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REGISTRATION NUMBER 333-84893
As filed with the Securities and Exchange Commission on October 5, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
HUDSON UNITED BANCORP
(Exact name of registrant as specified in its charter)
New Jersey
(State or other Jurisdiction of Incorporation or Organization)
6711 22-2405746
(Primary Standard Industrial (I.R.S. Employer Identification No.)
Classification Code 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
Chairman, President
and Chief Executive Officer
Hudson United Bancorp
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)
Please send copies of all communications to:
MICHAEL W. ZELENTY, ESQ. STEVEN R. BLOCK, ESQ.
PITNEY, HARDIN, KIPP & SZUCH BLOCK & BALESTRI, P.C.
P.O. Box 1945 15851 Dallas Parkway, Suite 1020
Morristown, New Jersey 07962-1945 Addison, Texas 75001
(973) 966-8125 (972) 788-2700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At the
Effective Date of the Merger, as defined in the Agreement and Plan of Merger
dated June 28, 1999 (the "Merger Agreement"), among the Registrant, Hudson
United Bank, Southern Jersey Bancorp of Delaware, Inc. and The Farmers and
Merchants National Bank of Bridgeton.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. |_|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. |_| __________
If this Form is a post-effective amendment filed pursuant to
Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. |_| __________
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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Southern Jersey Bancorp of Delaware, Inc.
WE ARE SOLICITING NEW PROXIES FOR YOUR VOTE ON THE SOUTHERN JERSEY - HUDSON
UNITED MERGER - YOUR VOTE IS VERY IMPORTANT
On August 13, 1999, we mailed you a meeting notice and proxy
statement-prospectus for a special meeting of shareholders to vote on the merger
of Southern Jersey Bancorp of Delaware, Inc. into Hudson United Bancorp. The
meeting was scheduled for September 16, 1999. As explained below, our meeting
was adjourned. We will reconvene the meeting at:
____ _.m., November __, 1999
164 West Broad Street
Bridgeton, New Jersey 08302
On September 15, 1999, Hudson United announced that it has entered into
a merger agreement with Dime Bancorp, Inc. The transaction is structured as a
"merger of equals." Dime is to be the surviving corporation with the new name
"Dime United Bancorp, Inc." Each share of Hudson United common stock is to
become one share of Dime United common stock and each share of Dime common stock
is to be combined into 0.585 shares of Dime United common stock.
Our merger agreement with Hudson United calls for Southern Jersey
shareholders to receive 1.26 shares of Hudson United common stock for each share
of Southern Jersey common stock. If our merger with Hudson United is completed,
each Hudson United share you receive in that merger will become one share of
Dime United common stock if the Hudson United - Dime merger is also completed.
Thus, if both mergers are completed, you will then own 1.26 shares of Dime
United for each share of Southern Jersey common stock you now own.
We adjourned the September 16 meeting so that we could prepare and send
you additional information on this new development, and give you an opportunity
to consider it before voting on our merger with Hudson United. We encourage you
to read the supplemented proxy statement-prospectus carefully before voting.
Because of the importance of the information contained in the
supplement, we have decided to solicit new proxies for the meeting. THUS, EVEN
IF YOU PREVIOUSLY VOTED BY PROXY AND DO NOT WISH TO CHANGE YOUR VOTE, YOU MUST
SEND IN A NEW PROXY CARD FOR YOUR VOTE TO BE COUNTED.
Hudson United common stock is listed on the New York Stock Exchange
under the symbol "HU." Based on October __, 1999 closing prices, 1.26 shares of
Hudson United common stock had a value of $____. Dime is listed on the NYSE
under the symbol "DME." It is expected that Dime United stock will also be
NYSE-listed.
Both the Southern Jersey - Hudson United merger and the Hudson United -
Dime merger are structured so that shareholders will not be taxed on the
exchange of their stock.
On October ___, 1999, the Southern Jersey Board of Directors
reconfirmed its [unanimous] recommendation that you vote "FOR" approval of the
Southern Jersey - Hudson United merger. Our financial advisor has also updated
and reconfirmed its opinion that the consideration in the Southern Jersey -
Hudson United merger is fair, from a financial point of view, to Southern Jersey
shareholders.
YOUR VOTE IS VERY IMPORTANT. Please take the time to complete, execute
and return the new green proxy card in the envelope provided. Unless you vote in
person at the reconvened meeting, a failure to return the green proxy card will
have the same effect as a vote against the Southern Jersey -Hudson United
merger.
CLARENCE D. MCCORMICK
Chairman and Chief Executive Officer
Southern Jersey Bancorp of Delaware, Inc.
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 THE PROSPECTUS OR THIS SUPPLEMENT IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This is a supplement dated October __, 1999 to the attached proxy
statement-prospectus dated August 13, 1999. This supplement and the
accompanying green proxy card are first being mailed to Southern Jersey
shareholders on October __, 1999.
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SOUTHERN JERSEY BANCORP OF DELAWARE, INC.
53 SOUTH LAUREL STREET
BRIDGETON, NEW JERSEY 08302
NOTICE OF RECONVENING OF SPECIAL MEETING OF SHAREHOLDERS
ADJOURNED ON SEPTEMBER 16, 1999
AND BEING RECONVENED ON NOVEMBER __, 1999
To the Shareholders of Southern Jersey Bancorp of Delaware, Inc.:
Notice is hereby given that the special meeting of shareholders of
Southern Jersey Bancorp of Delaware, Inc. which was adjourned on September 16,
1999 will be reconvened at 164 West Laurel Street, Bridgeton, New Jersey 08302
at ____ _.m. on November __, 1999. The following are the purposes for the
special meeting:
(1) To consider and vote upon an Agreement and Plan of Merger
dated as of June 28, 1999, among Hudson United Bancorp, Hudson
United Bank, Southern Jersey Bancorp of Delaware, Inc. and the
Farmers and Merchants National Bank of Bridgeton, pursuant to
which Southern Jersey will merge into Hudson United Bancorp.
(2) To transact other business that may properly come before the
special meeting or any adjournment or postponement of the
special meeting.
The record date for the special meeting has not been changed. Only
shareholders of record at the close of business on July 31, 1999 are entitled to
receive notice of and to vote at the special meeting or any adjournments or
postponements of the special meeting.
[THE SOUTHERN JERSEY BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" APPROVAL OF THE MERGER.]
By Order of the Board of Directors,
CLARENCE D. MCCORMICK
Chairman and Chief Executive Officer
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THIS DOCUMENT IS A SUPPLEMENT TO THE PROXY STATEMENT-PROSPECTUS THAT
WAS MAILED TO YOU ON AUGUST 13, 1999. IT SHOULD BE READ IN CONJUNCTION WITH THE
PROXY STATEMENT-PROSPECTUS, WHICH IS ATTACHED. INFORMATION IN THIS SUPPLEMENT
THAT DIFFERS FROM OR ADDS TO WHAT WAS IN THE AUGUST 13, 1999 PROXY
STATEMENT-PROSPECTUS SHOULD BE CONSIDERED AN AMENDMENT TO THE ORIGINAL DOCUMENT.
QUESTIONS AND ANSWERS
Q: Why did you adjourn the Southern Jersey special meeting?
A: On September 15, 1999 Hudson United announced an agreement to merge
with Dime Bancorp, Inc. We adjourned the meeting so that we could
prepare and send you the information contained in this supplement, and
give you an opportunity to consider the additional information, as well
as information which is incorporated by reference into this supplement
and the proxy statement-prospectus, before you vote on the Southern
Jersey - Hudson United merger.
Q: How is the Hudson United - Dime merger structured, and how will the
combined company be managed?
A: The transaction is structured as a "merger of equals". Hudson United
will merge into Dime, with Dime as the surviving corporation. The new
name of the merged entity will be Dime United Bancorp, Inc. The Board
of Directors of Dime United initially is to be composed of 13 former
Dime directors and 12 former Hudson directors. Lawrence J. Toal,
currently the Chairman and CEO of Dime, is to serve in the same
capacity for Dime United until his retirement on December 31, 2002.
Kenneth T. Neilson, currently the Chairman and CEO of Hudson United,
is to serve as President and COO of Dime United until December 31,
2002, and then he is to become Dime United's Chairman and CEO.
Q: What is the exchange ratio in the proposed Hudson United - Dime merger?
A: Upon completion of the merger, each share of Hudson United common
stock will automatically become one share of common stock in Dime
United. Each share of Dime common stock will be combined into
0.585 shares of Dime United common stock in the merger. The Dime United
common stock is expected to be listed on the NYSE.
On September 14, 1999, the day before announcement of the Hudson United
- Dime agreement, the closing price of Hudson United common stock on
the NYSE was $30-1/8 and the closing price of Dime common stock on the
NYSE was $17-3/4. On October __, 1999, the closing price of Hudson
United common stock was $_____ and the closing price of Dime common
stock was $_____.
Q: Will the Hudson United - Dime merger be tax-free to Hudson United
shareholders?
A: Yes. The merger is structured so that Hudson United shareholders will
not generally recognize federal income tax gain or loss upon receiving
Dime United common stock in the merger.
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Q: Can you provide some basic information about Dime Bancorp?
A: Dime Bancorp, Inc. is a savings and loan holding company incorporated
in Delaware, and headquartered in New York City. Dime is the holding
company for The Dime Savings Bank of New York, FSB, a
federally-chartered savings bank. The principal subsidiary of Dime
Savings Bank is North American Mortgage Company, a mortgage banking
company that was acquired by Dime in October 1997. At June 30, 1999,
Dime operated 100 banking branches located throughout the greater New
York City metropolitan area. Directly and through North American
Mortgage Company, Dime also provides consumer financial services and
mortgage banking services throughout the United States. At June 30,
1999, Dime had assets of $21.4 billion, deposits of $13.4 billion and
stockholders' equity of $1.5 billion. Dime is currently in the process
of acquiring 28 branches of Key Bank, N.A. on Long Island, New York.
Additional information about Dime can be obtained from its filings with
the SEC, which can be accessed on the SEC's Internet site at
http://www.sec.gov.
Q: Dime Savings Bank is a "thrift" and Hudson United Bank is a commercial
bank - what form will the primary Dime United subsidiary take after the
merger?
A: It is expected that the primary depository institution subsidiary of
Dime United after the merger will be a New Jersey chartered commercial
bank to be named "DimeBank."
Q: What do I do now?
A: We urge you to read this supplement and the attached original proxy
statement-prospectus before deciding how to vote on the Hudson
United-Southern Jersey merger. Then, vote your shares in the manner
indicated below. Because of the importance of the information contained
in this supplement, we have decided to solicit new proxies for the
meeting. NONE OF THE WHITE PROXY CARDS WHICH YOU OR YOUR FELLOW
SHAREHOLDERS SENT IN RESPONSE TO THE ORIGINAL PROXY SOLICITATION WILL
BE COUNTED AT THE MEETING. EVEN IF YOU PREVIOUSLY VOTED BY PROXY AND DO
NOT WISH TO CHANGE YOUR VOTE, YOU MUST SEND IN A GREEN PROXY CARD (OR
VOTE IN PERSON AT THE MEETING) FOR YOUR VOTE TO BE COUNTED.
Q: How do I vote by proxy?
A: Just indicate on the enclosed green proxy card how you want to vote
with respect to the Hudson United - Southern Jersey merger. Sign the
card and mail it in the enclosed prepaid return envelope as soon as
possible so that your shares may be represented and voted at the
meeting.
Q: Can I change my vote after I have mailed my signed proxy card?
A: Yes. There are three ways in which you may revoke your proxy and change
your vote. First, you may send a written notice of revocation to the
corporate secretary. (Information on how to contact the corporate
secretary of Southern Jersey is contained on page 4.) Second, you may
complete and submit a new proxy with a later date. Third, you may
attend Southern Jersey's meeting and request a return of your proxy or
vote in person. Simply showing up at the meeting without voting will
not revoke your proxy.
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Q: Should I send in my stock certificates now?
