or any
Subsidiary which is directly or indirectly
beneficially owned by any Related Person;
(f) any agreement, contract or other arrangement
providing for any of the transactions described in
this section of the Certificate of Incorporation.
(2) Such affirmative vote shall be required notwithstanding any
other provision of this Certificate of Incorporation, any
provision of law or any agreement with any national securities
exchange which might otherwise permit a lesser vote or no
vote.
(3) The term "Business Combination" as used in this section shall
mean any transaction which is referred to in any one or more
of subparagraphs (a) through (f) above.
B. The provisions of Part A of this section shall not be applicable to any
particular Business Combination, and such Business Combination shall
require only such affirmative shareholder vote and such approval by the
Board of Directors as is required by any other provision of this
Certificate of Incorporation, any provision of law or any agreement
with any national securities exchange, if all of the conditions
specified in either of the following subparagraphs (1) or (2) are met:
(1) The Business Combination shall have been approved by a
majority of the directors of the Corporation then in office.
(2) All the following conditions have been met:
(a) The aggregate amount of (x) cash and (y) Fair Market
Value (as hereinafter defined), as of the date of the
consummation of the Business Combination, of
consideration other than cash to be received per
share by holders of common stock in such Business
Combination shall be at least equal to the amount
determined under sub-clauses (i) and (ii) below:
(i) if the Related Person has acquired shares of
the Corporation's common stock in a tender
offer for or has requested or invited the
tender of the Corporation's common stock in
a transaction subject to the provisions of
Section 14(d) of the Securities Exchange Act
of 1934, the highest per share price
(including any brokerage commissions,
transfer taxes and soliciting dealers' fees)
paid by the Related Person for any share of
common stock acquired by it (a) within the
one-year period immediately prior to the
first public announcement of the proposal of
the Business Combination (the "Announcement
Date") or (b) in connection with the tender
offer or request or invitation of tenders,
whichever is higher;
(ii) if the Related Person has not made such a
tender offer for or invited or requested the
tender of the Corporation's common stock,
two times the highest Fair Market Value per
share of the Corporation's common stock
during the one-year period ending with the
Announcement Date.
(b) The consideration to be received by holders of a
particular class of outstanding voting stock shall be
in cash or in the same form as the Related Person has
previously paid for shares of such class or voting
stock. If the Related Person has paid for shares of
any class of voting stock with varying forms of
consideration, the form of consideration for such
class of voting stock shall be either cash or the
form used to acquire the largest number of shares of
such class of voting stock previously acquired by it.
C. For the purpose of this section the following definitions apply:
(1) The term "Related Person" shall mean and include (a) any
individual, corporation, partnership or other person or entity
which together with its "affiliates" (as that term is defined
in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934), is the "beneficial owner"
(as that term is defined in Rule 13d-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934) in
the aggregate of 10 percent or more of the outstanding shares
of common stock of the Corporation; and (b) any "affiliate"
(as that term is defined in Rule 12b-2 under the Securities
Exchange Act of 1934) of any such individual, corporation,
partnership or other person or entity. Without limitation, any
shares of the common stock of the Corporation which any
Related Person has the right to acquire pursuant to any
agreement, or upon exercise of conversion rights, warrants or
options or otherwise, shall be deemed "beneficially owned" by
such Related Person.
(2) The term "Substantial Part" shall mean more than 25 percent of
the total assets of the Corporation, as of the end of its most
recent fiscal year ending prior to the time the determination
is made.
(3) The term "Fair Market Value" shall mean: (a) in the case of
stock, the highest closing sale price during the 30-day period
immediately preceding the date in question if a specific date
for valuation thereof is specified or during the period in
question if a period for valuation thereof is specified of a
share of such stock on the Composite Tape for American Stock
Exchange-Listed Stocks, or, if such stock is not quoted on the
Composite Tape, on the American Stock Exchange, or if such
stock is not listed on such Exchange, on the principal United
States securities exchange registered under the Securities
Exchange Act of 1934 on which such stock is listed, or, if
such stock is not listed on any such exchange, the highest
closing price or closing bid quotation with respect to a share
of such stock during the 30-day period preceding such date in
question or during such period in question on the National
Association of Securities Dealers, Inc. Automated Quotation
System or any system then in use, or if no such quotations are
available, the fair market value on the date in question of a
share of such stock as determined by the Board of Directors,
in good faith; and (b) in the case of property other than cash
or stock, the fair market value of such property on the date
in question as determined by the Board of Directors in good
faith.
