================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ___________________
Commission File Number 0-010699
HUDSON UNITED BANCORP
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
New Jersey 22-2405746
------------------------------- ---------------------------------------
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
1000 MacArthur Blvd, Mahwah, NJ 07430
--------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
(201)-236-2600
--------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Not Applicable
--------------
FORMER NAME, FORMER ADDRESS, AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each, of the issuer's classes of
common stock, as of the last practicable date: 48,395,916 shares, no par value,
outstanding as of November 10, 2000.
================================================================================
<PAGE>
HUDSON UNITED BANCORP
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheets
At September 30, 2000 and December 31, 1999...................................................... 2
Consolidated Statements of Income
For the three-months and nine-months ended
September 30, 2000 and 1999...................................................................... 3-4
Consolidated Statements of Comprehensive Income
For the three-months and nine-months ended
September 30, 2000 and 1999...................................................................... 5
Consolidated Statements of Changes in Stockholders' Equity
For the nine-months ended
September 30, 2000 and for the Year ended December 31, 1999...................................... 6
Consolidated Statements of Cash Flows
For the nine-months ended
September 30, 2000 and 1999...................................................................... 7
Notes to Consolidated Financial Statements....................................................... 8-13
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.................................................... 14-19
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.............................................. 20
Item 6. Exhibits and Reports on Form 8-K................................................................. 21
Signatures....................................................................................... 22
FINANCIAL DATA SCHEDULE ........................................................................................
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
HUDSON UNITED BANCORP
-----------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS (Unaudited)
September 30, December 31,
(in thousands, except share data) 2000 1999
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 264,740 $ 277,558
Federal funds sold and other 24,363 -
----------------- -----------------
TOTAL CASH AND CASH EQUIVALENTS 289,103 277,558
Investment securities available for sale, at market value 426,064 2,804,302
Investment securities held to maturity, at cost (market value of $512,494 and
$541,240 for 2000 and 1999, respectively) 531,349 562,224
Assets held for sale -- 9,073
Loans:
Residential mortgages 1,484,557 1,639,578
Commercial real estate mortgages 938,534 1,024,844
Commercial and financial 1,851,685 1,766,248
Consumer credit 910,570 1,029,975
Credit card 160,023 209,863
----------------- -----------------
TOTAL LOANS 5,345,369 5,670,508
Less: Allowance for possible loan losses (96,667) (98,749)
----------------- -----------------
NET LOANS 5,248,702 5,571,759
Premises and equipment, net 128,177 129,720
Other real estate owned 4,021 3,948
Intangibles, net of amortization 104,650 115,841
Other assets 176,178 211,861
----------------- -----------------
TOTAL ASSETS $6,908,244 $9,686,286
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest bearing $1,107,872 $1,231,478
Interest bearing 4,601,239 5,223,867
----------------- -----------------
TOTAL DEPOSITS 5,709,111 6,455,345
Borrowings 468,674 2,383,666
Other liabilities 15,583 70,809
----------------- -----------------
6,193,368 8,909,820
Subordinated debt 123,000 132,000
Company-obligated mandatorily redeemable preferred capital securities of three
subsidiary trusts holding solely junior subordinated debentures of the Company 125,300 125,300
----------------- -----------------
TOTAL LIABILITIES 6,441,668 9,167,120
Stockholders' Equity:
Common stock, no par value; authorized 103,000,000 shares; 57,388,953 shares
issued and 53,320,369 shares outstanding in 2000 and 57,408,783 shares
issued and 57,085,883 shares outstanding in 1999 92,762 92,794
Additional paid-in capital 321,544 326,673
Retained earnings 156,875 152,591
Treasury stock, at cost, 4,068,584 shares in 2000 and 322,899 shares in 1999 (88,436) (8,438)
Employee stock awards and unallocated shares held in ESOP, at cost (6,894) (3,549)
Accumulated other comprehensive loss (9,275) (40,905)
----------------- -----------------
TOTAL STOCKHOLDERS' EQUITY 466,576 519,166
----------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $6,908,244 $9,686,286
================= =================
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
HUDSON UNITED BANCORP
-------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
For the Three-Months Ended September 30,
(in thousands, except share data) 2000 1999
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
INTEREST AND FEE INCOME:
Loans $116,886 $108,029
Investment securities 21,996 54,847
Other 187 1,721
---------------- ---------------
TOTAL INTEREST AND FEE INCOME 139,069 164,597
---------------- ---------------
INTEREST EXPENSE:
Deposits 43,487 47,881
Borrowings 14,442 23,322
Subordinated and other debt 5,326 5,469
---------------- ---------------
TOTAL INTEREST EXPENSE 63,255 76,672
---------------- ---------------
NET INTEREST INCOME 75,814 87,925
PROVISION FOR POSSIBLE LOAN LOSSES 6,000 5,245
---------------- ---------------
NET INTEREST INCOME AFTER PROVISION
FOR POSSIBLE LOAN LOSSES 69,814 82,680
---------------- ---------------
NONINTEREST INCOME:
Trust income 1,078 1,144
Service charges on deposit accounts 7,597 6,844
Securities gains -- 848
Gain on assets held for sale 1,498 --
Credit card fee income 5,337 5,908
Other income 10,171 9,202
---------------- ---------------
TOTAL NONINTEREST INCOME 25,681 23,946
---------------- ---------------
NONINTEREST EXPENSE:
Salaries 17,043 20,178