A: No. After the Hudson United - Southern Jersey merger is completed,
Hudson United's exchange agent will send you written instructions for
exchanging your stock certificates for certificates representing Hudson
United common stock.
Q: When do you expect the Hudson United - Southern Jersey merger to be
completed?
A: We currently expect the Hudson United - Southern Jersey merger to be
completed during the fourth quarter of 1999. If all other closing
conditions are met, the closing may occur right after the Southern
Jersey shareholders approve the merger at the reconvened meeting.
However, the exact time when the merger will be completed is dependent
upon receipt of shareholder approval and bank regulatory approval, and
satisfaction of a number of other conditions, some of which are not
under Southern Jersey's control.
Q: What conditions must be met in order for the Hudson United - Dime
merger to close?
A: Completion of the Hudson United - Dime merger is contingent on the
satisfaction of a number of conditions, including:
- Approval of the merger agreement by both Hudson United and
Dime shareholders,
- Receipt of bank regulatory approvals,
- Receipt of an opinion from Dime's and Hudson United's counsels
regarding the tax-free nature of the merger, and
- Receipt of a letter from Dime's and Hudson United's
independent public accountants regarding qualification of the
merger for pooling-of-interests accounting.
Q: When do you expect the Hudson United-Dime merger to be completed?
A: We currently expect the Hudson United - Dime merger to be completed
during the first quarter of 2000. However, we cannot assure you that
the Hudson United - Dime merger will be completed or, if it is
completed, when that will occur.
Q: Will I get to vote on the Hudson United - Dime merger?
A: The Hudson United Board of Directors has not yet called a shareholders
meeting to vote on the Hudson United-Dime merger, and thus no record
date has been set. On the date this supplement is being mailed, Hudson
United expects that the Southern Jersey - Hudson United merger will be
completed before the record date for the meeting to vote on the Dime
merger. If that timetable is met, former Southern Jersey shareholders
will become Hudson United shareholders and will have the same
opportunity as other Hudson United shareholders to consider and vote on
the Dime merger. We cannot assure you that this will occur. If the
Hudson United-Southern Jersey merger does not close before the Hudson
United record date for voting on the Dime merger, you will not have an
opportunity to vote on the Dime merger. In that event, which we
consider unlikely, the Southern Jersey Board of Directors will
determine whether to further supplement the proxy statement-prospectus
and resolicit your approval of the Hudson United-Southern Jersey
merger.
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Q: Where can I obtain a copy of the Hudson United - Dime merger agreement
and other information about the Hudson United - Dime merger?
A: The Hudson United - Dime merger agreement is an exhibit to Hudson
United's Current Report on Form 8-K filed with the SEC on September
24, 1999. The press release issued by Hudson United and Dime
announcing the merger agreement and certain information used to
explain the merger to stock analysts on the day of announcement and
other relevant information are exhibits to Hudson United's Current
Report on Form 8-K filed with the SEC on September 16, 1999. Certain
additional information explaining the merger are exhibits to
Hudson United's Current Report on Form 8-K filed with the SEC on
September 20, 1999. Each of these filings are incorporated by reference
into the proxy statement-prospectus. These and other SEC filings can be
accessed on the SEC's Internet site at http://www.sec.gov. In addition,
you may obtain copies of Southern Jersey or Hudson United filings free
of charge by writing or calling:
FOR SOUTHERN JERSEY DOCUMENTS:
Paul J. Ritter, III, Corporate Secretary
Southern Jersey Bancorp of Delaware, Inc.
53 South Laurel Street
Bridgeton, NJ 08302
(856) 453-3126
FOR HUDSON UNITED DOCUMENTS:
D. Lynn Van Borkulo-Nuzzo, Corporate Secretary,
Hudson United Bancorp
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
(201) 236-2641
We will respond to your request within one business day by sending the
requested documents by first class mail or other equally prompt means.
In order to ensure timely delivery of the documents in advance of the
reconvened meeting, any request should be made by November __, 1999.
Q: Whom should I call with questions or to obtain additional copies of
this document?
A: You should contact either Paul Ritter, III or D. Lynn Van
Borkulo-Nuzzo, at the addresses and telephone numbers listed in the
preceding answer.
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TABLE OF CONTENTS
Questions and Answers....................................................... 1
How to Get Copies of Related Documents...................................... 5
Information Incorporated by Reference....................................... 6
Information About the Proposed Hudson United - Dime Merger.................. 7
Information About Dime Bancorp, Inc......................................... 9
Effect of the Hudson United - Dime Merger on Southern Jersey Shareholders... 9
Updated Opinion of Southern Jersey's Financial Advisor...................... 9
Recommendation of the Southern Jersey Board of Directors.................... 10
Updated Summary Financial Data Of Hudson United............................. 10
Updated Summary Financial Data Of Southern Jersey........................... 10
Recent Developments Concerning Hudson United ............................... 12
Recent Developments Concerning Southern Jersey ............................. 14
Status of Regulatory Approvals on the Southern Jersey-Hudson United Merger.. 14
Updated and Additional Comparative Share Information and Market Prices...... 15
Summary Pro Forma Financial Information..................................... 16
Pro Forma Financial Information............................................. 17
Information About the Reconvened Meeting.................................... 25
Other Matters............................................................... 25
Experts ................................................................... 26
Appendix A - Updated Opinion of Financial Advisor........................... A-1
- -------------------
Copies of Southern Jersey's Form 10-K for the period ending December
31, 1998, Form 10-Q for the period ending March 31, 1999, and Form 10-Q for the
period ending June 30, 1999 are attached to this document.
HOW TO GET COPIES OF RELATED DOCUMENTS
THE PROXY STATEMENT-PROSPECTUS AND THIS SUPPLEMENT INCORPORATE
IMPORTANT BUSINESS AND FINANCIAL INFORMATION THAT IS NOT INCLUDED IN OR
DELIVERED WITH THE PROXY STATEMENT-PROSPECTUS OR THIS SUPPLEMENT. SOUTHERN
JERSEY SHAREHOLDERS MAY RECEIVE THE INFORMATION FREE OF CHARGE BY WRITING OR
CALLING THE PERSONS LISTED BELOW. FOR HUDSON UNITED DOCUMENTS, MAKE YOUR REQUEST
TO D. LYNN VAN BORKULO-NUZZO, CORPORATE SECRETARY, HUDSON UNITED BANCORP, 1000
MACARTHUR BOULEVARD, MAHWAH, NEW JERSEY 07430; TELEPHONE NUMBER (201) 236-2641.
FOR SOUTHERN JERSEY DOCUMENTS, MAKE YOUR REQUEST TO PAUL J. RITTER, III,
ASSISTANT CORPORATE SECRETARY, SOUTHERN JERSEY BANCORP OF DELAWARE, INC.,
53 SOUTH LAUREL STREET, BRIDGETON, NEW JERSEY 08302; TELEPHONE NUMBER
(856) 453-3000. WE WILL RESPOND TO YOUR REQUEST WITHIN ONE BUSINESS DAY BY
SENDING THE REQUESTED DOCUMENTS BY FIRST CLASS MAIL OR OTHER EQUALLY PROMPT
MEANS. IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE
RECONVENED MEETING, ANY REQUEST SHOULD BE MADE BY NOVEMBER __, 1999.
<PAGE> 10
INFORMATION INCORPORATED BY REFERENCE
Hudson United changed its name from HUBCO, Inc. on April 22, 1999 and
documents filed before that date may be located on the SEC Edgar database under
that name.
The following documents filed by Hudson United (Commission File No.
1-08660) with the SEC are hereby incorporated in the proxy statement-prospectus
and in this supplement:
- Annual Report on Form 10-K for the year ended December 31,
1998, as amended by Form 10-K/A filed on September 28, 1999.
- Quarterly Reports on Form 10-Q for the quarters ended March 31
and June 30, 1999, as amended by Form 10-Q/A filed on
September 10, 1999. (The Form 10-Q/A clarifies that the
authorized capital stock of Hudson United consists of 100
million shares of common stock and 25 million shares of
preferred stock.)
- Current Reports on Form 8-K filed with the SEC on January 28,
March 29, April 19, April 22, May 25, June 29 (as amended on
June 30), July 26, September 16, September 20, September 24,
September 24 (second filing), and October 5, 1999. One of
Hudson United's two Current Reports on Form 8-K filed on
September 24, 1999 includes as an exhibit the merger agreement
between Hudson United and Dime. Hudson United's Current Report
on Form 8-K filed on October 5, 1999 includes as an exhibit
Dime's audited financial statements for the year ended
December 31, 1998.
- The description of Hudson United common stock set forth in
Hudson United's Registration Statement on Form 8-A12B filed by
Hudson United on April 22, 1999, pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the
purpose of updating such description.
The following documents filed by Southern Jersey (Commission File No.
0-12635) with the SEC are hereby incorporated in the proxy
statement-prospectus and this supplement:
- Annual Report on Form 10-K for the year ended December 31,
1998, as amended by Form 10K/A filed on May 4, 1999. A copy
of the amended 10-K is included with this supplement.
- Quarterly Reports on Form 10-Q for the quarters ended March 31
and June 30, 1999, copies of which are included with this
supplement.
- Current Report on Form 8-K filed with the SEC on August 12,
1999.
- The description of Southern Jersey common stock set forth in
Southern Jersey's Registration Statement on Form 8-A filed by
Southern Jersey pursuant to Section 12 of the Exchange Act,
and any amendment or report filed for the purpose of updating
such description.
All documents filed by Hudson United pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act after the date of this supplement but before
the earlier of (1) the date of the Southern Jersey meeting, or (2) the
termination of the Hudson United-Southern Jersey merger agreement, are hereby
incorporated by reference into the proxy statement-prospectus and this
supplement and shall be deemed a part of the proxy statement-prospectus and this
supplement from the date they are filed.
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Any statement contained in a document incorporated by reference in the
proxy statement-prospectus and this supplement shall be considered modified or
superseded to the extent that a statement contained in the proxy
statement-prospectus, in this supplement, or in any subsequently filed document
incorporated by reference in the proxy statement-prospectus, modifies or
supersedes the statement. Any statement so modified or superseded shall not be
considered, except as so modified or superseded, to constitute a part of the
proxy statement-prospectus and this supplement.
The public may read and copy any documents Hudson United or Southern
Jersey file with the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, DC 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains an Internet site that contains reports, proxy and information
statements, and other information about Hudson United and Southern Jersey at
http://www.sec.gov.
INFORMATION ABOUT THE PROPOSED HUDSON UNITED - DIME MERGER
MORE COMPLETE INFORMATION IS AVAILABLE ELSEWHERE. The following
information is derived primarily from the merger agreement between Hudson United
Bancorp and Dime Bancorp, Inc., dated September 15, 1999. Hudson United has
filed Current Reports on Form 8-K containing as exhibits the merger agreement,
the press release issued by Hudson United and Dime announcing the merger
agreement and certain information used to explain the merger to stock analysts.
These and other SEC filings can be accessed on the SEC's Internet site at
http://www.sec.gov. In addition, you may obtain copies of the SEC filings
incorporated by reference in the proxy statement-prospectus free of charge by
writing or calling D. Lynn Van Borkulo-Nuzzo, Corporate Secretary of Hudson
United, at the address and phone number shown for her on page 4.
HUDSON UNITED HAS ENTERED INTO AGREEMENTS WITH DIME. On September 15,
1999 Hudson United announced an agreement to merge with Dime Bancorp, Inc.
Hudson United and Dime also entered into customary stock option agreements by
which each provided the other with the right to purchase up to 19.9% of its
common stock under certain specified circumstances. These stock option
agreements are designed to deter third parties from attempting to acquire either
Hudson United or Dime.
THE SURVIVING CORPORATION WILL BE CALLED DIME UNITED BANCORP, INC. The
transaction is structured so that Hudson United will merge into Dime, with Dime
as the surviving corporation. The name of the merged entity will be Dime United
Bancorp, Inc. In this supplement, we refer to the surviving corporation as "Dime
United." While Hudson United is a New Jersey corporation, Dime United will be a
Delaware corporation. The certificate of incorporation of Dime United will
differ from Hudson United's certificate of incorporation in certain respects.
