SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
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: 333-28733
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 Non-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 Items 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.
Exhibits
23 Independent Accountants' Consent
<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 Non-Bargaining Unit Employees)
D. LYNN VAN BORKULO-NUZZO
By:-------------------------------------------------
Name: D. Lynn Van Borkulo-Nuzzo
Title: Plan Administrator
<PAGE>
EXHIBIT
Hudson United Bancorp Savings And Investment Plan
For Non-Bargaining Unit Employees
Financial Statements As Of December 31, 1999 And 1998
Together With
Report Of Independent Public Accountants
<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 Non-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 schedules referred to below are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules 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 schedules of Assets Held
for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are 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 schedules 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>
<TABLE>
<CAPTION>
HUDSON UNITED BANCORP SAVINGS AND INVESTMENT PLAN
FOR NON-BARGAINING UNIT EMPLOYEES
STATEMENTS OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
AS OF DECEMBER 31, 1999 AND 1998
1999 1998
---------------- ---------------
<S> <C> <C>
CASH AND SHORT-TERM INVESTMENTS, at cost, which
approximates fair market value $ (26,779) $ (37,916)
INVESTMENTS, AT FAIR MARKET VALUE:
Mutual funds 14,301,108 9,500,814
Common stock of Hudson United Bancorp 9,666,689 9,099,919
PARTICIPANT LOANS RECEIVABLE 223,310 93,075
---------------- ---------------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY $24,164,328 $18,655,892
================ ===============
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
<PAGE>
HUDSON UNITED BANCORP SAVINGS AND INVESTMENT PLAN
FOR NON-BARGAINING UNIT EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Federated Securities Corp.
-------------------------------------------
Intermediate Growth
Employer Stock Government Stock Strategies
Fund Trust Trust Fund
----------------- --------------- ----------- ------------
<S> <C> <C> <C> <C>
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, beginning of year .... $ 9,321,365 $ 962,314 $ 1,681,400 $ 1,369,095
ADDITIONS (DEDUCTIONS):
Contributions-
Employees ...................................................... 289,918 66,234 357,955 287,534
Employer ....................................................... 1,162,897 -- -- --
Rollovers......................................................... 1,381 -- 3,552 7,005
Transfers to/from funds .......................................... (48,519) (777,459) 501,676 261,956
Net activity relating to loan activity ........................... (82,187) 861 (7,498) (22,988)
Net realized/unrealized appreciation (depreciation) of investments (867,502) (11,359) 67,050 1,186,724
Distributions .................................................... (1,285,627) (71,805) (193,656) (207,465)
Balances rolled over from plans of acquired institutions and
Hudson United Bancorp Savings and Investment Plan for
Bargaining Unit Employees 1,141,067 878,982 421,339 337,033
------------ ------------ ------------ -------------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, end of year .......... $ 9,632,793 $ 1,047,768 $ 2,831,818 $ 3,218,894
============ ============ ============ ============
<CAPTION>
Federated Securities Corp.
---------------------------------------------------------
Stock and Short-Term Large Cap Max Cap
Bond Government Growth Growth
Trust Trust Fund Fund
--------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, beginning of year .... $ 1,030,050 $ 4,291,668 $ -- $ --
ADDITIONS (DEDUCTIONS):
Contributions-
Employees ...................................................... 155,987 1,052,738 3,008 5,355
Employer ....................................................... -- -- -- --
Rolloevers........................................................ 2,072 72,070 -- --
Transfers to/from funds .......................................... (96,026) 44,509 37,803 30,082
Net activity relating to loan activity ........................... (3,305) (6,894) 41 41
Net realized/unrealized appreciation (depreciation) of investments 10,197 233,024 9,602 3,002
Distributions .................................................... (170,425) (1,654,891) -- --
Balances rolled over from plans of acquired institutions and
Hudson United Bancorp Savings and Investment Plan for
Bargaining Unit Employees 255,993 2,057,078 -- --
------------- ------------ ------------ -----------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, end of year .......... $ 1,184,543 $ 6,089,302 $ 50,454 $ 38,480
============ ============ ============ ===========
<CAPTION>
Federated
Securities Corp.