Pension and other employee benefits 7,415 6,134
Occupancy expense 6,782 6,477
Equipment expense 4,778 3,857
Deposit and other insurance 589 739
Outside services 10,427 12,045
Amortization of intangibles 3,882 3,795
Other expense 7,774 8,100
---------------- ---------------
TOTAL NONINTEREST EXPENSE 58,690 61,325
---------------- ---------------
INCOME BEFORE INCOME TAXES 36,805 45,301
PROVISION FOR INCOME TAXES 12,330 16,152
---------------- ---------------
NET INCOME $ 24,475 $ 29,149
================ ===============
EARNINGS PER SHARE:
Basic $ 0.46 $ 0.51
Diluted $ 0.45 $ 0.50
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 53,600 57,136
Diluted 54,008 58,258
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
HUDSON UNITED BANCORP
-------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
For the Nine-Months Ended September 30,
(in thousands, except share data) 2000 1999
-------------------------------------------------------------------------------------------------------
<S> <C> <C>
INTEREST AND FEE INCOME:
Loans $358,156 $313,116
Investment securities 120,296 156,229
Other 599 4,575
---------------- ---------------
TOTAL INTEREST AND FEE INCOME 479,051 473,920
---------------- ---------------
INTEREST EXPENSE:
Deposits 127,815 143,715
Borrowings 87,100 58,142
Subordinated and other debt 15,970 16,406
---------------- ---------------
TOTAL INTEREST EXPENSE 230,885 218,263
---------------- ---------------
NET INTEREST INCOME 248,166 255,657
PROVISION FOR POSSIBLE LOAN LOSSES 18,000 14,290
---------------- ---------------
NET INTEREST INCOME AFTER PROVISION
FOR POSSIBLE LOAN LOSSES 230,166 241,367
---------------- ---------------
NONINTEREST INCOME:
Trust income 2,847 3,435
Service charges on deposit accounts 21,466 20,175
Securities gains 2,758 4,096
Loss on assets held for sale (62,121) -
Credit card fee income 16,599 15,089
Other income 27,100 26,029
---------------- ---------------
TOTAL NONINTEREST INCOME 8,649 68,824
---------------- ---------------
NONINTEREST EXPENSE:
Salaries 52,926 61,778
Pension and other employee benefits 18,235 14,634
Occupancy expense 19,152 18,458
Equipment expense 15,374 10,934
Deposit and other insurance 1,916 1,857
Outside services 30,646 34,162
Amortization of intangibles 11,647 11,070
Other expense 22,827 25,155
---------------- ---------------
TOTAL NONINTEREST EXPENSE 172,723 178,048
---------------- ---------------
INCOME BEFORE INCOME TAXES 66,092 132,143
PROVISION FOR INCOME TAXES 24,311 45,254
---------------- ---------------
NET INCOME $ 41,781 $ 86,889
================ ===============
EARNINGS PER SHARE:
Basic $ 0.75 $ 1.50
Diluted $ 0.75 $ 1.48
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 55,465 57,742
Diluted 55,842 58,887
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
HUDSON UNITED BANCORP
---------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
THREE MONTHS ENDED
-------------------------------------
September 30
-------------------------------------
(In thousands) 2000 1999
---------------------------------------------------------------------------------------------------------
<S> <C> <C>
NET INCOME $24,475 $ 29,149
============== ==============
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized holding losses arising during period $ (249) $ (8,775)
Less: reclassification adjustment for gains
included in net income (996) (551)
-------------- --------------
Other comprehensive loss (1,245) (9,326)
-------------- --------------
COMPREHENSIVE INCOME $23,230 $ 19,823
============== ==============
NINE MONTHS ENDED
-------------------------------------
September 30
-------------------------------------
(In thousands) 2000 1999
---------------------------------------------------------------------------------------------------------
NET INCOME $41,781 $ 86,889
============== ==============
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized holding losses arising during period $(6,892) $(43,732)
Less: reclassification adjustment for losses (gains)
included in net income 38,522 (2,662)
-------------- --------------
Other comprehensive income (loss) 31,630 (46,394)
-------------- --------------
COMPREHENSIVE INCOME $73,411 $ 40,495
============== ==============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
HUDSON UNITED BANCORP
--------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
(in thousands, except shares)
Convertible
Preferred Stock Common Stock Additional
----------------- ---------------------- Paid-in- Retained Treasury
Shares Amount Shares Amount Capital Earnings Stock
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1998 500 $ 50 52,570,448 $93,470 $360,621 $165,269 $ (9,819)
--------------------------------------------------------------------------------------------------------------------------
Net income -- -- -- -- -- 69,338 --
Cash dividends-common -- -- -- (45,257) --
3% Stock dividend -- -- 159,131 283 2,890 (36,759) 33,586
Shares issued for:
Stock options exercised -- -- 590,164 1,050 (7,868) -- 24,986
Warrants exercised -- -- -- -- (182) -- 236
Dividend reinvestment and
stock reinvestment plan -- -- 11,742 21 276 -- --
Preferred stock conversion (500) (50) -- -- (478) -- 528
Cash in lieu of fractional shares -- -- -- -- (22) -- --
Other transactions -- -- (2,106) (4) 4 -- --
Purchase of treasury stock -- -- -- -- -- -- (121,367)
LFB acquisition -- -- -- -- -- -- 26,563
Issuance and retirement of -- -- (1,139,576) (2,026) (32,853) -- 34,879
treasury stock
Effect of compensation plans -- -- -- -- 4,285 -- 1,970
Other comprehensive loss -- -- -- -- -- -- --
--------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999 -- -- 52,189,803 92,794 326,673 152,591 (8,438)
--------------------------------------------------------------------------------------------------------------------------
Net income -- -- -- -- -- 41,781 --
Cash dividends-common -- -- -- -- -- (37,497) --
Shares issued for stock options
exercised -- -- -- -- (4,336) -- 8,426
Cash in lieu of fractional shares -- -- -- -- (172) -- --
Other transactions -- -- (18,027) (32) 67 -- (35)
Purchase of treasury stock -- -- -- -- -- -- (93,486)
Effect of compensation plans -- -- -- -- (688) -- 5,097
Other comprehensive income -- -- -- -- -- -- --
--------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 2000 -- $-- 52,171,776 $92,762 $321,544 $156,875 $(88,436)