Hudson United is a commercial bank holding company, while Dime is a unitary
savings and loan holding company. Dime United will be a commercial bank holding
company.
MANAGEMENT OF THE COMBINED COMPANY WILL COME FROM BOTH DIME AND HUDSON
UNITED. The transaction is structured as a "merger of equals." The Hudson
United-Dime merger agreement provides that the Board of Directors of Dime
United will initially be composed of 13 former Dime directors and 12 former
Hudson directors. Under the terms of the merger agreement, Lawrence J.
Toal, currently the Chairman and CEO of Dime, is to serve in the same capacity
for Dime United until his retirement on December 31, 2002. The merger agreement
provides that Kenneth T. Neilson, currently the Chairman and CEO of Hudson
United, is to serve as President and COO of Dime United until December 31,
2002, and then he is to become Dime United's Chairman and CEO.
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<PAGE> 12
EACH SHARE OF HUDSON UNITED IS TO BECOME ONE SHARE OF DIME UNITED. Upon
completion of the merger, each share of Hudson United common stock will
automatically become one share of common stock in Dime United. Each share of
Dime common stock will be combined into 0.585 shares of Dime United common
stock in the merger. On September 14, 1999, the day before announcement of the
Hudson United - Dime merger agreement, the closing price of Hudson United
common stock on the NYSE was $30-1/8 and the closing price of Dime common stock
on the NYSE was $17-3/4. On October __, 1999, the closing price of Hudson
United common stock was $_____ and the closing price of Dime common stock was
$_____.
HUDSON UNITED COMMON STOCK AND DIME COMMON STOCK ARE NYSE-LISTED.
Hudson United common stock and Dime common stock are traded on the New York
Stock Exchange under the symbols "HU" and "DME", respectively. The Dime United
common stock is also expected to be listed on the NYSE.
THE MERGER IS INTENDED TO BE TAX-FREE FOR SHAREHOLDERS. The merger is
structured so that Hudson United shareholders will not generally recognize
federal income tax gain or loss upon receiving Dime United common stock in the
merger.
DIME UNITED WILL OPERATE ITS PRIMARY SUBSIDIARY AS A COMMERCIAL BANK.
Dime Savings Bank is a "thrift" and Hudson United Bank is a New Jersey-chartered
commercial bank. It is expected that the primary depository institution
subsidiary of Dime United after the merger will be a New Jersey chartered
commercial bank named "DimeBank."
COMPLETION OF THE MERGER IS SUBJECT TO NUMEROUS CONDITIONS. Completion
of the Hudson United - Dime merger is contingent on the satisfaction of a number
of conditions, including:
- Approval of the merger agreement by both Hudson United and
Dime shareholders,
- Receipt of bank regulatory approvals,
- Receipt of an opinion from Dime's and Hudson United's counsels
regarding the tax-free nature of the merger, and
- Receipt of a letter from Dime's and Hudson United's
independent public accountants regarding qualification of the
merger for pooling-of-interests accounting.
THE MERGER IS EXPECTED TO CLOSE DURING THE FIRST QUARTER OF 2000.
Assuming that shareholder approval is received and other closing conditions are
satisfied, Hudson United anticipates that its merger with Dime will be completed
during the first quarter of 2000. However, the exact time when that merger will
be completed is dependent upon receipt of approval from the shareholders of both
Hudson United and Dime, receipt of bank regulatory approval, and satisfaction of
a number of other conditions, many of which are outside Hudson United's control.
We cannot assure you that all of the conditions will be satisfied in a timely
fashion or at all.
8
<PAGE> 13
INFORMATION ABOUT DIME BANCORP, INC.
Dime Bancorp, Inc. is a savings and loan holding company incorporated
in Delaware, and headquartered in New York City. Dime is the holding company for
The Dime Savings Bank of New York, FSB, a federally-chartered savings bank. The
principal subsidiary of Dime Savings Bank is North American Mortgage Company, a
mortgage banking company that was acquired by Dime in October 1997. At June 30,
1999, Dime operated 100 banking branches located throughout the greater New York
City metropolitan area. Directly and through North American Mortgage Company,
Dime also provides consumer financial services and mortgage banking services
throughout the United States. At June 30, 1999, Dime had assets of $21.4
billion, deposits of $13.4 billion and stockholders' equity of $1.5 billion.
Dime is currently in the process of acquiring 28 branches of Key Bank, N.A. on
Long Island, New York. Additional information about Dime can be obtained from
its filings with the SEC.
EFFECT OF THE HUDSON UNITED - DIME MERGER ON SOUTHERN JERSEY SHAREHOLDERS
Our merger agreement with Hudson United calls for Southern Jersey
shareholders to receive 1.26 shares of Hudson United common stock for each share
of Southern Jersey common stock. The Hudson United-Dime merger agreement
provides that each share of Hudson United common stock will be converted into
one share of Dime United common stock. Therefore, if the Southern Jersey -
Hudson United merger is completed, and the Hudson United - Dime merger is also
completed, each share of Southern Jersey common stock will ultimately become
1.26 shares of Dime United common stock. These shares would represent an equity
interest in a corporation which includes the combined operations of Hudson
United and Dime. On a pro forma basis, assuming completion of Hudson United's
pending acquisitions of Southern Jersey and JeffBanks, Inc., the combined entity
would have assets in excess of $30 billion, banking operations in four states
(New York, New Jersey, Pennsylvania and Connecticut), and nationwide consumer
financial services and mortgage banking activities. See the Pro Forma Financial
Information beginning on page 17.
WHEN YOU VOTE ON THE SOUTHERN JERSEY - HUDSON UNITED MERGER, YOU ARE
NOT VOTING ON THE HUDSON UNITED - DIME MERGER. WE CANNOT ASSURE YOU THAT THE
HUDSON UNITED - DIME MERGER WILL BE COMPLETED OR, IF IT IS COMPLETED, WHEN THAT
WILL OCCUR.
UPDATED OPINION OF SOUTHERN JERSEY'S FINANCIAL ADVISOR
First Capital Group, LLC has delivered its written opinion to the
Southern Jersey Board of directors, dated July 8, 1999, updated as of the date
of the proxy statement-prospectus, and updated again as of the date of this
supplement in light of the proposed Hudson United - Dime merger, that the
consideration that Southern Jersey will receive from Hudson United is fair, from
a financial point of view, to Southern Jersey shareholders. In updating its
opinion, First Capital reviewed (i) the publicly available consolidated
financial statements of Dime for recent years and interim periods to date; (ii)
certain other relevant financial and operating data of Dime and Hudson United,
respectively, made available to First Capital from published sources and the
internal records of Hudson United; (iii) recent publicly available filings of
Hudson United filed with respect to the proposed Hudson United Dime merger,
including copies of the Agreement and Plan of Merger between Hudson United and
Dime dated September 15, 1999; Stock Option Agreement between Dime and Hudson
United dated September 16, 1999; Stock Option Agreement between Hudson United
and Dime dated September 16, 1999; certain press releases; and the Investor
Presentation Materials dated September 1999; (iv) the publicly available
consolidated financial statements of JeffBanks for recent years and interim
periods to date; (v) certain other relevant
9
<PAGE> 14
financial and operating data of JeffBanks made available to First Capital from
published sources and the internal records of Hudson United; (vi) recent
publicly available filings of Hudson United filed with respect to the proposed
Hudson United - JeffBanks merger, including copies of the Agreement and Plan of
Merger between Hudson United and JeffBanks dated June 28, 1999; Stock Option
Agreement between Hudson United and JeffBanks dated June 28, 1999; and certain
press releases; (vii) recent publicly available consolidated financial
statements of Southern Jersey; (viii) certain published bank stock indexes and
reported prices and trading activity for the common shares of Hudson United,
Dime, JeffBanks and Southern Jersey; (ix) certain analyst reports; (x) recent
developments of Hudson United and Southern Jersey; (xi) certain pro forma
financial information reflecting the combination of Hudson United, Dime,
JeffBanks and Southern Jersey; and (xii) such other information as First Capital
deemed appropriate. In addition to reviewing this material, First Capital
discussed with certain members of management of Hudson United and Southern
Jersey, respectively, the business, financial condition and prospects of Hudson
United and Southern Jersey and performed such other analyses and examinations
and considered such other information, financial studies, analysis and
investigations and financial, economic and market data as First Capital deemed
appropriate. Additional information about First Capital's analysis and its
earlier written opinion is set forth in the proxy statement-prospectus at pages
32-36 and at Appendix C.
THE FULL TEXT OF THE MOST RECENTLY UPDATED OPINION OF FIRST CAPITAL,
WHICH SETS FORTH ASSUMPTIONS MADE AND MATTERS CONSIDERED, IS ATTACHED HERETO AS
APPENDIX A TO THIS SUPPLEMENT. SOUTHERN JERSEY SHAREHOLDERS ARE URGED TO READ
THIS OPINION IN ITS ENTIRETY. FIRST CAPITAL'S OPINION IS DIRECTED ONLY TO THE
CONSIDERATION TO BE RECEIVED BY SOUTHERN JERSEY SHAREHOLDERS IN THE MERGER OF
SOUTHERN JERSEY WITH HUDSON UNITED AND DOES NOT CONSTITUTE A RECOMMENDATION TO
ANY SOUTHERN JERSEY SHAREHOLDER AS TO HOW SUCH SHAREHOLDER SHOULD VOTE AT THE
SHAREHOLDERS MEETING OR WITH RESPECT TO ANY SUBSEQUENT SHAREHOLDER VOTE
REGARDING THE PROPOSED MERGER OF HUDSON UNITED WITH DIME.
RECOMMENDATIONS OF THE SOUTHERN JERSEY BOARD OF DIRECTORS
On October __, 1999, the Southern Jersey Board of Directors, having
considered the impact of the Hudson United - Dime merger agreement, confirmed
its approval of the Hudson United - Southern Jersey merger agreement, and
determined that the Hudson United - Southern Jersey merger remains fair to, and
in the best interests of, Southern Jersey and its shareholders. ACCORDINGLY, THE
BOARD OF DIRECTORS OF SOUTHERN JERSEY [UNANIMOUSLY] RECOMMENDS THAT SOUTHERN
JERSEY SHAREHOLDERS VOTE FOR APPROVAL OF THE HUDSON UNITED - SOUTHERN JERSEY
MERGER AGREEMENT AND MERGER.
UPDATED SUMMARY FINANCIAL DATA OF HUDSON UNITED
The following is a summary of certain historical consolidated financial
data for Hudson United as of and for the six months ended June 30, 1999 and
1998. This financial data should be read in conjunction with the financial data
for Hudson United for the years 1994 through 1998, and as of the end of those
years, set forth on pages 9-11 of the proxy statement-prospectus. The data
presented as of and for the six months ended June 30, 1999 and 1998 comes from
Hudson United's unaudited consolidated financial statements. Hudson United's
unaudited consolidated financial statements as of and for the six months ended
June 30, 1999 and 1998 are incorporated by reference in this document. See pages
6 - 7.
In the opinion of Hudson United's management, the unaudited data shown
below reflects all adjustments necessary for a fair presentation of that data.
All such adjustments were normal, recurring adjustments. Results for the six
months ended June 30, 1999 do not necessarily indicate the results that you
should expect for any other interim period or for the year as a whole.
