SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
/x/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED].
For the fiscal year ended December 31, 1999.
/ / TRANSACTION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transaction period from ________________ to _______________.
Commission file number: 333-28729
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Hudson United Bancorp Savings and Investment Plan for
Bargaining Unit Employees
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Hudson United Bancorp
1000 MacArthur Boulevard
Mahwah, New Jersey 07430
<PAGE>
Required Information
Item 4
In lieu of the financial statements required by Item 1-3, the Plan is
submitting financial statements prepared in accordance with the financial
reporting requirements of ERISA (without scope limitations) for the fiscal years
ended December 31, 1998 and December 31, 1999.
Exhibit
23 Consent of Independent Public Accountants
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan
administrators have duly caused this Form 11-K to be signed on their behalf by
the undersigned, thereunto duly authorized, in the Township of Mahwah, State of
New Jersey, on June 28, 2000.
Hudson United Bancorp Savings and Investment Plan
for Bargaining Unit Employees
D. LYNN VAN BORKULO-NUZZO
By: ---------------------------------------------
Name: D. Lynn Van Borkulo-Nuzzo
Title: Plan Administrator
<PAGE>
HUDSON UNITED BANCORP SAVINGS AND INVESTMENT PLAN
FOR BARGAINING UNIT EMPLOYEES
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998
TOGETHER WITH AUDITORS' REPORT
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trust Committee of Hudson United Bancorp:
We have audited the accompanying statements of net assets applicable to
participants' equity of the Hudson United Bancorp Savings and Investment Plan
for Bargaining Unit Employees (the "Plan") as of December 31, 1999 and 1998, and
the related statement of changes in net assets applicable to participants'
equity with fund information for the year ended December 31, 1999. These
financial statements and schedule referred to below are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets applicable to participants' equity of the
Plan as of December 31, 1999 and 1998, and the changes in net assets applicable
to participants' equity for the year ended December 31, 1999, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Reportable
Transactions is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The Fund
Information in the statement of changes in net assets applicable to
participants' equity with Fund Information is presented for purposes of
additional analysis rather than to present the changes in net assets applicable
to participants' equity with Fund Information for each fund. The supplemental
schedule and Fund Information have been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
May 22, 2000
<PAGE>
HUDSON UNITED BANCORP SAVINGS AND INVESTMENT PLAN
FOR BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
AS OF DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ASSETS:
Cash and short-term investments, at cost, which approximates fair market value $ -- $ 460
Investments, at fair market value-
Mutual funds -- 325,625
Common stock of Hudson United Bancorp -- 133,996
---------- ------------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY $ -- $ 460,081
===========================================================================================================================
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE>
HUDSON UNITED BANCORP SAVINGS AND INVESTMENT PLAN
FOR BARGAINING UNIT EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS
APPLICABLE TO PARTICIPANTS' EQUITY WITH FUND INFORMATION
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Federated Securities Corp.
--------------------------
Intermediate Growth
Employer Government Stock Strategies
Stock Fund Trust Trust Fund
---------- ----- ----- -----
<S> .................................................................. <C> <C> <C> <C>
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY,
beginning of year ................................................ $ 136,717 $ 141,540 $ 75,361 $ 70,237
ADDITIONS (DEDUCTIONS):
Contributions-
Employees ..................................................... 2,648 7,803 4,147 3,187
Employer ...................................................... 4,764 -- -- --
Transfers to (from) funds ........................................ (236) 1,000 (1,141) 244
Net realized/unrealized appreciation (depreciation) of investments 10,300 (1,440) 4,925 27,120
Distributions .................................................... (87,495) (98,071) (37,223) (54,914)
Transfer to Hudson United Bancorp Savings and Investment Plan for
Non-Bargaining Unit Employees ................................. (66,698) (50,832) (46,069) (45,874)
--------- --------- --------- ---------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY,
end of year ...................................................... $ -- $ -- $ -- $ --
========= ========= ========= =========
<CAPTION> Federated
Securities
Corp.
-----------
Stock and
Bond Trust Total
---------- ----------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY,
beginning of year ................................................ $ 36,226 $ 460,081
ADDITIONS (DEDUCTIONS):
Contributions-
Employees ..................................................... 1,318 19,103
Employer ...................................................... -- 4,764
Transfers to (from) funds ........................................ 133 --
Net realized/unrealized appreciation (depreciation) of investments 621 41,526
Distributions .................................................... (13,409) (291,112)
Transfer to Hudson United Bancorp Savings and Investment Plan for
Non-Bargaining Unit Employees ................................. (24,889) (234,362)
--------- ---------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY,
end of year ...................................................... $ -- $ --
========= =========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE>
HUDSON UNITED BANCORP SAVINGS AND INVESTMENT PLAN
FOR BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
-----------------------
The Hudson United Bancorp Savings and Investment Plan for Bargaining Unit
Employees (the "Plan") is a defined contribution plan covering all bargaining
unit employees of Hudson United Bancorp, formerly HUBCO, Inc. (the "Company").
The Plan became effective July 1, 1992. At that time, the balances of the
bargaining unit employees were transferred out of the Savings and Investment
Plan for Non-Bargaining Unit Employees. Employees are eligible to be admitted to
the Plan upon completion of one year of service and attainment of age 21. The
Plan is subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
Plan participants may make a basic contribution of 3% to 6% of their annual
compensation, as defined. The Company contributes 25% of each employee's basic
contribution to a maximum of 6% of eligible compensation. Effective January 1,
1997, the Plan was amended to indicate that all employer contributions will be
allocated to the Employer Stock Fund.