--------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Employee
Stock
Awards and
Unallocated Accumulated
Shares Held Other
in ESOP, at Comprehensive
Cost Income (Loss) Total
-----------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at December 31, 1998 $(2,368) $ 12,702 $ 619,925
-----------------------------------------------------------------------------------
Net income -- -- 69,338
Cash dividends-common -- -- (45,257)
3% Stock dividend -- -- --
Shares issued for:
Stock options exercised -- -- 18,168
Warrants exercised -- -- 54
Dividend reinvestment and
stock reinvestment plan -- -- 297
Preferred stock conversion -- -- --
Cash in lieu of fractional shares -- -- (22)
Other transactions -- -- --
Purchase of treasury stock -- -- (121,367)
LFB acquisition -- -- 26,563
Issuance and retirement of
treasury stock -- -- --
Effect of compensation plans (1,181) -- 5,074
Other comprehensive loss -- (53,607) (53,607)
-----------------------------------------------------------------------------------
Balance at December 31, 1999 (3,549) (40,905) 519,166
-----------------------------------------------------------------------------------
Net income -- -- 41,781
Cash dividends-common -- -- (37,497)
Shares issued for stock options
exercised -- -- 4,090
Cash in lieu of fractional shares -- -- (172)
Other transactions -- -- --
Purchase of treasury stock -- -- (93,486)
Effect of compensation plans (3,345) -- 1,064
Other comprehensive income -- 31,630 31,630
-----------------------------------------------------------------------------------
Balance at September 30, 2000 $(6,894) $ (9,275) $ 466,576
-----------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
<TABLE>
<CAPTION>
HUDSON UNITED BANCORP
---------------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands) Nine Months Ended
September 30,
--------------------------------------
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 41,781 $ 86,889
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for possible loan losses 18,000 14,290
Provision for depreciation and amortization 24,659 21,454
Amortization of security premiums, net 372 709
Securities gains (2,758) (4,096)
Loss on assets held for sale 62,121 --
Gain on sales of premises and equipment (79) (891)
Gain on sale of loans (3,431) (4,948)
Loans originated for sale (22,487) (143,832)
Loans sold 31,560 134,297
Net change in assets held for sale -- 14,147
Decrease in other assets 16,400 10,796
Decrease in other liabilities (55,398) (34,208)
---------------- -----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 110,740 94,607
---------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investment securities:
Available for sale 2,044,383 244,073
Proceeds from repayments and maturities of investment securities:
Available for sale 325,311 795,981
Held to maturity 63,511 95,662
Purchase of investment securities:
Available for sale (972) (1,389,484)
Held to maturity (32,798) (75,061)
Net cash acquired through acquisitions -- 132,210
Net decrease (increase) in loans other than purchases and sales 270,054 (105,605)
Proceeds from sales of loans 38,434 87,172
Purchase of loans -- (114,273)
Proceeds from sales of premises and equipment 9,382 7,928
Purchases of premises and equipment (19,308) (16,770)
(Increase) decrease in other real estate (73) 2,321
---------------- -----------------
NET CASH PROVIDED BY (USED IN) IN INVESTING ACTIVITIES 2,697,924 (335,846)
---------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in demand deposits, NOW accounts, and savings accounts (269,356) (358,240)
Net decrease in certificates of deposit (476,878) (211,916)
Net (decrease) increase in borrowed funds (1,914,992) 995,850
Reduction in ESOP loan -- 2,091
Payment of subordinated debt securities (9,000) --
Proceeds from issuance of common stock 4,090 13,851
Cash dividends (37,497) (33,877)
Acquisition of treasury stock (93,486) (106,531)
---------------- -----------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (2,797,119) 301,228
---------------- -----------------
INCREASE IN CASH AND CASH EQUIVALENTS 11,545 59,989
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 277,558 379,279
---------------- -----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 289,103 $ 439,268
================ =================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for-
Interest 243,739 218,955
Income Taxes 20,278 43,630
================ =================
</TABLE>
See notes to consolidated financial statements.
7
<PAGE>
HUDSON UNITED BANCORP
--------------------------------------------------------------------------------
HUDSON UNITED BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A -- BASIS OF PRESENTATION
The accompanying financial statements of Hudson United Bancorp and Subsidiaries
("Hudson United", "the Company") include the accounts of the parent company,
Hudson United Bancorp, and its wholly-owned subsidiaries: Hudson United Bank,
HUBCO Capital Trust I, HUBCO Capital Trust II, and JBI Capital Trust I. All
material intercompany balances and transactions have been eliminated in
consolidation. These unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, the information presented
includes all adjustments, consisting of normal recurring accruals, considered
necessary for a fair presentation, in all material respects, of the interim
period results. The results of operations for periods of less than one year are
not necessarily indicative of results for the full year. The consolidated
financial statements should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended December 31, 1999, as amended on
March 31, 2000 and July 20, 2000.
8
<PAGE>
NOTE B -- EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding during the period. Diluted earnings
per share is computed by dividing net income by the weighted average number of
common shares plus the number of shares issuable upon conversion of preferred
stock (when outstanding) and the incremental number of shares issuable from the
exercise of stock options and stock warrants, calculated using the treasury
stock method. All per share amounts have been retroactively restated to reflect
all stock splits and stock dividends, including the 10% stock dividend payable
December 1, 2000.