10
<PAGE> 15
<TABLE>
<CAPTION>
At or for the Six Months ended June 30,
---------------------------------------
1999 1998
---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
EARNINGS SUMMARY:
Interest income $ 232,369 $ 233,377
Interest expense 102,069 106,974
---------- ----------
Net interest income 130,300 126,403
Provision for possible loan losses 5,000 9,099
---------- ----------
Net interest income after provision for
possible loan losses 125,300 117,304
Other income 34,520 28,961
Other expenses 82,807 114,004
---------- ----------
Income before income taxes 77,013 32,261
Income tax provision 26,950 12,777
---------- ----------
Net income $ 50,063 $ 19,484
========== ==========
SHARE DATA:
Weighted average common shares
Outstanding (in thousands):
Basic 39,829 40,912
Diluted 40,380 42,234
Basic earnings per share $ 1.26 $ 0.48
Diluted earnings per share 1.24 0.46
Cash dividends per common share 0.50 0.39
Book value per common share 10.70 11.77
BALANCE SHEET SUMMARY:
Securities held to maturity $ 629,133 $ 919,356
Securities available for sale 2,580,667 1,943,323
Loans 3,537,792 3,523,517
Total assets 7,226,088 7,016,924
Deposits 4,997,836 5,439,595
Stockholders' equity 422,989 478,879
PERFORMANCE RATIOS:
Return on average assets 1.49% 0.60%
Return on average equity 23.19 7.74
Dividend payout 39.68 81.25
Average equity to average assets 6.41 7.78
Net interest margin 4.15 4.19
ASSET QUALITY RATIOS:
Allowance for possible loan losses to total
loans 1.57% 1.88%
Allowance for possible loan losses to
non-performing loans 289 110
Non-performing loans to total loans 0.54 1.72
Non-performing assets to total loans, plus
other real estate 0.59 1.99
Net charge-offs to average loans 0.24 0.59
</TABLE>
11
<PAGE> 16
UPDATED SUMMARY FINANCIAL DATA OF SOUTHERN JERSEY
The following is a summary of certain selected historical consolidated
financial data for Southern Jersey as of and for the six months ended June 30,
1999 and 1998. This financial data should be read in conjunction with the
financial data for Southern Jersey for the years 1994 through 1998, and as of
the end of those years, set forth on pages 12-14 of the proxy
statement-prospectus. The data presented as of and for the six months ended June
30, 1999 and 1998 comes from Southern Jersey's unaudited consolidated financial
statements. Southern Jersey's unaudited consolidated financial statements as of
and for the six months ended June 30, 1999 and 1998 are incorporated by
reference in this document. See pages 6-7.
In the opinion of Southern Jersey's management, the unaudited data
shown below reflects all adjustments necessary for a fair presentation of that
data. All such adjustments were normal, recurring adjustments. Results for the
six months ended June 30, 1999 do not necessarily indicate the results that you
should expect for any other interim period or for the year as a whole.
12
<PAGE> 17
<TABLE>
<CAPTION>
At or for the Six Months ended June 30,
----------------------------------------
1999 1998
--------- ---------
EARNINGS SUMMARY: (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C>
Interest income $ 14,499 $ 17,245
Interest expense 8,435 9,155
--------- ---------
Net interest income 6,064 8,090
Provision for possible loan losses 1,060 2,900
--------- ---------
Net interest income after provision for possible
loan losses 5,004 5,190
Other income 2,274 1,757
Other expenses 7,732 7,799
--------- ---------
Income (loss) before income taxes (454) (852)
Income tax provision 0 0
--------- ---------
Net income (loss) $ (454) $ (852)
========= =========
SHARE DATA:
Weighted average common shares
Outstanding (in thousands):
Basic 1,127 1,124
Diluted 1,127 1,124
Basic earnings (loss) per share $ (0.40) $ (0.76)
Diluted earnings (loss) per share (0.40) (0.76)
Cash dividends per common share -- --
Book value per common share 24.98 34.09
BALANCE SHEET SUMMARY:
Securities held to maturity $ -- $ 59,362
Securities available for sale 114,148 40,393
Loans 242,194 289,582
Total assets 452,417 482,335
Deposits 419,109 438,956
Stockholders' equity 28,157 38,320
PERFORMANCE RATIOS:
Return on average assets (0.10%) (0.18%)
Return on average equity (1.55) (2.14)
Dividend payout -- --
Average equity to average assets 6.26 6.26
Net interest margin 2.85 3.66
ASSET QUALITY RATIOS:
Allowance for possible loan losses to total Loans 3.79% 2.44%
Allowance for possible loan losses to
non-performing loans 48 66
Non-performing loans to total loans 7.97 3.70
Non-performing assets to total loans, plus Other
real estate 9.34 5.31
Net charge-offs to average loans 0.82 0.36
</TABLE>
13
<PAGE> 18
RECENT DEVELOPMENTS CONCERNING HUDSON UNITED
Acquisition of Lyon Credit Corporation.
On September 10, 1999, Hudson United Bank entered into an agreement to
purchase substantially all the assets of Lyon Credit Corporation. The
transaction is expected to close during the fourth quarter of 1999, and will
add approximately $350 million of project finance, equipment, and asset based
loans to Hudson United Bank's assets, along with loan production offices in
Stamford, CT, Atlanta, Dallas, Irvine, CA, Chicago, Houston, San Francisco, and
Portland, OR.
Other Recent Developments
[A SUMMARY OF HUDSON UNITED THIRD QUARTER RESULTS WILL BE ADDED IF SUCH RESULTS
ARE PUBLICLY RELEASED PRIOR TO PRINTING]
RECENT DEVELOPMENTS CONCERNING SOUTHERN JERSEY
[A SUMMARY OF SOUTHERN JERSEY THIRD QUARTER RESULTS WILL BE ADDED IF SUCH
RESULTS ARE PUBLICLY RELEASED PRIOR TO PRINTING]
STATUS OF REGULATORY APPROVALS ON THE
SOUTHERN JERSEY-HUDSON UNITED MERGER
Hudson United has applied to all necessary bank regulatory authorities for
approval of the Southern Jersey - United merger. The Federal Reserve Board has
agreed to waive its approval requirement with respect to the merger based upon
the need for approval by the Federal Deposit Insurance Corporation. As of the
date of this, we have not yet recieved the required approvals of the FDIC and
the New Jersey Department of Banking and Insurance. While we do not know of any
reason why we would not be able to obtain the necessary approvals in a timely
manner, we cannot be certain when or if we will recieve them. As of the date of
this supplement, neither Hudson United nor Dime has applied for any regulatory
appovals for the United - Dime Merger.
14
<PAGE> 19
UPDATED AND ADDITIONAL COMPARATIVE SHARE INFORMATION
AND MARKET PRICES
The first table below presents, for the periods indicated, the high and
low closing prices per share of Hudson United common stock, Southern Jersey
common stock and Dime common stock. The closing prices of Hudson United common
stock have been restated to give retroactive effect to stock dividends and stock
splits. The second table presents information concerning the last closing price
of Hudson United common stock, Southern Jersey common stock and Dime common
stock on June 28, 1999, the last business day before the Southern Jersey -
Hudson United merger was announced, on September 14, the last day before the
Hudson United - Dime merger agreement was announced, and on October __, 1999, a
date shortly before the date of this supplement. The second table also presents
the equivalent value of Hudson United common stock per Southern Jersey share
which is computed by multiplying the last closing price of Hudson United common
stock on the dates indicated by the 1.26 exchange ratio in the Southern Jersey -
Hudson United merger agreement. Hudson United common stock is listed on the New
York Stock Exchange under the symbol "HU" and Southern Jersey common stock is
traded on the NASDAQ Over-the-Counter Bulletin Board under the symbol "SOJB" and
Dime common stock is traded on the New York Stock Exchange under the symbol
"DME." We urge you to obtain current market quotations for Hudson United common
stock, Southern Jersey common stock and Dime common stock.
<TABLE>
<CAPTION>
CLOSING SALE PRICE PER CLOSING SALE PRICE PER CLOSING SALE PRICE PER
SHARE OF HUDSON UNITED SHARE OF SOUTHERN JERSEY SHARE OF DIME
COMMON STOCK COMMON STOCK COMMON STOCK
----------------------- ------------------------ -----------------------
HIGH LOW HIGH LOW HIGH LOW
-------- --------- --------- ---------- -------- ---------
1997:
<S> <C> <C> <C> <C> <C> <C>
First Quarter................ $ 25.03 $ 21.44 $ 44.23 $ 38.84 $ 17.88 $ 14.63
Second Quarter............... 27.57 20.86 44.66 41.26 19.00 14.88
Third Quarter................ 31.11 26.16 45.63 43.69 21.75 17.00
Fourth Quarter............... 37.99 30.05 60.19 44.90 30.25 21.06
1998:
First Quarter................ $ 37.86 $ 32.28 $ 61.17 $ 58.25 $ 31.06 $ 24.00
Second Quarter............... 37.62 31.25 61.17 48.54 32.06 28.06
Third Quarter................ 35.00 25.38 48.54 40.78 32.69 19.00
Fourth Quarter............... 30.13 21.63 41.99 32.25 27.81 18.19
1999:
First Quarter................ $ 34.25 $ 29.75 $ 32.00 $ 27.00 $ 27.06 $ 23.19
Second Quarter............... 36.00 30.63 37.75 21.75 24.44 20.06
Third Quarter................ 33.75 28.31 40.38 34.25 21.56 16.56
Fourth Quarter (through
October __, 1999)............
</TABLE>
<TABLE>
<CAPTION>
CLOSING SALE CLOSING SALE EQUIVALENT VALUE OF
PRICE PER SHARE PRICE PER SHARE HUDSON UNITED COMMON CLOSING SALE
OF HUDSON OF SOUTHERN STOCK PER SHARE OF PRICE PER SHARE
UNITED JERSEY SOUTHERN JERSEY OF DIME
COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
--------------- --------------- -------------------- ---------------
DATE
<S> <C> <C> <C> <C>
June 28, 1999................ $ 34.94 $ 23.75 $ 44.02 $ 20.50
September 14, 1999........... $ 30.13 $ 36.50 $ 37.96 $ 17.75
October __, 1999.............
</TABLE>
15
<PAGE> 20
SUMMARY PRO FORMA FINANCIAL INFORMATION
We present on this page certain pro forma unaudited combined condensed
financial information derived from the unaudited Pro Forma Financial
Information for the periods and at the dates indicated. The pro forma combined
information gives effect to the proposed mergers of Southern Jersey, JeffBanks
and Dime, each accounted for as a pooling-of-interests, as if the mergers had
been consummated for statement of income purposes on the first day of the
applicable periods and for balance sheet purposes on June 30, 1999. Information
relative to each individual merger is presented in the Pro Forma Financial
Information, which begins on the next page. This summary pro forma financial
information is based on the historical financial statements of Hudson United,
Southern Jersey, JeffBanks and Dime incorporated by reference herein. Hudson
United's historical earnings per share have been restated to give retroactive
effect to stock dividends and splits. The pro forma combined information does
not include the effect of Hudson United's pending acquisition of loans and
deposits from Advest Bank or its pending acquisition of the assets of Lyon
Credit Corporation. We have determined that the Advest and Lyon Credit
acquisitions do not present significant acquisitions in the context of the pro
forma financial information. The pro forma combined information does not
include the effect of Dime's pending acquisition of 28 branches of Key Bank,
N.A. In addition, the pro forma combined information as of June 30, 1999 does
not include Dime's acquisition of Citibank's auto financing unit, which was
consummated after June 30, 1999. Information regarding the acquisitions of
certain assets and liabilities of Key Bank and Citibank have not been included
because these acquisitions do not present significant acquisitions in the
context of the pro forma financial information and because separate financial
statements for such assets and liabilities are not prepared by the companies
from which such assets and liabilities were acquired or are to be acquired.
The Summary Pro Forma Financial Information should be read in
conjunction with the Pro Forma Financial Information and the related notes
thereto beginning on the next page and the consolidated financial statements and
related notes incorporated by reference in this document. The Summary Pro Forma
Financial Information is not necessarily indicative of the actual financial
results that would have occurred had the mergers been consummated as of the
beginning of the periods for which the data is presented and should not be
construed as being representative of future periods.