---------------
International
Small Company
Fund Total
----------------- ----------
<S> <C> <C>
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, beginning of year .... $ -- $18,655,892
ADDITIONS (DEDUCTIONS):
Contributions-
Employees ...................................................... 5,645 2,224,374
Employer ....................................................... -- 1,162,897
Rollovers......................................................... -- 86,080
Transfers to/from funds .......................................... 45,978 --
Net activity relating to loan activity ........................... 20 (121,909)
Net realized/unrealized appreciation (depreciation) of investments 18,633 649,371
Distributions .................................................... -- (3,583,869)
Balances rolled over from plans of acquired institutions and
Hudson United Bancorp Savings and Investment Plan for
Bargaining Unit Employees -- 5,091,492
------------- ------------
NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY, end of year .......... $ 70,276 $ 24,164,328
============ ============
</TABLE>
The accompanying notes to financial statements are an integral part of
this statement.
<PAGE>
HUDSON UNITED BANCORP SAVINGS AND INVESTMENT PLAN
FOR NON-BARGAINING UNIT EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
-----------------------
The Hudson United Bancorp Savings and Investment Plan for Non-Bargaining Unit
Employees (the "Plan") is a defined contribution plan covering all
non-bargaining unit employees of Hudson United Bancorp, formerly HUBCO, Inc.
(the "Company"). Employees are eligible to be admitted to the Plan upon
completion of 1,000 hours of service in a six-month period 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 2% to 12% of their annual
compensation, as defined, and voluntary after tax contributions. The Company
contributes 75% 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. The following vesting schedule became
effective January 1, 1995 for employer contributions-
Up to 2 years of service = 0% vesting
After 2 years of service = 25% vesting
After 3 years of service = 50% vesting
After 4 years of service = 75% vesting
After 5 years of service = 100% vesting
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 nine 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.
Federated Short Term Government Trust
-------------------------------------
Established to invest in short-term U. S. Treasury and other securities
issued or guaranteed by the U. S. government or its agencies.
Federated Large Cap Growth Fund
-------------------------------
The Fund seeks capital appreciation by investing primarily in large,
well-established companies.
Federated Max Cap Fund
----------------------
The Fund seeks to achieve a total return similar to the S&P 500 stock
index.
Federated International Small Company Fund
---------------------------------------------
The Fund seeks long-term capital appreciation by investing in equity
securities of small cap companies.
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.
Effective January 1, 1999, the defined savings plan for employees of The Dime
Savings Bank of Wallingford, an institution acquired by the Company in 1998, was
merged with the Plan. Effective January 1, 1999, the employee stock ownership
plan for employees of The Bank of the Hudson, an institution acquired by the
Company in 1998, was merged with the Plan. Effective April 1, 1999, the 401(k)
savings plan for employees of Middletown Savings Bancorp, an institution
acquired by the Company during 1998, was merged with the Plan. Effective April
1, 1999, the 401(k) plan for employees of Community National Bank, an
institution acquired by the Company during 1998, was merged with the Plan.
Effective December 31, 1999, the 401(k) plan for employees of the Bank of
Southington, an institution acquired by the Company during 1998, was merged with
the Plan. Effective December 31, 1999, the Hudson United Bancorp Savings and
Investment Plan for Bargaining Unit Employees was merged with the Plan.
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. Securities 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. Investment transactions are
recorded on as settlement date basis. 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.
<PAGE>
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
year-end net assets are as follows-
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Hudson United Bancorp common stock $ 9,666,689 $ 9,099,919
Federated Short Term Government Trust 6,097,003 4,401,664
Federated Stock Trust 2,781,242 1,924,099
Federated Growth Strategies Fund 3,102,591 1,279,851
</TABLE>
4. TRANSACTIONS WITH PARTIES IN INTEREST
-------------------------------------
At December 31, 1999 and 1998, the Plan held 378,159 and 302,072 shares of
common stock, respectively, of the Company with a fair value of $9,666,689 and
$9,099,919, respectively. The shares were originally acquired at a cost of
$5,624,891 and $4,597,245, respectively. Dividend income from this investment
was $547,401 and $402,627 for the years ended December 31, 1999 and 1998,
respectively.