A reconciliation of weighted average common shares outstanding to weighted
average shares outstanding assuming dilution follows (in thousands, except per
share data):
<TABLE>
<CAPTION>
Three Months Ended September 30,
-----------------------------------------------------------------------------------------------------------------
2000 1999
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BASIC EARNINGS PER SHARE
Net Income $24,475 $29,149
Weighted Average Common Shares Outstanding 53,600 57,136
Basic Earnings Per Share $ 0.46 $ 0.51
====================== ================
DILUTED EARNINGS PER SHARE
Net Income $24,475 $29,149
Weighted Average Common Shares Outstanding 53,600 57,136
Effect Of Dilutive Securities:
Stock Options 408 1,122
---------------------- ----------------
Weighted Average Common Shares Outstanding Assuming Dilution 54,008 58,258
Diluted Earnings Per Share $ 0.45 $ 0.50
====================== ================
<CAPTION>
Nine Months Ended September 30,
-----------------------------------------------------------------------------------------------------------------
2000 1999
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Basic Earnings Per Share
Net Income $41,781 $86,889
Weighted Average Common Shares Outstanding 55,465 57,742
Basic Earnings Per Share $ 0.75 $ 1.50
====================== ================
Diluted Earnings Per Share
Net Income $41,781 $86,889
Weighted Average Common Shares Outstanding 55,465 57,742
Effect Of Dilutive Securities:
Convertible Preferred Stock -- 1
Warrants -- 2
Stock Options 377 1,142
---------------------- ----------------
Weighted Average Common Shares Outstanding Assuming Dilution 55,842 58,887
Diluted Earnings Per Share $ 0.75 $ 1.48
====================== ================
</TABLE>
9
<PAGE>
NOTE C -- ACQUISITIONS
There were no acquisitions announced or completed in the first nine months of
2000.
On November 30, 1999, the Company acquired all the outstanding shares of
JeffBanks, Inc., based in Philadelphia, Pennsylvania. At the time of the
acquisition, Jeffbanks, Inc. had total assets of $1.8 billion.
On December 1, 1999, the Company acquired all the outstanding shares of Southern
Jersey Bancorp based in Bridgeton, New Jersey. At the time of the acquisition,
Southern Jersey Bancorp had total assets of approximately $425 million.
The above two acquisitions were accounted for using the pooling-of-interests
accounting method and, accordingly, the statements for periods prior to the
mergers have been restated to include these institutions and their results of
operations.
At September 30, 2000, the Company had merger-related and restructuring reserves
of $1.0 million consisting of $508 thousand of a 2000 reserve, $0 of a 1999
reserve and $523 thousand of a 1998 reserve. In June 2000, a $13.6 million
reserve was established for expenses related to the failed merger of equals with
Dime Bancorp ("Dime"). The expense to establish this reserve was offset by the
present value of the termination award from Dime. During the third quarter of
2000, the Company paid $0.8 million for severance and related costs
("severance") and $12.3 million for the cost of consolidating operations
("consolidations"). At September 30, 2000, the 2000 reserve consisted of $508
thousand for consolidations. In 1999, a $32.0 million reserve was established
for merger-related and restructuring charges. At December 31, 1999, the 1999
reserve consisted of $12.2 million for severance and $11.7 million for
consolidations. During the first nine months of 2000, the Company paid $12.2
million for severance and $11.7 million for consolidations related to the 1999
reserve. All of these amounts were paid during the first nine months of 2000. In
1998, a $69.1 million reserve was established for merger-related and
restructuring charges. At December 31, 1999, the 1998 reserve consisted of $142
thousand for severance and $1.8 million for consolidations. During the nine
months of 2000, the Company paid $113 thousand for severance and $1.3 million
for consolidations related to the 1998 reserve. At September 30, 2000, the 1998
reserve consisted of $29 thousand for severance and $494 thousand for
consolidations.