Summary Pro Forma Unaudited Combined Condensed Financial Information
(In thousands, except for per share data)
<TABLE>
<CAPTION>
For the Six For the Years Ended December 31,
Months Ended ------------------------------------
June 30, 1999 1998 1997 1996
------------- -------- -------- --------
<S> <C> <C> <C> <C>
Net interest income before provision for
possible loan losses $443,120 $856,083 $809,606 $773,922
Provision for possible loan losses 24,545 67,607 73,442 70,060
Net interest income after provision for
possible loan losses 418,575 788,476 736,164 703,862
Income before income taxes
and extraordinary items 276,976 398,357 331,268 230,548
Income tax provision 99,451 130,463 124,099 78,988
Income before extraordinary items 177,525 267,894 207,169 151,560
Income before extraordinary items per share:
Basic 1.52 2.27 1.80 1.33
Diluted 1.50 2.22 1.74 1.27
</TABLE>
<TABLE>
<CAPTION>
As of
June 30, 1999
-------------
<S> <C>
Total assets $30,965,672
Total deposits 20,216,166
Total stockholders' equity 1,991,632
Book value per common share 16.96
</TABLE>
16
<PAGE> 21
PRO FORMA FINANCIAL INFORMATION
Presented on the following page is a pro forma unaudited combined
condensed balance sheet of Hudson United, Southern Jersey, JeffBanks and Dime at
June 30, 1999, giving effect to each merger as if it had been consummated at
such date. Also presented are the pro forma unaudited combined condensed
statements of income for the six-month period ended June 30, 1999 and for the
years ended December 31, 1998, 1997 and 1996. The unaudited pro forma financial
information is based on the historical financial statements of Hudson United,
Southern Jersey, JeffBanks and Dime after giving effect to each merger under the
pooling-of-interests method of accounting and based upon the assumptions and
adjustments contained in the accompanying notes to pro forma financial
information.
The unaudited pro forma financial information has been prepared by
Hudson United's management based upon the historical financial statements and
related notes thereto of Hudson United, Southern Jersey, JeffBanks and Dime,
which are incorporated herein by reference. The unaudited pro forma financial
information should be read in conjunction with those historical financial
statements and notes. The pro forma combined information does not include the
effect of Hudson United's pending acquisition of loans and deposits from Advest
Bank or its pending acquisition of the assets of Lyon Credit Corporation. We
have determined that the Advest and Lyon Credit acquisitions do not present
significant acquisitions in the context of the pro forma financial information.
The pro forma combined information does not include the effect of Dime's
pending acquisition of 28 branches of Key Bank, N.A. In addition, the pro forma
combined information as of June 30, 1999 does not include Dime's acquisition of
Citibank's auto financing unit, which was consummated after June 30, 1999.
Information regarding the acquisitions of certain assets and liabilities of Key
Bank and Citibank have not been included because these acquisitions do not
present significant acquisitions in the context of the pro forma financial
information and because separate financial statements for such assets and
liabilities are not prepared by the companies from which such assets and
liabilities were acquired or are to be acquired.
The pro forma financial data is not necessarily indicative of the
actual financial results that would have occurred had the mergers been
consummated as of the beginning of the periods for which the data is presented
and should not be construed as being representative of future periods.
17
<PAGE> 22
PRO FORMA UNAUDITED COMBINED CONDENSED BALANCE SHEET
AS OF JUNE 30, 1999
($ in thousands, except per share data)
<TABLE>
<CAPTION>
Southern Pro forma Pro forma
Assets Hudson United Jersey Adjustments Combined JeffBanks
- ------ ------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash and due from banks $ 192,918 $ 20,625 $ -- $ 213,543 $ 52,207
Federal funds sold and other investments 8,201 50,050 58,251 79,100
Securities 3,209,800 114,148 3,323,948 313,956
Loans held for sale -- -- -- 19,951
Loans 3,537,792 242,194 3,779,986 1,338,949
Less: Allowance for loan losses (55,680) (9,182) (64,862) (12,203)
------------ ------------ ------------ ------------ ------------
Total loans 3,482,112 233,012 -- 3,715,124 1,326,746
------------ ------------ ------------ ------------ ------------
Other assets 227,153 34,582 261,735 60,342
Intangibles, net of amortization 105,904 -- 105,904 5,082
------------ ------------ ------------ ------------ ------------
Total Assets $ 7,226,088 $ 452,417 $ -- $ 7,678,505 $ 1,857,384
============ ============ ============ ============ ============
Liabilities and Stockholders' Equity
- ------------------------------------
Deposits $ 4,997,836 $ 419,109 $ -- $ 5,416,945 $ 1,384,423
Borrowings 1,504,399 -- 1,504,399 259,239
Other liabilities 100,864 5,151 106,015 24,580
------------ ------------ ------------ ------------ ------------
6,603,099 424,260 -- 7,027,359 1,668,242
Subordinated debt 100,000 -- 100,000 31,920
Capital Trust Securities 100,000 -- 100,000 25,300
------------ ------------ ------------ ------------ ------------
Total Liabilities 6,803,099 424,260 -- 7,227,359 1,725,462
------------ ------------ ------------ ------------ ------------
Stockholders' Equity:
Common stock 72,246 2,184 383 74,813 10,583
Additional paid in capital 264,468 3,259 (4,207) 263,520 98,177
Retained earnings 144,176 29,095 -- 173,271 26,961
Treasury stock (36,504) (3,824) 3,824 (36,504) --
Employee stock awards & ESOP shares (3,387) -- -- (3,387) --
Accumulated other comprehensive loss (18,010) (2,557) -- (20,567) (3,799)
------------ ------------ ------------ ------------ ------------
Total Stockholders' Equity 422,989 28,157 -- 451,146 131,922
------------ ------------ ------------ ------------ ------------
Total Liabilities and Stockholders' Equity $ 7,226,088 $ 452,417 $ -- $ 7,678,505 $ 1,857,384
============ ============ ============ ============ ============
Common shares outstanding (in thousands) 39,532 1,128 40,976 10,583
Book value per common share $ 10.70 $ 24.96 $ 11.01 $ 12.47
</TABLE>
<TABLE>
<CAPTION>
Pro forma Pro forma Pro forma Pro forma
Assets Adjustments Combined Dime Adjustments Combined
- ------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash and due from banks $ -- $ 265,750 $ 300,543 $ -- $ 566,293
Federal funds sold and other investments 137,351 12,588 149,939
Securities 3,637,904 3,826,738 7,464,642
Loans held for sale 19,951 2,512,648 2,532,599
Loans 5,118,935 12,711,182 17,830,117
Less: Allowance for loan losses (77,065) (121,381) (198,446)
------------ ------------ ------------ ------------ ------------
Total loans -- 5,041,870 12,589,801 -- 17,631,671
------------ ------------ ------------ ------------ ------------
Other assets 322,077 1,884,442 2,206,519
Intangibles, net of amortization 110,986 303,023 414,009
------------ ------------ ------------ ------------ ------------
Total Assets $ -- $ 9,535,889 $ 21,429,783 $ -- $ 30,965,672
============ ============ ============ ============ ============
Liabilities and Stockholders' Equity
- ------------------------------------
Deposits $ -- $ 6,801,368 $ 13,414,798 $ -- $ 20,216,166
Borrowings 1,763,638 5,916,453 7,680,091
Other liabilities 130,595 400,995 84,879 616,469
------------ ------------ ------------ ------------ ------------
-- 8,695,601 19,732,246 84,879 28,512,726
Subordinated debt 131,920 51,886 183,806
Capital Trust Securities 125,300 152,208 277,508
------------ ------------ ------------ ------------ ------------
Total Liabilities -- 8,952,821 19,936,340 84,879 28,974,040
------------ ------------ ------------ ------------ ------------
Stockholders' Equity:
Common stock 7,293 92,689 1,203 (92,717) 1,175
Additional paid in capital (7,293) 354,404 1,165,759 (124,267) 1,395,896
Retained earnings -- 200,232 561,428 (94,000) 667,660
Treasury stock -- (36,504) (180,480) 216,984 --
Employee stock awards & ESOP shares -- (3,387) (5,825) 9,121 (91)
Accumulated other comprehensive loss -- (24,366) (48,642) -- (73,008)
------------ ------------ ------------ ------------ ------------
Total Stockholders' Equity -- 583,068 1,493,443 (84,879) 1,991,632
------------ ------------ ------------ ------------ ------------
Total Liabilities and Stockholders' Equity $ -- $ 9,535,889 $ 21,429,783 $ -- $ 30,965,672
============ ============ ============ ============ ============
Common shares outstanding (in thousands) 51,030 113,539 117,450
Book value per common share $ 11.43 $ 13.15 $ 16.96
</TABLE>
See notes to pro forma financial information.
18
<PAGE> 23
PRO FORMA UNAUDITED COMBINED CONDENSED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1999
($ in thousands, except per share data)
<TABLE>
<CAPTION>
Hudson Southern Pro Forma Pro Forma Pro Forma
United Jersey Combined JeffBanks Combined Dime Combined
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest on loans $ 142,808 $ 9,463 $ 152,271 $ 52,816 $ 205,087 $ 547,495 $ 752,582
Interest on securities 89,035 3,252 92,287 9,095 101,382 126,360 227,742
Other interest income 526 1,784 2,310 544 2,854 776 3,630
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Interest Income 232,369 14,499 246,868 62,455 309,323 674,631 983,954
---------- ---------- ---------- ---------- ---------- ---------- ----------
Interest on deposits 64,185 8,435 72,620 23,213 95,833 236,353 332,186
Interest on borrowings 37,884 -- 37,884 7,874 45,758 162,890 208,648
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Interest Expense 102,069 8,435 110,504 31,087 141,591 399,243 540,834
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Interest Income before
provision for loan loss 130,300 6,064 136,364 31,368 167,732 275,388 443,120
Provision for loan loss 5,000 1,060 6,060 2,985 9,045 15,500 24,545
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Interest Income after
provision for loan loss 125,300 5,004 130,304 28,383 158,687 259,888 418,575
Noninterest income 34,520 2,274 36,794 8,084 44,878 301,733 346,611
Noninterest expense 82,807 7,732 90,539 26,184 116,723 371,487 488,210
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes
and extraordinary items 77,013 (454) 76,559 10,283 86,842 190,134 276,976
Income tax provision 26,950 -- 26,950 2,152 29,102 70,349 99,451
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income (loss) before extraordinary items $ 50,063 $ (454) $ 49,609 $ 8,131 $ 57,740 $ 119,785 $ 177,525
========== ========== ========== ========== ========== ========== ==========
Income (Loss) Before Extraordinary Items Per
Share:
Basic $ 1.26 $ (0.40) $ 1.20 $ 0.77 $ 1.13 $ 1.08 $ 1.52
Diluted $ 1.24 $ (0.40) $ 1.19 $ 0.74 $ 1.10 $ 1.06 $ 1.50
Weighted Average Common Shares:
(in thousands)
Basic 39,829 1,127 41,272 10,517 51,263 111,470 116,473
Diluted 40,380 1,127 41,823 11,010 52,283 112,841 118,295
</TABLE>
See notes to pro forma financial information.
