HUBCO INC
8-K, 1999-04-19
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) April 19, 1999

                                   HUBCO, INC.
             (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  13,  1999,  HUBCO,  Inc.  ("HUBCO")  issued  a press  release
reporting  first  quarter  earnings  of $24.6  million  or $0.61  per share on a
diluted basis,  compared with  operating  earnings of $17.2 million or $0.41 per
share for the same period in 1998.  Including  merger-related  and restructuring
charges,  first  quarter 1998  earnings were $14.9 million and $0.35 per diluted
share.  Return on average  assets and return on average equity for first quarter
1999 were 1.52% and 23.10%, respectively.

         HUBCO's total assets at March 31, 1999 were $7.0 billion. Loans totaled
$3.4  billion,  deposits  were $4.9  billion and  stockholders'  equity was $427
million.

         HUBCO, Inc. is a multi-state bank holding company with over 160 offices
in New Jersey, New York and Connecticut.  HUBCO 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.

         A copy of  HUBCO's  press  release is  attached  to this Form 8-K as an
Exhibit and is incorporated herein by reference.



<PAGE>



Item 7.  Exhibits

         Exhibit 99    Press Release dated April 13, 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 19, 1999                By: ____________________________
                                          D. Lynn Van Borkulo-Nuzzo,
                                          Executive Vice President




                                                 HUBCO , INC.
                                                 1000 MacArthur Blvd.
                                                 Mahwah, NJ 07430
                                                 (NASDAQ:HMC)


AT HUBCO:


Kenneth T. Neilson                         Joseph F. Hurley
Chairman, President & CEO                  Executive Vice President & CFO
(201) 236-2631                             (201) 236-6141

FOR IMMEDIATE RELEASE
April 13, 1999

            HUBCO, Inc. Reports a 49% Increase in Earnings Per Share


                  Mahwah,   New   Jersey,   April  13,   1999  --  HUBCO,   Inc.
(NASDAQ:HUBC) , today reported record first quarter earnings of $24.6 million or
$0.61 per share on a diluted basis,  compared with  operating  earnings of $17.2
million or $0.41 per share for the same period in 1998. These results  represent
a 49%  increase in diluted  earnings  per share.  Including  merger-related  and
restructuring  charges, first quarter 1998 earnings were $14.9 million and $0.35
per  diluted  share.  HUBCO's  Return on Average  Assets was 1.52% and Return on
Average Equity was 23.10% for the 1999 quarter.


                  "We are  pleased  to  announce  the strong  financial  results
reflecting the  successful  integration  of our recent  acquisitions."  said Ken
Neilson,  HUBCO's Chairman and CEO. "The recently completed consolidation of our
three banking  subsidiaries further enhances the customer convenience we deliver
within  the  Tristate  market  and  will  allow  for  branding  of our  customer
experience."


                  Net  interest  income  was $62.  5  million  in both the first
quarters of 1999 and 1998.  HUBCO's net interest margin for the first quarter of
1999 was 4.16%  compared to 4.27% in the first quarter of 1998 and 4.04% in the
fourth quarter of 1998.  Noninterest income increased to $16.6 million, which is
up from  $11.5  million  in the 1998  first  quarter  and also  reflects  an 18%
increase over the 1998 fourth  quarter.  These  increases  reflect higher income
from  the  Shoppers  Charge  and  mortgage  divisions  and  increased  sales  of
investment products.


                  Noninterest  expenses for the first  quarter of 1999  declined
10% to $39.7 million from $44.3 million reported in 1998 excluding merger costs.
This decrease  primarily reflects cost savings resulting from the integration of
the 1998 acquisitions.  HUBCO's efficiency ratio (a ratio of noninterest expense
to recurring  tax  equivalent  income) was 46.2% for the first  quarter of 1999,
compared to 46.9% in the fourth  quarter of 1998 and 55.5% in the first  quarter
of 1998.


                  At March 31, 1999, non-performing assets totaled $20.1 million
(0.29% of total assets) and  non-performing  loans were $19.2 million  (0.56% of
total loans). Non-performing assets were $24.6 million at December 31, 1998. The
Allowance  for Possible  Loan Losses  totaled  $54.5  million at quarter end and
represented 284% of non-performing loans and 1.59% of total loans. The provision
for possible loan losses was $2.5 million for the first quarter of 1999 and $6.3
million for the first quarter of 1998. The decline was primarily attributable to
the inclusion in the 1998 period of a $3.5 million provision taken by the former
Bank of the Hudson to bring its reserve policy in line with HUBCO's.


                  HUBCO's  total  assets  at March 31,  1999 were $7.0  billion.
Loans totaled $3.4 billion,  deposits were $4.9 billion and stockholders' equity
was $427 million.  All regulatory  capital  ratios exceed those  necessary to be
considered a well-capitalized  institution,  with HUBCO's leverage capital ratio
at approximately 6. 7%.


                  HUBCO,  Inc. 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 also  recently  announced its intention to
change its name to Hudson United Bancorp, subject to approval by shareholders at
HUBCO's annual meeting on April 21.


                  This release contains  forward-looking  statements  within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by the use of words as "believes" , "expects",  and
similar  words or  variations.  Such  statements  are not  historical  facts and
involve certain risks and  uncertainties.  Actual results may differ  materially
from the results discussed in these forward-looking statements. Factors that may
cause a difference  include,  but are not limited to, changes in interest rates,
economic  conditions,  deposit and loan growth,  loan loss provisions,  customer
retention, failure to realize expected cost savings or revenue enhancements from
acquisitions,  or  failure  of the  company's  Year 2000  compliance  program to
effectively address Year 2000 computer problems. HUBCO assumes no obligation for
updating any such forward-looking statements at any time.


<PAGE>


<TABLE>
<CAPTION>


                                   HUBCO, INC.
                              Financial Highlights
                      (in thousands, except per share data)



                                                                                           Three Months Ended
                                                                                                March 31
                                                                                         1999           1998
                                                                                         ----           ----
<S>                                                                                    <C>             <C>
Net Interest Income                                                                    $62,547         $62,540
Provision for Possible Loan Losses                                                       2,500           6,278
Security Gains                                                                             914           3,050
Noninterest Income                                                                      16,565          11,493
Noninterest Expense                                                                     39,679          44,250
Merger-related and Restructuring Charges (1)                                                 -           3,265
Pretax Income                                                                           37,847          23,290
Tax Expense                                                                             13,246           8,356
Net Income                                                                              24,601          14,934
Basic Earnings Per Share                                                                   .62             .36
Diluted Earnings Per Share                                                                 .61             .35
Diluted  Earnings Per Share excluding  Merger-related  and  Restructuring                  .61             .41
Charges
Return on Average Assets                                                                 1.52%           0.95%
Return on Average Equity                                                                23.10%          11.84%
Weighted Average Shares - Basic (2)                                                     39,983          41,016
Weighted Average Shares - Diluted (2)                                                   40,596          42,356

                                                                                            As Of March 31
                                                                                         1999           1998
                                                                                         ----           ----
Total Assets                                                                        $7,046,067      $6,528,972
Total Loans                                                                          3,424,314       3,597,638
Total Deposits                                                                       4,931,967       5,314,501
Stockholders' Equity                                                                   427,169         515,180

</TABLE>

(1)      1998 includes $3.3 million pre-tax ($2.3 million  after-tax) of merger-
         related  and restructuring  charges resulting from 1998 acquisitions.


(2)      Weighted Average Shares  Outstanding have been  retroactively  adjusted
         for the effects of acquisitions  accounted for as poolings of interest,
         stock dividends and stock splits.




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