10
<PAGE>
NOTE D -- SECURITIES
The following table presents the amortized cost and estimated market value of
investment securities available for sale and held to maturity at the dates
indicated:
<TABLE>
<CAPTION>
September 30, 2000
----------------------------------------------------------------
Gross Unrealized Estimated
Amortized ------------------------------ Market
Cost Gains (Losses) Value
--------------- ------------------------------ ---------------
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE
U.S. Government $ 31,835 $ 13 $ (213) $ 31,635
U.S. Government agencies 3,500 -- (1) 3,499
Mortgage-backed securities 234,439 355 (9,609) 225,185
States and political subdivisions 2,015 38 -- 2,053
Other debt securities 17,620 -- (269) 17,351
Equity securities 151,346 1,158 (6,163) 146,341
--------------- -------------- -------------- ---------------
$ 440,755 $1,564 $(16,255) $ 426,064
=============== ============== ============== ===============
<CAPTION>
September 30, 2000
----------------------------------------------------------------
Gross Unrealized Estimated
Amortized ------------------------------ Market
Cost Gains (Losses) Value
--------------- ------------------------------ ---------------
<S> <C> <C> <C> <C>
HELD TO MATURITY
U.S. Government $ 24,198 $ -- $ (123) $ 24,075
U.S. Government agencies 38,216 148 (579) 37,785
Mortgage-backed securities 422,581 141 (18,419) 404,303
States and political subdivisions 46,274 78 (98) 46,254
Other debt securities 80 -- (3) 77
--------------- -------------- --------------- ---------------
$ 531,349 $ 367 $(19,222) $ 512,494
=============== ============== =============== ===============
<CAPTION>
December 31, 1999
----------------------------------------------------------------
Gross Unrealized Estimated
Amortized ------------------------------ Market
Cost Gains (Losses) Value
--------------- ------------------------------ ---------------
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE
U.S. Government $ 87,332 $ 196 $ (303) $ 87,225
U.S. Government agencies 350,040 85 (7,595) 342,530
Mortgage-backed securities 2,167,606 1,431 (48,880) 2,120,157
States and political subdivisions 3,118 12 (10) 3,120
Other debt securities 47,128 4 (1,813) 45,319
Equity securities 213,826 1,932 (9,807) 205,951
--------------- -------------- -------------- ---------------
$2,869,050 $3,660 $(68,408) $2,804,302
=============== ============== ============== ===============
<CAPTION>
December 31, 1999
----------------------------------------------------------------
Gross Unrealized Estimated
Amortized ------------------------------ Market
Cost Gains (Losses) Value
--------------- ------------------------------ ---------------
<S> <C> <C> <C> <C>
HELD TO MATURITY
U.S. Government $ 24,195 $ -- $ (253) $ 23,942
U.S. Government agencies 45,960 201 (636) 45,525
Mortgage-backed securities 467,540 220 (19,967) 447,793
States and political subdivisions 24,500 26 (575) 23,951
Other debt securities 29 -- -- 29
--------------- --------------- ------------- ----------------
$ 562,224 $ 447 $(21,431) $ 541,240
=============== =============== ============= ================
</TABLE>
11
<PAGE>
NOTE E -- COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED CAPITAL SECURITIES
OF THREE SUBSIDIARY TRUSTS HOLDING SOLELY JUNIOR SUBORDINATED DEBENTURES OF THE
COMPANY
On January 31, 1997, the Company placed $50.0 million in aggregate liquidation
amount of 8.98% Capital Securities due February 2027, using HUBCO Capital Trust
I, a statutory business trust formed under the laws of the State of Delaware.
The sole asset of the trust, which is the obligor on the Series B Capital
Securities, is $51.5 million principal amount of 8.98% Junior Subordinated
Debentures due 2027 of Hudson United Bancorp. The net proceeds of the offering
are being used for general corporate purposes and to increase capital levels of
the Company and its subsidiaries. The securities qualify as Tier I capital under
the capital guidelines of the Federal Reserve.
On February 5, 1997, the company placed $25.0 million aggregate liquidation
amount of 9.25% Capital Securities due March 2027, using JBI Capital Trust I, a
statutory business trust formed under the laws of the State of Delaware. The
sole asset of the trust, which is the obligor on the capital securities, is
$25.3 million principal amount of 9.25% Junior Subordinated Deferrable
Debentures due 2027 of Hudson United Bancorp. The net proceeds of the offering
are being used for general corporate purposes and to increase capital levels of
the Company and its subsidiaries. The securities qualify as Tier I capital under
the capital guidelines of the Federal Reserve. The securities are callable by
the Company on or after March 31, 2002, or earlier in the event the deduction of
related interest for federal income taxes is prohibited, treatment as Tier I
capital is no longer permitted or certain other contingencies arise.
On June 19, 1998, the Company placed $50.0 million in aggregate liquidation
amount of 7.65% Capital Securities due June 2028, using HUBCO Capital Trust II,
a statutory business trust formed under the laws of the State of Delaware. The
sole asset of the trust, which is the obligor on the Series B Capital
Securities, is $51.5 million principal amount of 7.65% Junior Subordinated
Debentures due 2028 of Hudson United Bancorp. The net proceeds of the offering
are being used for general corporate purposes and to increase capital levels of
the Company and its subsidiaries. The securities qualify as Tier I capital under
the capital guidelines of the Federal Reserve.
12
<PAGE>
NOTE F -- RECENT ACCOUNTING STANDARDS
Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which establishes standards for the reporting of
comprehensive income and its components in a full set of general purpose
financial statements. The Company has elected to display Consolidated Statements
of Income and Consolidated Statements of Comprehensive Income separately for the
disclosed periods. Comprehensive income is displayed on the Consolidated Balance
Sheets and Consolidated Statements of Changes in Stockholders' Equity as a
separate item entitled Accumulated Other Comprehensive Income (Loss). The
following is a reconciliation of the tax effect allocated to each component of
comprehensive income for the periods presented (in thousands):
<TABLE>
<CAPTION>
For the three-months ended
September 30, 2000
---------------------------------------------------
Before tax Tax Benefit Net of Tax
amount (Expense) Amount
---------------- ----------------- ----------------
<S> <C> <C> <C>
Unrealized security gains (losses) arising during the period $ 2,725 $ (2,974) $ (249)
Less: reclassification adjustment for losses realized in net income 1,498 (502) 996
---------------- ----------------- ----------------
Net change during period $ 1,227 $ (2,472) $ (1,245)
---------------- ----------------- ----------------
For the three-months ended
September 30, 1999
---------------------------------------------------
Before tax Tax Benefit Net of Tax
amount (Expense) Amount
---------------- ----------------- ----------------
Unrealized security gains (losses) arising during the period $(13,991) $ 5,216 $ (8,775)
Less: reclassification adjustment for gains realized in net income 848 (297) 551
---------------- ----------------- ----------------
Net change during period $(14,839) $ 5,513 $ (9,326)
---------------- ----------------- ----------------
For the nine-months ended
September 30, 2000
---------------------------------------------------
Before tax Tax Benefit Net of Tax
amount (Expense) Amount
---------------- ----------------- ----------------
Unrealized security gains (losses) arising during the period $ (9,306) $ 2,414 $ (6,892)
Less: reclassification adjustment for losses realized in net income (59,363) 20,841 (38,522)
---------------- ----------------- ----------------
Net change during period $ 50,057 $(18,427) $ 31,630
---------------- ----------------- ----------------
For the nine-months ended
September 30, 1999
---------------------------------------------------
Before tax Tax Benefit Net of Tax
amount (Expense) Amount
---------------- ----------------- ----------------
Unrealized security gains (losses) arising during the period $(68,635) $ 24,903 $(43,732)
Less: reclassification adjustment for gains realized in net income 4,096 (1,434) 2,662
---------------- ----------------- ----------------
Net change during period $(72,731) $ 26,337 $(46,394)
---------------- ----------------- ----------------
</TABLE>
The Financial Accounting Standards Board (FASB) issued SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities," establishing standards for
the accounting and reporting of derivatives. The statement is effective for
fiscal years beginning after June 15, 2000; earlier application is permitted.