19
<PAGE> 24
PRO FORMA UNAUDITED COMBINED CONDENSED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1998
($ in thousands, except per share data)
<TABLE>
<CAPTION>
Hudson Southern Pro Forma Pro Forma Pro Forma
United Jersey Combined JeffBanks Combined Dime Combined
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest on loans $ 298,311 $ 24,624 $ 322,935 $ 99,924 $ 422,859 $1,159,364 $1,582,223
Interest on securities 162,783 5,983 168,766 21,025 189,791 255,719 445,510
Other interest income 7,453 2,676 10,129 2,544 12,673 5,802 18,475
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Interest Income 468,547 33,283 501,830 123,493 625,323 1,420,885 2,046,208
---------- ---------- ---------- ---------- ---------- ---------- ----------
Interest on deposits 161,077 18,400 179,477 48,858 228,335 545,827 774,162
Interest on borrowings 53,276 -- 53,276 14,862 68,138 347,825 415,963
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Interest Expense 214,353 18,400 232,753 63,720 296,473 893,652 1,190,125
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Interest Income before
provision for loan loss 254,194 14,883 269,077 59,773 328,850 527,233 856,083
Provision for loan loss 14,374 15,270 29,644 5,963 35,607 32,000 67,607
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Interest Income (Loss)
after provision for loan loss 239,820 (387) 239,433 53,810 293,243 495,233 788,476
Noninterest income 33,299 3,509 36,808 15,215 52,023 525,030 577,053
Noninterest expense 232,096 15,842 247,938 53,593 301,531 665,641 967,172
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes
and extraordinary items 41,023 (12,720) 28,303 15,432 43,735 354,622 398,357
Income tax provision (benefit) 17,872 (4,888) 12,984 4,000 16,984 113,479 130,463
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income (loss) before extraordinary items $ 23,151 $ (7,832) $ 15,319 $ 11,432 $ 26,751 $ 241,143 $ 267,894
========== ========== ========== ========== ========== ========== ==========
Income (Loss) Before Extraordinary Items Per
Share:
Basic $ 0.57 $ (6.95) $ 0.36 $ 1.11 $ 0.52 $ 2.13 $ 2.27
Diluted $ 0.56 $ (6.95) $ 0.36 $ 1.04 $ 0.50 $ 2.09 $ 2.22
Weighted Average Common Shares:
(in thousands)
Basic 40,640 1,127 42,083 10,301 51,869 113,452 118,238
Diluted 41,696 1,127 43,139 10,956 53,547 115,153 120,912
</TABLE>
See notes to pro forma financial information.
20
<PAGE> 25
PRO FORMA UNAUDITED COMBINED CONDENSED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1997
($ in thousands, except per share data)
<TABLE>
<CAPTION>
Hudson Southern Pro Forma Pro Forma Pro Forma
United Jersey Combined JeffBanks Combined Dime Combined
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest on loans $ 306,800 $ 25,834 $ 332,634 $ 87,794 $ 420,428 $ 919,890 $1,340,318
Interest on securities 159,620 6,123 165,743 18,895 184,638 430,555 615,193
Other interest income 4,795 1,843 6,638 3,931 10,569 32,370 42,939
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Interest Income 471,215 33,800 505,015 110,620 615,635 1,382,815 1,998,450
---------- ---------- ---------- ---------- ---------- ---------- ----------
Interest on deposits 175,645 17,159 192,804 40,776 233,580 559,359 792,939
Interest on borrowings 40,635 -- 40,635 14,876 55,511 340,394 395,905
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Interest Expense 216,280 17,159 233,439 55,652 289,091 899,753 1,188,844
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Interest Income before
provision for loan loss 254,935 16,641 271,576 54,968 326,544 483,062 809,606
Provision for loan loss 12,775 7,967 20,742 3,700 24,442 49,000 73,442
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Interest Income after
provision for loan loss 242,160 8,674 250,834 51,268 302,102 434,062 736,164
Noninterest income 54,180 3,043 57,223 13,203 70,426 145,291 215,717
Noninterest expense 181,308 11,590 192,898 46,570 239,468 381,145 620,613
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before income taxes
and extraordinary items 115,032 127 115,159 17,901 133,060 198,208 331,268
Income tax provision (benefit) 45,205 (710) 44,495 4,570 49,065 75,034 124,099
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before extraordinary items $ 69,827 $ 837 $ 70,664 $ 13,331 $ 83,995 $ 123,174 $ 207,169
========== ========== ========== ========== ========== ========== ==========
Income Before Extraordinary Items Per
Share:
Basic $ 1.67 $ 0.75 $ 1.64 $ 1.33 $ 1.59 $ 1.15 $ 1.80
Diluted $ 1.60 $ 0.73 $ 1.57 $ 1.25 $ 1.52 $ 1.13 $ 1.74
Weighted Average Common Shares:
(in thousands)
Basic 41,362 1,120 42,808 9,660 51,985 106,585 114,337
Diluted 43,635 1,148 45,081 10,317 54,882 108,613 118,421
</TABLE>
See notes to pro forma financial information.
21
<PAGE> 26
PRO FORMA UNAUDITED COMBINED CONDENSED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
($ in thousands, except per share data)
<TABLE>
<CAPTION>
Hudson Southern Pro forma Pro forma Pro forma
United Jersey Combined JeffBanks Combined Dime Combined
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Interest on loans $ 287,671 $ 22,441 $ 310,112 $ 86,145 $ 396,257 $ 784,109 $1,180,366
Interest on securities 150,856 6,802 157,658 18,548 176,206 540,252 716,458
Other interest income 3,987 1,147 5,134 2,407 7,541 26,337 33,878
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Interest Income 442,514 30,390 472,904 107,100 580,004 1,350,698 1,930,702
---------- ---------- ---------- ---------- ---------- ---------- ----------
Interest on deposits 173,521 14,870 188,391 40,248 228,639 531,216 759,855
Interest on borrowings 27,045 -- 27,045 11,693 38,738 358,187 396,925
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Interest Expense 200,566 14,870 215,436 51,941 267,377 889,403 1,156,780
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Interest Income before
provision for loan losses 241,948 15,520 257,468 55,159 312,627 461,295 773,922
Provision for loan loss 17,140 1,805 18,945 10,115 29,060 41,000 70,060
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Interest Income after
provision for loan losses 224,808 13,715 238,523 45,044 283,567 420,295 703,862
Noninterest income 40,257 3,246 43,503 10,496 53,999 85,978 139,977
Noninterest expense 204,679 10,357 215,036 46,222 261,258 352,033 613,291
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income before income taxes 60,386 6,604 66,990 9,318 76,308 154,240 230,548
Income tax provision 23,490 1,276 24,766 4,238 29,004 49,984 78,988
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Income $ 36,896 $ 5,328 $ 42,224 $ 5,080 $ 47,304 $ 104,256 $ 151,560
========== ========== ========== ========== ========== ========== ==========
Net Income Per Share:
Basic $ 0.85 $ 4.77 $ 0.94 $ 0.56 $ 0.89 $ 1.00 $ 1.33
Diluted $ 0.82 $ 4.67 $ 0.91 $ 0.53 $ 0.85 $ 0.96 $ 1.27
Weighted Average Common Shares:
(in thousands)
Basic 42,402 1,118 43,840 8,775 52,176 103,742 112,865
Diluted 44,990 1,141 46,428 9,247 55,213 109,097 119,035
</TABLE>
See notes to pro forma financial information.
22
<PAGE> 27
Notes to Pro Forma Financial Information
(1) The pro forma information assumes the mergers were consummated as of
June 30, 1999 for the pro forma unaudited combined condensed balance
sheet and as of the beginning of each of the periods indicated for the
pro forma unaudited combined condensed statements of income. The pro
forma information presented is not necessarily indicative of the
results of operations or the combined financial position that would
have resulted had the mergers been consummated at the beginning of the
periods indicated, nor is it necessarily indicative of the results of
operations in future periods or the future financial position of the
combined entities.
(2) It is assumed that the merger with Southern Jersey will be accounted
for on a pooling-of-interests basis, and accordingly, the related pro
forma adjustments herein reflect, where applicable, an exchange ratio
of 1.26 shares of Hudson United common stock for each of the 1,128,081
shares of Southern Jersey common stock which were outstanding at June
30, 1999.
Following consummation of the merger, it is anticipated that Hudson
United will sell substantially all of the nonperforming assets and
certain other identified loans of Southern Jersey aggregating
approximately $55 million and take a related charge of up to $25
million to write these assets down to their estimated realizable value
based upon an accelerated sale process. Anticipated cost savings net of
expected merger-related expense and restructuring charges are not
expected to be material and therefore the pro forma financial
information does not give effect to these items.
The pro forma financial information was adjusted for the Southern
Jersey merger by the (i) addition of 1,421,382 shares of Hudson United
common stock with a stated value of $1.778 per share amounting to
$2,527,217; (ii) elimination of 1,307,683 shares of Southern Jersey
common stock with a stated value of $1.67 per share amounting to
$2,183,831; (iii) addition of 22,620 shares of Hudson United common
stock amounting to $40,218 in exchange for Southern Jersey's stock
options; (iv) elimination of 179,602 shares of Southern Jersey common
stock held in Southern Jersey's treasury at a cost of $3,823,801.
(3) It is assumed that the merger with JeffBanks will be accounted for on a
pooling-of-interests basis, and accordingly, the related pro forma
adjustments herein reflect, where applicable, an exchange ratio of 0.95
shares of Hudson United common stock for each of the 10,583,209 shares
of JeffBanks common stock which were outstanding at June 30, 1999.
Anticipated cost savings net of expected merger-related expense and
restructuring charges are not expected to be material and therefore the
pro forma financial information does not give effect to these items.
The pro forma financial information was adjusted for the JeffBanks
merger by the (i) addition of 10,054,049 shares of Hudson United common
stock with a stated value of $1.778 per share amounting to $17,876,099;
(ii) elimination of 10,583,209 shares of JeffBanks common stock with a
par value of $1.00 per share amounting to $10,583,209.
(4) It is assumed that the merger with Dime will be accounted for on a
pooling-of-interests basis, and accordingly, the related pro forma
adjustments herein reflect, where applicable, an exchange ratio of
0.585 shares of Dime United common stock for each of the 113,539,009
shares of Dime common stock which were outstanding at June 30, 1999.
23
<PAGE> 28
Anticipated cost saving approximate $78 million and are expected to be
75% phased-in within the first twelve months of closing. Merger-related
expense and restructuring charges are anticipated to be approximately
$136 million pre-tax, $94 million after tax, comprised of systems,
employee, occupancy, professional and other costs and are presented
only in the pro forma unaudited combined condensed balance sheet.
The pro forma financial information was adjusted for the Dime merger by
the (i) issuance of 117,450,270 shares of the new Dime United common
stock with a par value of $.01 per share amounting to $1,174,503; (ii)
elimination of 51,029,949 shares of Hudson United common stock with a
stated value of $1.778 per share amounting to $90,731,249; (iii)
elimination of 113,539,009 shares of Dime common stock with a par value
of $.01 per share amounting to $1,135,390; (iv) elimination of
1,101,306 shares of Hudson United common stock held in Hudson United's
treasury at a cost of $36,504,000 with a stated value of $1.778 per
share amounting to $1,958,122; (v) elimination of 6,713,450 shares of
Dime common stock held in Dime's treasury at a cost of $180,480,069
with a par value of $.01 amounting to $67,135.
(5) Earnings per share data has been computed based on the combined
historical income before extraordinary items applicable to common
shareholders or net income applicable to common shareholders of
Dime United using historical weighted average shares outstanding for
the given period and the common stock assumed to be issued in
connection with th mergers.
(6) The pro forma information presented above does not reflect
Hudson United's pending acquisition of loans and deposits from Advest
Bank or its pending acquisition of the assets of Lyon Credit
Corporation. We have determined that the Advest and Lyon Credit
acquisitions do not present significant acquisitions in the context of
the pro forma financial information. For information about Lyon
Credit, see "Recent Developments Concerning Hudson United" on page 14
of this supplement. For information about Advest, see Recent
Developments" on pages 20-22 of the proxy statement-prospectus. The
pro forma combined information does not include the effect of Dime's
pending acquisition of 28 branches of Key Bank, N.A. In addition, the
pro forma combined information as of June 30, 1999 does not include
Dime's acquisition of Citibank's auto financing unit, which was
consummated after June 30, 1999. Information regarding the
acquisitions of certain assets and liabilities of Key Bank and
Citibank have not been included because these acquisitions do not
present significant acquisitions in the context of the pro forma
financial information and because separate financial statements for
such assets and liabilities are not prepared by the companies from
which such assets and liabilities were acquired or are to be acquired.