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 IRC. 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.
6. PLAN TERMINATION
----------------
Although Hudson United Bancorp has not expressed any intent to do so, Hudson
United Bancorp has the right under the Plan to terminate the Plan subject to the
provisions of ERISA.
<PAGE>
SCHEDULE I
HUDSON UNITED BANCORP SAVINGS AND INVESTMENT PLAN
FOR NON-BARGAINING UNIT EMPLOYEES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
EMPLOYER IDENTIFICATION NUMBER 22-2405746
PLAN #003
<TABLE>
<CAPTION>
(c) Description of Investment Including
Maturity Date, Rate of Interest, Par or (e) Current
(a) (b) Identity of Issuer Maturity Value (d) Cost Value
--- -------------------------- ----------------------------------------------- ---------------- ----------------
<S> <C> <C> <C>
MUTUAL FUNDS:
Federated 6,097,003 units of Federated
Securities Corp. Short Term Government Trust $ 6,097,003 $ 6,097,003
Federated 70,417 units of Federated Growth
Securities Corp. Strategies Fund 2,057,796 3,102,591
Federated 77,085 units of Federated Stock Trust 2,866,200 2,781,242
Securities Corp.
Federated 63,229 units of Federated Stock and
Securities Corp. Bond Trust 1,185,095 1,160,886
Federated 96,469 units of Federated Intermediate
Securities Corp. Government Trust 1,012,632 998,459
Federated 1,868 units of Federated International
Securities Corp. Small Company Fund 59,681 71,879
---------------- ----------------
Federated 3,074 units of Federated Large Cap
Securities Corp. Growth Fund 40,826 50,519
Federated 1,288 units of Federated Max Cap Fund 35,736 38,529
Securities Corp. ---------------- ----------------
13,354,969 14,301,108
---------------- ----------------
COMMON STOCK:
* Hudson United Bancorp 378,159 shares common stock 5,624,891 9,666,689
---------------- ----------------
PARTICIPANT Interest rates range from 7.75% to
LOANS 8.5% and mature through 12/1/03 223,310 223,310
---------------- ----------------
$19,203,170 $24,191,107
================ ================
</TABLE>
*Denotes party-in interest
The accompanying notes to financial statements are an integral part of
this schedule.
<PAGE>
SCHEDULE II
HUDSON UNITED BANCORP SAVINGS AND INVESTMENT PLAN
FOR NON-BARGAINING UNIT EMPLOYEES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1999
EMPLOYER IDENTIFICATION NUMBER 22-2405746
PLAN #003
<TABLE>
<CAPTION>
Number of (c) Purchase
(a) Identity of Party Involved (b) Description of Asset Transactions Price
--------------- -------------
<S> <C> <C> <C>
Hudson United Bancorp .................... 52,516 shares of Hudson United Bancorp Common Stock 24 $ 1,541,167
Hudson United Bancorp .................... 45,406 shares of Hudson United Bancorp Common Stock 87 1,868,136
Federated Securities Corp. ............... 4,133,523 units of Federated Short-Term Government Trust 90 4,133,523
Federated Securities Corp. ............... 2,444,311 units of Federated Short-Term Government Trust 143 2,444,311
Federated Securities Corp. ............... 36,052 units of Federated Stock Trust 105 1,401,813
Federated Securities Corp. ............... 35,974 units of Federated Growth Strategies Fund 100 1,250,085
<CAPTION>
(f) Current
Value
of Asset on
(d) Selling (e) Cost of Transaction (g) Net
(a) Identity of Party Involved ............... Price Asset Date Gain
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Hudson United Bancorp ........................ $ -- $1,541,167 $1,541,167 $ --
Hudson United Bancorp ........................ 1,426,681 1,868,136 1,426,681 (441,455)
Federated Securities Corp. ................... -- 4,133,523 4,133,523 --
Federated Securities Corp. ................... 2,444,311 2,444,311 2,444,311 --
Federated Securities Corp. ................... -- 1,401,813 1,401,813 --
Federated Securities Corp. ................... -- 1,250,085 1,250,085 --
</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.