The Company has elected not to adopt this statement prior to its effective date.
The Company does not expect that application of this statement will have a
material effect on its financial position or results of operations.
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This financial review presents management's discussion and analysis of financial
condition and results of operations. It should be read in conjunction with the
Company's Consolidated Financial Statements and the accompanying notes. All
dollar amounts, other than per share information, are presented in thousands
unless otherwise noted.
The financial statements for the comparative periods presented herein have been
restated to reflect the acquisitions that have been accounted for on the pooling
of interests accounting method during the periods presented herein. JeffBanks,
Inc. was acquired on November 30, 1999 and Southern Jersey Bancorp was acquired
on December 1, 1999. These acquisitions were accounted for on the pooling of
interests method, and accordingly, the consolidated financial statements have
been restated to include these institutions for all periods presented. All share
data has been retroactively restated to reflect the shares issued in the
aforementioned transactions including restatement of all prior periods. Little
Falls Bancorp, Inc. was acquired on May 20, 1999 and Lyon Credit Corporation on
October 22, 1999. In addition, the Company completed its purchase of deposits
and a retail branch office in Hartford, Connecticut from First International
Bank on March 26, 1999 and on December 1, 1999, completed a purchase and sale
transaction in which Hudson United Bank acquired the loans, other financial
assets, and assumed the deposit liabilities of Advest Bank and Trust. These
transactions were accounted for under the purchase method of accounting and thus
operations and earnings are reflected in the Company's results subsequent to the
date of acquisition. The balance sheet and income statement comparisons are
influenced by these purchase transactions.
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements can
be identified by the use of words such as "believes," "expects" and similar
words or variations. Such statements are not historical facts and involve
certain risks and uncertainties. Actual results may differ materially from the
results discussed in these forward-looking statements. Factors that might cause
a difference include, but are not limited to, changes in interest rates,
economic conditions, deposit and loan growth, loan loss provisions, customer
retention, failure to realize expected cost savings or revenue enhancements from
acquisitions. The Company assumes no obligation for updating any such
forward-looking statements at any time.
RESULTS OF OPERATIONS
OVERVIEW
Hudson United Bancorp reported net income of $24.5 million or $0.45 per diluted
share for the third quarter of 2000. In the corresponding 1999 period, the
Company had net income of $29.1 million or $0.50 per diluted share. The year to
year decline in net income resulted from slower revenue growth than in the
previous quarters of this year and an increase in operating expenses associated
with resolving problems arising during and after the implementation of new
systems, further impacted by staff disruptions caused by the Dime merger of
equals and its subsequent termination. The Company's return on average assets
was 1.31% and return on average equity was 20.91% for the third quarter of 2000.
For the third quarter of 1999, return on average assets was 1.23% and return on
average equity was 20.26%.
For the nine-months ended September 30, 2000, the Company had net income of
$41.8 million or $0.75 per fully diluted share. Excluding the $63.6 million
second quarter 2000 Loss on assets held for sale ("special charge"), which
resulted from the implementation of the Company's balance sheet deleverging
strategy, operating earnings for the same 2000 period were $86.2 million or
$1.54 per fully diluted share. In the same 1999 period, net income was $86.9
million and fully diluted earnings per share was $1.48. The increase in
operating earnings per share resulted primarily from fewer shares outstanding in
2000, which resulted from treasury stock repurchases. Net income was basically
flat, period to period, as expense savings due mainly to synergies recognized
from acquisitions made in 1999 offset lower net revenue. On an operating basis,
for the nine-month period ended September 30, 2000, return on average assets was
1.32% and return on average equity was 23.29%. For the corresponding period in
1999, return on average assets was 1.28% and return on average equity was
19.68%.
14
<PAGE>
NET INTEREST INCOME
Net interest income was $75.8 million for the three-month period ended September
30, 2000 and $87.9 million for the three-month period ended September 30, 1999.
The majority of the decline in net interest income resulted from the rise in
short-term interest rates over the last year. The net interest margin was 4.47%
for the third quarter of 2000 and 4.02% for the third quarter of 1999. The
increase in net interest margin was primarily the result of the recently
completed balance sheet restructuring that eliminated lower yielding
interest-earning assets and higher-cost borrowings. As a result of the
deleverging, interest income and interest expense were both lower for the third
quarter of 2000 compared to the same 1999 period. The decrease in interest
income was $25.5 million and the decrease in interest expense was $13.4 million.
Net interest income was $248.2 million for the nine-month period ended September
30, 2000 and $255.7 million for the nine-month period ended September 30, 1999.
The net interest margin was 4.15% and 4.08% for the nine-months ended September
30, 2000 and 1999, respectively. For the first nine months of 2000, interest
income increased $5.1 million as an increase in interest on loans, which
resulted mainly from higher average volumes, more than offset a decline in
interest on investment securities. Interest expense was $12.6 million higher
year-to-date September 2000 compared to the corresponding period in 1999 as
higher short-term borrowing expense more than offset a decline in interest
expense on deposits.