24
<PAGE> 29
INFORMATION ABOUT THE RECONVENED MEETING
DATE, TIME AND PLACE
The special meeting of Southern Jersey shareholders, originally
scheduled for September 16, 1999, was adjourned on that date without any
business being conducted at the meeting before adjournment. The Board of
Directors of Southern Jersey has determined to reconvene the adjourned meeting
at the following date, time and place:
____ _.m.
November __, 1999
164 West Broad Street
Bridgeton, New Jersey 08302
NO CHANGE IN RECORD DATE
The Southern Jersey Board of Directors originally fixed the close of
business on July 31, 1999 as the record date for the meeting. This record date
has not been changed. Only holders of record of Southern Jersey common stock at
that time are entitled to get notice of the meeting and to vote at the meeting.
On the record date, there were 1,128,081 shares of Southern Jersey common stock
outstanding. Each of those shares will be entitled to one vote on each matter
properly submitted to the meeting.
REQUIRED VOTE
The Hudson United - Southern Jersey merger cannot be completed without
Southern Jersey shareholder approval. The affirmative vote of a majority of the
outstanding shares of Southern Jersey entitled to vote is required to approve
the merger agreement. A FAILURE TO RETURN THE PROXY CARD OR TO VOTE IN PERSON AT
THE MEETING WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE MERGER. Abstentions
and broker non-votes will also have the same effect as votes against the
merger.
NEW PROXY CARDS
Because of the significance of the proposed Hudson United - Dime
merger, Hudson United and Southern Jersey determined that proxies voted prior to
distribution of this supplement should not be accepted and all new proxies
should be solicited. THE WHITE PROXY CARDS ENCLOSED WITH THE PROXY
STATEMENT-PROSPECTUS DATED AUGUST 13, 1999 WILL NOT BE ACCEPTED AT THE SPECIAL
MEETING. ACCORDINGLY, YOUR SHARES WILL BE VOTED AT THE MEETING ONLY IF YOU SIGN
AND RETURN THE ENCLOSED GREEN PROXY CARD OR VOTE PERSONALLY AT THE MEETING. We
urge you to execute, date and return the enclosed green proxy card in the
enclosed postage-paid envelope as soon as possible to ensure that your shares
will be voted at the reconvened special meeting. You should not send in
certificates for your Southern Jersey shares at this time.
OTHER MATTERS
As of the date of this supplement, the Southern Jersey Board of
Directors knows of no other matters to be presented for action by the
shareholders at the meeting. If any other matters are properly presented,
however, it is the intention of the persons named in the enclosed proxy to vote
in accordance with their best judgment on such matters.
25
<PAGE> 30
EXPERTS
The consolidated financial statements of Hudson United as of December
31, 1998 and 1997 and for each of the years in the three - year period ended
December 31, 1998 have been incorporated by reference in this
proxy-statement-prospectus and this supplement and have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in accounting and auditing in giving said reports.
The consolidated financial statements of JeffBanks as of December 31,
1998 and 1997 and for each of the three years in the period ended December 31,
1998, included as exhibits 99.4, 99.5 and 99.6 to Hudson United's Current Report
on Form 8-K filed October 4, 1999, and thereby incorporated by reference in the
proxy statement-prospectus and this supplement, have been audited by Grant
Thornton LLP, independent certified public accountants, whose report thereon
appears therein, and in reliance upon such report of Grant Thornton given upon
the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Southern Jersey as of
December 31, 1998 and 1997 and for each of the years in the three-year period
ended December 31, 1998, included as exhibit 99.7 to Hudson United's Current
Report on Form 8-K filed October 4, 1999, and thereby incorporated by reference
in the proxy statement-prospectus, this supplement and elsewhere in the
registration statement, have been audited by Athey & Company, independent
public accountants, and Belfint, Lyons & Shuman, P.A., as indicated in their
reports with respect thereto, and are included in the proxy
statement-prospectus, this supplement and the registration statement in
reliance upon the authority of such firms as experts in accounting and auditing
in giving said reports.
The consolidated financial statements of Dime and its subsidiaries as
of December 31, 1998 and 1997, and for each of the years in the three-year
period ended December 31, 1998, included in Dime's 1998 Annual Report on Form
10-K and reproduced as exhibit 99.1 to Hudson United's Current Report on Form
8-K filed October 5, 1999 have been incorporated by reference herein and in the
registration statement and this supplement in reliance upon the report of KPMG,
LLP, independent certified public accountants, included in Dime's 1998 Annual
Report on Form 10-K and incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
26
<PAGE> 31
APPENDIX A
FIRST CAPITAL GROUP, L.L.C.
INVESTMENT BANKERS & FINANCIAL ADVISORS
October __, 1999
Board of Directors
Southern Jersey Bancorp of Delaware, Inc.
53 South Laurel Street
Bridgeton, New Jersey 08302
Members of the Board:
You have requested an update to our opinion dated July 8, 1999, and updated as
of the date of the Proxy Statement Prospectus, as to the fairness, from a
financial point of view, to the holders of the outstanding shares of common
stock of Southern Jersey Bancorp of Delaware, Inc. ("Southern Jersey"), of the
consideration (the "Merger Consideration") to be received by such holders
pursuant to the Agreement and Plan of Merger dated as of June 28, 1999 (the
"Merger Agreement"), incorporated by reference therein, which provides for the
merger (the "Merger") of Southern Jersey with and into Hudson United Bancorp,
Inc. ("Hudson United") (the "Southern Jersey Merger"). Pursuant to Section 2.1
of the Merger Agreement, subject to certain conditions, each shareholder of the
outstanding common stock of Southern Jersey (the "Southern Jersey Common Stock")
has a right to receive 1.26 shares of the common stock of Hudson United (the
"Hudson United Common Stock") for each share of Southern Jersey Common Stock
tendered (the "Merger Consideration"). The terms and guidelines of the
transaction are more fully set forth in the Merger Agreement.
In addition to the above-referenced Southern Jersey Merger, Hudson United has
entered into two separate definitive agreements whereby (i) JeffBanks, Inc.
would be merged with and into Hudson United and Jefferson Bank and Jefferson
Bank of New Jersey would be merged with and into Hudson United Bank (the
"JeffBanks Merger") and (ii) Hudson United would enter into a "Merger of Equals"
transaction with Dime Bancorp, Inc. (the "Dime Merger"). The parties to the
respective mergers currently contemplate that upon completion of the Southern
Jersey Merger and the JeffBanks Merger, subject to certain conditions set forth
in the Dime Merger Agreement, that Hudson United would be merged with and into
Dime, with Dime becoming a bank holding company operating under the name Dime
United Bancorp, Inc. and Dime's subsidiary thrift institution would merge with
and into Hudson United Bank and operate thereafter under the name DimeBank.
Upon completion of the Dime Merger, each share of Hudson United Common
Stock would be converted into one share of Dime United Common Stock and each
share of Dime Common Stock would be combined into 0.585 shares of Dime United
Common Stock.
In connection with our updated opinion, as a supplement to (but not in place of)
our original analysis, First Capital reviewed or in some cases further reviewed
(i) the publicly available consolidated financial statements of Dime for recent
years and interim periods to date; (ii) certain other relevant financial and
operating data of Dime and Hudson United, respectively, made available to us
from published sources and the internal records of Hudson United; (iii) recent
publicly available filings of Hudson United filed with respect to the proposed
Hudson United - Dime merger, including copies of the Agreement and Plan of
Merger between Hudson United and Dime dated September 15, 1999; Stock Option
Agreement
A-1
<PAGE> 32
between Dime and Hudson United dated September 16, 1999; Stock Option Agreement
between Hudson United and Dime dated September 16, 1999; certain press releases;
and the Investor Presentation Materials dated September 1999; (iv) the publicly
available consolidated financial statements of JeffBanks for recent years and
interim periods to date; (v) certain other relevant financial and operating data
of JeffBanks made available to us from published sources and the internal
records of Hudson United; (vi) recent publicly available filings of Hudson
United filed with respect to the proposed Hudson United - JeffBanks merger,
including copies of the Agreement and Plan of Merger between Hudson United and
JeffBanks dated June 28, 1999; Stock Option Agreement between Hudson United and
JeffBanks dated June 28, 1999; and certain press releases; (vii) recent publicly
available consolidated financial statements of Southern Jersey; (viii) certain
published bank stock indexes and reported prices and trading activity for the
common shares of Hudson United, Dime, JeffBanks and Southern Jersey; (ix)
certain analyst reports; (x) recent developments of Hudson United and Southern
Jersey; (xi) certain pro forma financial information reflecting the combination
of Hudson United, Dime, JeffBanks and Southern Jersey; and (xii) such other
information as First Capital deemed appropriate. In addition to reviewing this
material, First Capital discussed with certain members of management of Hudson
United and Southern Jersey, respectively, the business, financial condition and
prospects of Hudson United and Southern Jersey and performed such other analyses
and examinations and considered such other information, financial studies,
analysis and investigations and financial, economic and market data as First
Capital deemed appropriate.
We have assumed and relied upon, without independent verification, the accuracy
and completeness of the information reviewed by us for the purposes of this
opinion. We have not made an independent evaluation of the assets or liabilities
of Southern Jersey, nor have we been furnished with any such appraisals. With
respect to financial forecasts, we have assumed that they have been reasonably
prepared and reflect the best currently available estimates and judgments or
management of Southern Jersey as to the future financial performance of Southern
Jersey. We have assumed such forecasts and projections will be realized in the
amounts and at the times contemplated thereby. With respect to Hudson United, we
relied upon publicly available data and also on our discussions with management
of Hudson United regarding Hudson United's financial condition, performance and
prospects. With respect to Dime and JeffBanks, we relied solely upon publicly
available data and did not conduct discussions with management of Dime or
JeffBanks regarding Dime's or JeffBanks respective financial condition,
performance and prospects. We did not conduct any independent evaluation or
appraisal of the assets, liabilities or business prospects of Hudson United,
Dime or JeffBanks, we were not furnished with any evaluations or appraisals, and
we did not review any individual credit files of Hudson United, Dime or
JeffBanks. We are not experts in the evaluation of loan portfolios for the
purpose of assessing the adequacy of the allowance for losses with respect
thereto and have assumed that such allowances for each of the companies are in
the aggregate, adequate to cover such losses.
Our opinion is necessarily based on economic, market and other conditions as in
effect on, and the information made available to us as of, the date hereof.
Events occurring after the date hereof could materially affect the assumptions
used in preparing this opinion. Our opinion is also meant to serve as an update
to the opinion dated July 8, 1999, a copy of which is contained in the proxy
statement prospectus, and as such should be read in conjunction with the opinion
dated July 8, 1999.
Our opinion is limited to the fairness, from a financial point of view, to the
holders of Southern Jersey Common Stock of the Merger Consideration to be
received by the holders of the Southern Jersey Common Stock as stated in the
Merger Agreement and does not address Southern Jersey's underlying business
decision to undertake the Southern Jersey Merger. Moreover, this letter, and the
opinion expressed herein, does not constitute a recommendation to any
shareholder as to any approval of the Southern Jersey Merger or the Merger
Agreement. It is understood that this letter is for the information
A-2
<PAGE> 33
of the Board of Directors of Southern Jersey and may not be used for any other
purpose without our prior written consent, except that this opinion may be
included in its entirety in any filing made by Southern Jersey with the
Securities and Exchange Commission with respect to the Merger.
Based on the foregoing and such other matters we have deemed relevant, we are of
the opinion, as of the date hereof, that the Merger Consideration is fair, from
a financial point of view, to the holders of Southern Jersey Common Stock. We
express no opinion, however, as to the adequacy of any consideration
subsequently received in the proposed Dime Merger by a Southern Jersey
Shareholder who through the effect of the Southern Jersey Merger subsequently
becomes a Hudson United Shareholder.
Respectfully submitted,
FIRST CAPITAL GROUP, L.L.C.
A-3
<PAGE> 34
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(i) 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 provision
shall not relieve a director or officer from liability for any breach of duty
based upon an act 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. Hudson United's Certificate of Incorporation includes
limitations on the liability of officers and directors to the fullest extent
permitted by New Jersey law.
(ii) INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.
Under Article X of its Certificate of Incorporation, Hudson United 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.