(4) In the event of any Business Combination in which the
Corporation survives, the phrase "consideration other than
cash to be received" as used in paragraphs (2)(a) of Part B of
this Article shall include the shares of common stock and/or
the shares of any other class of outstanding voting stock
retained by the holders of such shares.
D. Nothing contained in this section shall be construed to relieve any
Related Party from any fiduciary obligation imposed by law.
E. If any question shall arise as to the applicability of this Article IX
or as to the interpretation of any of the provisions, such questions
shall be resolved by the Board of Directors, and the Board's resolution
shall be final and binding.
F. Notwithstanding any other provision of this Certificate of
Incorporation (and notwithstanding the fact that a lesser percentage
may be permitted by law, this Certificate of Incorporation or the
by-laws of the Corporation), the provisions of this Article IX may not
be amended, altered, changed, or repealed in any respect, nor may any
provision inconsistent herewith be adopted, unless such action is
approved by the affirmative vote of the holders of at least
three-quarters of all of the outstanding shares of common stock
entitled to vote thereon, said vote to take place at an annual or
special meeting of the Corporation's stockholders called for the
purpose of considering such matter.
ARTICLE X
LIMITATION ON LIABILITY OF DIRECTORS AND OFFICERS
A director or officer of the Corporation shall not be
personally liable to the Corporation or its shareholders for damages for breach
of any duty owed to the Corporation or its shareholders, except that such
provision shall not relieve a director or officer from liability for any breach
of duty based upon an act or omission (i) in breach of such person's duty of
loyalty to the Corporation or its shareholders, (ii) not in good faith or
involving a knowing violation of law, or (iii) resulting in receipt by such
person of an improper personal benefit. If the New Jersey Business Corporation
Act is amended after approval by the shareholders of this provision to authorize
corporate action further eliminating or limiting the personal liability of
directors or officers, then the liability of a director and/or officer of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the New Jersey Business Corporation Act as so amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the Corporation or otherwise shall not adversely affect any
right or protection of a director or officer of the Corporation existing at the
time of such repeal or modification.
FOR IMMEDIATE RELEASE
For: HUBCO, Inc. Contact: Elise Palumbo
HUBCO, Inc.
(201) 236-2290
HUBCO, INC. SHAREHOLDERS APPROVE NAME
CHANGE TO HUDSON UNITED BANCORP
$7.0 Billion Tristate Bank Holding Company to
List Shares On New York Stock Exchange
Mahwah, N.J., April 21, 1999 - HUBCO, Inc. (NASDAQ: HUBC), a $7.0 billion
tristate bank holding company, today announced that shareholders have approved
an amendment to the Company's Certificate of Incorporation to change its name to
Hudson United Bancorp. The name change reflects the recent consolidation of
HUBCO's three banking subsidiaries - Hudson United Bank, Bank of the Hudson and
Lafayette American Bank - into a single network operating under the name Hudson
United Bank.
Also today, the company announced that it will list its shares on the
New York Stock Exchange (NYSE) beginning Monday, May 3, 1999. The shares will be
traded under the symbol "HU".
"We are pleased to list our shares on the New York Stock Exchange,"
said Kenneth T. Neilson, Chairman, President and Chief Executive Officer of
Hudson United Bancorp. "As the world's most visible, liquid and accessible
equity marketplace, the NYSE represents critical support to our ongoing efforts
to generate optimal shareholder value. We look forward to a prosperous
relationship for many years to come."
Note to Editors: Hudson United Bancorp is a $7.0 billion, multi-state bank
holding company with 166 offices operating throughout the tristate area under
the name Hudson United Bank. 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.