PROVISION FOR POSSIBLE LOAN LOSSES
The provision for possible loan losses was $6.0 million and $5.2 million for the
three-month periods ended September 30, 2000 and 1999, respectively. For the
nine-months ended September 30, 2000 and 1999, the provision for possible loan
losses was $18.0 million and $14.3 million, respectively. The higher provision
reflects the nonperforming assets and charge-offs in the portfolio including the
acquired companies utilizing the Company's reserve methodology. The Allowance
for possible loan losses ("the Allowance") was $96.7 million at September 30,
2000 and $98.7 million at December 31, 1999. At September 30, 2000, the
allowance represented 174% of nonperforming loans and 1.81% of total loans. At
year-end 1999, the Allowance represented 201% of nonperforming loans and 1.74%
of total loans.
The determination of the adequacy of the Allowance and the periodic provisioning
for estimated losses included in the consolidated financial statements is the
responsibility of management. The evaluation process is undertaken on a monthly
basis. Methodology employed for assessing the adequacy of the Allowance consists
of the following criteria:
o the establishment of reserve amounts for all specifically identified
criticized loans, including those acquired in business combinations, that
have been designated as requiring attention by management's internal loan
review program.
o the establishment of reserves for pools of homogenous types of loans not
subject to specific review, including 1-4 family residential mortgages,
consumer loans, and credit card accounts, based upon historical loss
rates.
o an allocation for the non-criticized loans in each portfolio, and for all
off-balance sheet exposures, based upon the historical average loss
experience of those portfolios.
15
<PAGE>
Consideration is also given to the changed risk profile brought about by the
business combinations, knowledge about customers, the results of ongoing credit
quality monitoring processes, the adequacy and expertise of the Company's
lending staff, underwriting policies, loss histories, delinquency trends, the
cyclical nature of economic and business conditions, and the concentration of
real estate related loans located in the northeastern part of the United States.
Since many of the loans depend upon the sufficiency of collateral as a secondary
source of repayment, any adverse trend in the real estate markets could affect
underlying values available to protect the Company from loss. Other evidence
used to determine the amount of the Allowance and its components are as follows:
o regulatory and other examinations
o the amount and trend of criticized loans
o actual losses
o peer comparisons with other financial institutions
o economic data associated with the real estate market in the Company's
area of operations
o opportunities to dispose of marginally performing loans for cash
consideration
Based upon the process employed and giving recognition to all attendant factors
associated with the loan portfolio, management considers the Allowance to be
adequate at September 30, 2000.
Nonperforming assets were $59.7 million at September 30, 2000 and $53.1 million
at December 31, 1999. The increase from year-end resulted primarily from several
acquisition-related credits moving to nonaccrual status. The following table
presents the composition of non-performing assets and loans past due 90 days or
more and accruing and selected asset quality ratios at the dates indicated:
<TABLE>
<CAPTION>
ASSET QUALITY SCHEDULE
----------------------
(Dollars in Thousands)
9/30/00 12/31/99
------- --------
<S> <C> <C>
Nonaccrual Loans:
Commercial $19,427 $ 7,516
Real Estate 33,468 38,190
Consumer 2,746 646
------------------- --------------------
Total Nonaccrual Loans 55,641 46,352
Renegotiated Loans -- 2,751
------------------- --------------------
Total Nonperforming Loans 55,641 49,103
Other Real Estate Owned 4,021 3,948
------------------- --------------------
Total Nonperforming Assets $59,662 $53,051
=================== ====================
Nonaccrual Loans to Total Loans 1.04% 0.82%
Nonperforming Assets to Total Assets 0.86% 0.55%
Allowance for Loan Losses to Nonaccrual Loans 174% 213%
Allowance for Loan Losses to Nonperforming Loans 174% 201%
Loans Past Due 90 Days or More and Accruing
Commercial $ 6,431 $ 3,004
Real Estate 10,898 13,085
Consumer 6,464 3,011
Credit card 4,104 4,139
------------------- --------------------
Total Past Due Loans $27,897 $23,239
=================== ====================
</TABLE>
16
<PAGE>
The following table presents the activity in the allowance for possible loan
losses for the periods indicated:
<TABLE>
<CAPTION>
Summary of Activity in the Allowance
Broken Down by Loan Category
-----------------------------------------------
Nine Months Ended Year Ended
9/30/00 12/31/99
-----------------------------------------------
(Dollars in thousands)
<S> <C> <C>
Amount of Loans Outstanding at Period End $5,345,369 $5,679,581
======================== ==================
Daily Average Amount of Loans Outstanding $5,550,326 $5,136,467
======================== ==================
ALLOWANCE FOR LOAN LOSSES
Balance at beginning of year $ 98,749 $ 76,043
Loans charged off:
Real estate mortgages (2,305) (13,657)
Commercial (5,995) (10,388)
Consumer (17,384) (24,012)
------------------------ ------------------
Total loans charged off (25,684) (48,057)
------------------------ ------------------
Recoveries:
Real estate mortgages 591 1,902
Commercial 855 1,962
Consumer 4,156 6,065
------------------------ ------------------
Total recoveries 5,602 9,929
------------------------ ------------------
Net loans charged off (20,082) (38,128)
Allowance of acquired companies -- 8,634
Provision for possible loan losses 18,000 52,200
------------------------ ------------------
Balance at end of period $ 96,667 $ 98,749
======================== ==================
Ratio of Annualized Net Loans Charged Off During Period
to Average Loans Outstanding 0.48% 0.74%
======================== ==================
</TABLE>
17
<PAGE>
NONINTEREST INCOME
Total noninterest income for the third quarter of 2000 was $25.7 million
compared to $23.9 million for the third quarter of 1999. Service charges on
deposit accounts increased 11% in the 2000 period compared to the 1999 period
due mainly to recently implemented revenue initiatives. For the third quarter of
2000, noninterest income represented 25% of net revenue.