(iii) INSURANCE. Hudson United's directors and officers are insured
against losses arising from any claim against them such as wrongful acts or
omissions, subject to certain limitations.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
A. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
2(a) Agreement and Plan of Merger, dated as of June 28, 1999, by and among Hudson United Bancorp ("HUB"), Hudson United Bank,
Southern Jersey Bancorp of Delaware, Inc. ("SOJB") and Farmers and Merchants National Bank.*
2(b) Stock Option Agreement, dated as of June 28, 1999, by and between HUB and SOJB.*
2(c) Agreement and Plan of Merger dated as of September 15, 1999 between HUB and Dime Bancorp, Inc.
("DIME").**
2(d) Stock Option Agreement, dated as of September 16, 1999 between Dime and HUB.**
2(e) Stock Option Agreement, dated as of September 16, 1999 between HUB and Dime.**
5 Opinion of Pitney, Hardin, Kipp & Szuch as to the legality of the securities to be registered.*
8 Opinion of Pitney, Hardin, Kipp & Szuch as to certain tax consequences of the Merger.*
23(a) Consent of Athey & Company.
</TABLE>
<PAGE> 35
<TABLE>
<CAPTION>
<S> <C>
23(b) Consent of Belfint, Lyons & Schuman, P.A.
23(c) Consent of Arthur Andersen LLP.
23(d) Consent of Grant Thornton LLP.
23(e) Consent of KPMG LLP.
23(f) Consent of First Capital Group, LLC.
23(g) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibits 5 and 8 hereto).*
24 Power of Attorney
99(a) Form of revised Proxy Card.
</TABLE>
- -------------------------
* Previously filed.
** Incorporated by reference to HUB's Current Report on Form 8-K filed
September 24, 1999.
B. Report, Opinion or Appraisals
Form of Fairness Opinion of First Capital Group, LLC is attached as
Appendix A to the Proxy-Statement Prospectus supplement.
ITEM 22. UNDERTAKINGS
1. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
2. The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
3. The registrant undertakes that every prospectus (i) that is filed pursuant
to paragraph 2 immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a) (3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act, 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.
4. Insofar as indemnification for liabilities arising under the Securities Act
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
II-2
<PAGE> 36
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 Securities
Act and will be governed by the final adjudication of such issue.
5. The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
6. Subject to appropriate interpretation, the undersigned registrant hereby
undertakes to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
7. 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective 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.
8. 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 the time shall be deemed to be the initial bona
fide offering thereof.
9. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
II-3
<PAGE> 37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 5th day of October, 1999.
HUDSON UNITED BANCORP
By:/s/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
/s/Kenneth T. Neilson (Principal Executive Officer) October 5, 1999
- -------------------------------------------
(Kenneth T. Neilson)
*
___________________________________________ Director October 5, 1999
(Robert J. Burke)
*
___________________________________________ Director October 5, 1999
(Donald P. Calcagnini)
/s/Joan David Director October 5, 1999
- -------------------------------------------
(Joan David)
*
___________________________________________ Director October 5, 1999
(Noel deCordova, Jr.)
/s/Thomas R. Farley Director October 5, 1999
- -------------------------------------------
(Thomas R. Farley)
___________________________________________ Director October _ , 1999
(Bryant D. Malcolm)
</TABLE>
II-4
<PAGE> 38
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
___________________________________________ Director October 5, 1999
(W. Peter McBride)
*
___________________________________________ Director October 5, 1999
(Charles F.X. Poggi)
/s/David A. Rosow Director October 5, 1999
- -------------------------------------------
(David A. Rosow)
*
___________________________________________ Director October 5, 1999
(James E. Schierloh)
/s/Sister Grace Frances Strauber Director October 5, 1999
- -------------------------------------------
(Sister Grace Frances Strauber)
*
___________________________________________ Director October 5, 1999
(John H. Tatigian, Jr.)
Executive Vice President and
/s/Joseph F. Hurley Chief Financial Offer October 5, 1999
- -------------------------------------------
(Joseph F. Hurley)
/s/Richard Alban Controller October 5, 1999
- -------------------------------------------
(Richard Alban)
</TABLE>
* By:/s/Kenneth T. Neilson
---------------------------------------
Kenneth T. Neilson
Attorney-in-Fact
II-5
<PAGE> 39
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
2(a) Agreement and Plan of Merger, dated as of June 28, 1999, by and among Hudson United Bancorp ("HUB"), Hudson United Bank,
Southern Jersey Bancorp of Delaware, Inc. ("SOJB") and Farmers and Merchants National Bank.*
2(b) Stock Option Agreement, dated as of June 28, 1999, by and between HUB and SOJB.*
2(c) Agreement and Plan of Merger dated as of September 15, 1999 between HUB and Dime Bancorp, Inc.
("DIME").**
2(d) Stock Option Agreement, dated as of September 16, 1999 between Dime and HUB.**
2(e) Stock Option Agreement, dated as of September 16, 1999 between HUB and Dime.**
5 Opinion of Pitney, Hardin, Kipp & Szuch as to the legality of the securities to be registered.*
8 Opinion of Pitney, Hardin, Kipp & Szuch as to certain tax consequences of the Merger.*
23(a) Consent of Athey & Company.
23(b) Consent of Belfint, Lyons & Schuman, P.A.
23(c) Consent of Arthur Andersen LLP.
23(d) Consent of Grant Thornton LLP.
23(e) Consent of KPMG LLP.
23(f) Consent of First Capital Group, LLC.
23(g) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibits 5 and 8 hereto).*
24 Power of Attorney
99(a) Form of revised Proxy Card.
</TABLE>
- -------------------------
* Previously filed.
** Incorporated by reference to HUB's Current Report on Form 8-K filed
September 24, 1999.
<PAGE> 1
EXHIBIT 23(a)
INDEPENDENT ACCOUNTANT'S CONSENT
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment to the Registration
Statement of Hudson United Bancorp on Form S-4 (Registration No. 333-84893) of
our report dated January 22, 1999 included in southern Jersey Bancorp of
Delaware, Inc.'s Annual Report on Form 10-K and to all references to our firm
included in this Post-Effective Amendment.
ATHEY & COMPANY
Bridgeton, New Jersey
September 30, 1999
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Post-Effective Amendment to the Registration
Statement of Hudson United Bancorp on Form S-4 (Registration No. 333-84893) of
our report dated March 3, 1999 included in Southern Jersey Bancorp of Delaware,
Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998 and to
all references to our law Firm included in this Post-Effective Amendment.
BELFINT, LYONS & SHUMAN, P.A.
-----------------------------
BELFINT, LYONS & SHUMAN, P.A.
Wilmington, Delaware
October 1, 1999
<PAGE> 1
EXHIBIT 23(c)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement Post-Effective
Amendment No. 1 on Form S-4 (Registration Number 333-84893)of our report dated
January 12, 1999 included in Hudson United Bancorp'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
September 30, 1999
<PAGE> 1
EXHIBIT 23(d)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We have issued our report dated January 19, 1999 accompanying the consolidated
financial statements of JeffBanks, inc. and subsidiaries appearing in the 1998
Annual Report of the Company to its shareholders included in the Annual Report
on Form 10-K for the year ended December 31, 1998 which is incorporated by
reference in this Post-Effective Amendment No. 1 of the Registration Statement
(File No. 333-84893) and Joint Proxy Statement-Prospectus. We consent to the
incorporation by reference in this Registration Statement and Joint Proxy
Statement-Prospectus of the aforementioned report and to the use of our name, as
it appears under the caption "Experts."
GRANT THORNTON LLP
Philadelphia, Pennsylvania
October 1, 1999
<PAGE> 1
EXHIBIT 23(e)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Dime Bancorp, Inc.:
We consent to the use of our report dated January 21, 1999, incorporated by
reference in Post-Effective Amendment No. 1 to the Registration Statement on
Form S-4 (Registration Number 333-84893) of Hudson United Bancorp, relating to
our audit of the consolidated statements of financial condition of Dime
Bancorp, Inc. and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of income, changes in stockholders' equity,
cash flows and comprehensive income for each of the years in the three-year
period ended December 31, 1998 which report appears in the 8-K of Hudson United
Bancorp dated October 5, 1999, and to the reference to our Firm under the
heading "Experts" in the Registration Statement
KPMG LLP
New York, New York
October 4, 1999
<PAGE> 1
EXHIBIT 24
HUDSON UNITED BANCORP
POWER OF ATTORNEY
FORM S-4
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-4 of Hudson United
Bancorp (SEC File No. 333-84893) 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) August 9, 1999
- -----------------------------
(Kenneth T. Neilson)
ROBERT J. BURKE Director August 9, 1999
- -----------------------------
(Robert J. Burke)
DONALD P. CALCAGNINI Director August 9, 1999
- -----------------------------
(Donald P. Calcagnini)
- ----------------------------- Director August __, 1999
(Joan David)
NOEL deCORDOVA, JR. Director August 9, 1999
- -----------------------------
(Noel deCordova, Jr.)
- ----------------------------- Director August ___, 1999
(Thomas R. Farley)
- ----------------------------- Director August ___, 1999
(Bryant D. Malcolm)
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
<S> <C> <C>
W. PETER McBRIDE Director August 9, 1999
- -----------------------------
(W. Peter McBride)
CHARLES F.X. POGGI Director August 9, 1999
- -----------------------------
(Charles F.X. Poggi)
Director August ___ 1999
- -----------------------------
(David A. Rosow)
JAMES E. SCHIERLOH Director August 9, 1999
- -----------------------------
(James E. Schierloh)
- ----------------------------- Director August ___, 1999
(Sister Grace Frances Strauber)
JOHN H. TATIGIAN, JR. Director August 9, 1999
- -----------------------------
(John H. Tatigian, Jr.)
Executive Vice President and
JOSEPH F. HURLEY Chief Financial Offer August 9, 1999
- -----------------------------
(Joseph F. Hurley)
RICHARD ALBAN Controller August 9, 1999
- -----------------------------
(Richard Alban)
</TABLE>
<PAGE> 1
EXHIBIT 99(a)
SOUTHERN JERSEY BANCORP OF DELAWARE, INC.
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS
RECONVENED ON ______________, NOVEMBER ___, 1999
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Ralph A. Cocove, Sr. and Julie A.
Hassler-Defrehn and each of them, as Proxy, each with full power of
substitution, to vote all of the stock SOUTHERN JERSEY BANCORP OF DELAWARE,
INC. standing in the undersigned's name at the reconvened Special Meeting of
Shareholders of SOUTHERN JERSEY BANCORP OF DELAWARE, INC., to be held at 164
West Broad Street, Bridgeton, New Jersey 08302, on __________, November ___,
1999 at _____ _.m., and at any adjournment thereof. The undersigned hereby
revokes any and all proxies heretofore given with respect to such meeting.
This proxy will be voted as specified below. IF NO CHOICE IS SPECIFIED,
THE PROXY WILL BE VOTED FOR THE MERGER OF SOUTHERN JERSEY BANCORP OF DELAWARE,
INC. WITH AND INTO HUDSON UNITED BANCORP.
Shares, if any, held for your account by the trustee for the dividend
reinvestment plan will be voted in the same manner as you vote the shares in
your name individually.
(see reverse side)
<PAGE> 2
1. MERGER OF SOUTHERN JERSEY BANCORP OF DELAWARE, INC. WITH AND INTO HUDSON
UNITED BANCORP
/ / FOR the merger.
/ / AGAINST the merger:
/ / WITHHOLD AUTHORITY to vote for the merger
2. In their discretion, upon such other matters as may properly come before the
meeting.
Dated: ________________, 1999
___________________________
Signature
___________________________
Printed Name
___________________________
Signature
___________________________
Printed Name
(Please sign exactly as your name appears. When signing as
an executor, administrator, guardian, trustee or attorney,
please give your title as such. If signer is a corporation,
please sign the full corporate name and then an authorized
officer should sign his name and print his name and title
below his signature. If the shares are held in joint name,
all joint owners should sign.)
PLEASE DATE, SIGN AND
RETURN PROMPTLY