All participants are immediately and fully vested in all participant
contributions and the assets derived from their investment. Employees become
fully vested in Company contributions and the assets derived from their
investment in the event of any one of the following: attainment of age 65, upon
retirement due to disability, death, plan termination, or the completion of five
years of service with the Company. Forfeitures of nonvested Company
contributions for participants are used to reduce Company matching contributions
to the Plan.
Under the provisions of the Plan, participating employees may elect to invest
their contributions in the following five investment funds.
Federated Intermediate Government Trust
Invests in United States Government Agency Securities that
generally mature within five years from the date of purchase.
Federated Stock Trust
Invests in a portfolio of common stocks with an emphasis on large
capitalized companies.
Federated Growth Strategies Fund
Invests in common stock of companies with prospects for above average
growth.
Federated Stock and Bond Trust
Invests in a balanced portfolio of high quality common stocks, United
States Government Agency Securities and corporate bonds rated "A" or
better.
Employer Stock Fund
Established to invest in the common stock of Hudson United Bancorp.
Pursuant to a Plan provision, upon termination of employment, or if prior to
termination upon approval of the Plan administrator, employees may receive a
lump sum payment equal to the value of their account unless another method of
payment has been selected and agreed to by the Employee Benefits Committee.
Benefit payments are distributed in cash to employees participating in the
Federated Income Funds. Benefit payments are distributed to participants in the
Employer Stock Fund in the form of the Company's stock, unless there are
fractional shares which are distributed in cash.
<PAGE>
Effective December 31, 1999, the Plan transferred all of its assets to the
Hudson United Bancorp Savings and Investment Plan for Non-Bargaining Unit
Employees.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
The accounting records of the Plan are maintained on the accrual basis and
investment transactions are recorded on a settlement date basis.
Investments are stated at their aggregate fair value. Investments which are
traded on a national securities exchange are valued at the last reported sales
price on the last business day of the Plan year. The market value of the
participation units in the Federated funds is based on quoted market value on
the last business day of the Plan year.
Expenses related to the administration of the Plan are paid for by the Company.
All trust expenses are paid by the Plan.
The change in the difference between the fair value and the cost of investments
is reflected in the statement of changes in net assets applicable to
participants' equity with fund information as net appreciation (depreciation) of
investments, along with gains or losses realized on the sale of investments,
which are determined using a specific identification basis.
3. INVESTMENTS
-----------
The Plan's investments are held by Hudson United Bank (a subsidiary of the
Company) and Federated Securities Corp.
The fair value of individual investments that represent 5% or more of the Plan's
net assets at December 31, 1998 are as follows-
Hudson United Bancorp Common Stock $ 133,996
Federated Intermediate Government Trust 141,653
Federated Growth Strategies Fund 70,482
Federated Stock Trust 75,675
Federated Stock and Bond Trust 36,359
4. TRANSACTIONS WITH PARTIES IN INTEREST
-------------------------------------
At December 31, 1998, the Plan held 4,448 shares of common stock of the Company
with a fair value of $133,996. The Plan did not hold any shares at December 31,
1999. The shares were originally acquired at cost of $85,603. Dividend income
from this investment was $6,458 and $7,972 for the years ended December 31, 1999
and 1998, respectively.
<PAGE>
5. INCOME TAX STATUS
-----------------
The Plan has received a favorable determination letter dated April 6, 1995 from
the Internal Revenue Service indicating that the Plan is a qualified trust and
exempt from Federal income taxes under Sections 401(a) and 401(k) of the
Internal Revenue Code ("IRC"). The Plan is required to operate in conformity
with the IRC to maintain its qualification. The Plan Sponsor believes that the
Plan is currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Accordingly, no provision for Federal
income taxes has been provided in the accompanying financial statements.
Employees participating in the Plan are not subject to Federal income tax on
amounts contributed until such time that their participating interest in the
Plan is distributed to them.
<PAGE>
HUDSON UNITED BANCORP SAVINGS AND INVESTMENT PLAN SCHEDULE I
FOR BARGAINING UNIT EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1999
EMPLOYER IDENTIFICATION NUMBER 22-2405746
PLAN #004
<TABLE>
<CAPTION>
(e) Current
Value of
Asset on
(a) Identity of Party Number of (c) Selling (d) Cost of Transaction (f) Net
Involved (b) Description of Asset Transactions Price Assets Date Gain
-------------------------- --------------------------------- ------------ ------------ ---------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Federated Securities Corp. 13,187 units of Federated
Intermediate Government Trust 20 $ 148,993 $ 148,464 $ 148,993 $ 529
Hudson United Bancorp. 4,873 shares of Hudson United
Bancorp Common Stock 16 132,762 100,085 132,762 32,677
Federated Securities Corp. 2,268 units of Federated Stock
Trust
15 85,140 77,686 85,140 7,454
Federated Securities Corp. 2,652 units of Federated Growth
Strategies Fund 12 101,080 66,560 101,080 34,520
Federated Securities Corp. 2,069 units of Federated Stock
and Bond Trust 11 38,471 36,996 38,471 1,475
</TABLE>
(A) Reportable transactions are those purchases and sales of the same security
which, individually or in the aggregate, exceed 5% of Plan assets as of
the beginning of the Plan year.
The accompanying notes to financial statements are an integral part of this
schedule.