For the nine-months ended September 30, 2000, total noninterest income was $8.6
million. Excluding the second quarter 2000 special charge, total noninterest
income was $72.3 million. For the nine-months ended September 30, 1999, total
noninterest income was $68.8 million. Service charges on deposit accounts and
Shoppers Charge fees had the strongest growth compared to the 1999 period.
NONINTEREST EXPENSE
Noninterest expense for the third quarter of 2000 was $58.7 million compared to
$61.3 million in the third quarter of 1999. The decline in expenses for the
comparative periods was primarily due to cost savings related to the JeffBanks,
Inc. and Southern Jersey Bancorp acquisitions. The efficiency ratio was 53.6%
for the 2000 third quarter and 51.1% for the 1999 third quarter. Noninterest
expenses in the third quarter of 2000 increased from $53.7 million in the second
quarter of 2000 primarily due to the aforementioned higher operating expenses
related to the new system implementation and Dime merger agreement and
subsequent termination.
Noninterest expenses were $172.7 million and $178.0 million for the first nine
months of 2000 and 1999, respectively. The efficiency ratio, excluding the
impact of the 2000 second quarter special charge, was 50.3% for nine-month
period ended September 30, 2000 and 51.3% for the nine-month period ended
September 30, 1999. As in the third quarter, acquisition related cost savings
were the primary reason for the decline in expenses.
FINANCIAL CONDITION
Total assets amounted to $6.9 billion at September 30, 2000 and $9.7 billion at
December 31, 1999. At September 30, 2000, total loans were $5.3 billion and at
December 31, 1999, total loans were $5.7 billion. Commercial loans were $1.9
billion at September 30, 2000, which was an increase of $85 million from
December 31, 1999. As a result of the balance sheet restructuring, investment
securities were $1.0 billion at September 30, 2000. At year-end 1999, investment
securities were $3.4 billion. The decline in investment securities, when
comparing September 30, 2000 to December 31, 1999, was the primary reason for
the decline in total assets when comparing the same periods.
Deposits were $5.7 billion at September 30, 2000 and $6.5 billion at December
31, 1999. The decline in deposits was primarily in the higher cost
interest-bearing deposit categories. At September 30, 2000, borrowings amounted
to $469 million, a significant decline from $2.4 billion at December 31, 1999.
This decline resulted from the balance sheet restructuring. Total stockholders'
equity was $466.6 million at September 30, 2000 and $519.2 million at December
31, 1999. Book value per common share was $9.63 at September 30, 2000 and $10.00
at December 31, 1999. The reduction in book value per share resulted mainly from
the purchase of 3.7 million shares of the Company's stock pursuant to programs
adopted by the Board of Directors.
18
<PAGE>
The Company is not aware of any current recommendations by the regulatory
authorities that would have a material adverse effect on the Company's capital
resources or operations. The capital ratios for the Company at September 30,
2000 and the minimum regulatory guidelines for such capital ratios for
qualification as a well-capitalized institution are as follows:
Ratios at Minimum Regulatory
September 30, 2000 Guidelines
------------------ ----------
Total Risk-Based Capital 12.68% 10.0%
Tier 1 Risk-Based Capital 9.29% 6.0%
Tier 1 Leverage Ratio 6.76% 4.0%
19
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
A. The Annual Meeting of Shareholders of Hudson United Bancorp was held
August 23, 2000.
B. The names of the directors who are nominees for election for the
2000 Annual Meeting and the names of the directors whose terms extend beyond the
2000 Annual Meeting are set forth in the tables below.
Nominees for 2000 Annual Meeting:
Robert J. Burke
Charles F.X. Poggi
Donald P. Calcagnini
David A. Rosow
Directors whose terms extended beyond this Annual Meeting:
Kenneth T. Neilson
Joan David
Thomas R. Farley, Esq.
Sister Grace Frances Strauber
John H. Tatigian, Jr.
Noel deCordova
Bryant D. Malcom
W. Peter McBride
James E. Schierloh
C. The following is a brief description as well as the tabulation of
votes for each of the matters which were voted upon at the 2000 Annual Meeting..
1. Election of the following five persons as directors of Hudson United
Bancorp:
Director For Authority Withheld
Robert J. Burke 39,071,552 1,112,577
Charles F.X. Poggi 38,993,941 1,190,287
Donald P. Calcagnini 39,074,593 1,109,635
David A. Rosow 39,035,503 1,148,726
2. A shareholder proposal set forth in the Proxy was not voted upon
since neither the shareholder nor a representative was present at
the meeting to present the proposal.
20
<PAGE>
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
(3)(A) The Certificate of Incorporation of the Company in effect on May
11, 1999.
(3)(B) The By-Laws of the Company. (Incorporated by reference from the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, Exhibit (3b)).
(b) Reports on Form 8-K
None
21
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Hudson United Bancorp
November 14, 2000 KENNETH T. NEILSON
--------------------------------------- ------------------------------------
Date Kenneth T. Neilson
Chairman, President &
Chief Executive Officer
November 14, 2000 NICHOLAS G. HAHN
--------------------------------------- ------------------------------------
Date Nicholas G. Hahn
Executive Vice President &
Chief Financial Officer
22
