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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 3, 1998
COMMUNITY FINANCIAL HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 0-24316 52-1712224
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
222 Haddon Avenue, Westmont, New Jersey 08108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (609) 869-7900
N/A
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On March 3, 1998, Community Financial Holding Corporation
("CFHC") and HUBCO, Inc. ("HUBCO") issued the press release
attached hereto as Exhibit 99.1, which is incorporated herein by
reference. The terms of the transaction described in the press
release are qualified in their entirety by reference to the
Agreement and Plan of Merger attached hereto as Exhibit 99.2 and
incorporated by reference herein (the "Agreement").
On March 3, 1998, CFHC and HUBCO entered into the Agreement,
pursuant to which CFHC will be merged into HUBCO with HUBCO as
the surviving corporation. In the merger, each share of CFHC
common stock will be exchanged for 0.695 shares of HUBCO common
stock. Outstanding options to purchase CFHC common stock issued
under the CFHC 1994 Employee and Director Stock Option Plan will
be exchanged in the merger for HUBCO common stock in accordance
with the terms of such plan. The merger is expected to be
consummated during the third quarter of 1998, subject to the
satisfaction of certain conditions, including among others,
approval of the merger by CFHC's shareholders and receipt of
required regulatory approvals. The transaction will be accounted
for as a pooling of interests.
Concurrently with execution of the Agreement, CFHC entered
into a Stock Option Agreement with HUBCO pursuant to which CFHC
granted HUBCO an option to purchase up to 252,790 shares of CFHC
common stock at a price of $24.40 per share, exercisable upon the
occurrence of certain events. A copy of the Stock Option
Agreement is attached hereto as Exhibit 99.3.
Item 7. Financial Statements and Exhibits.
(a) Exhibits.
The following exhibits are filed herewith:
99.1 Joint press release of Community Financial Holding
Corporation and HUBCO, Inc. dated March 3, 1998.
99.2 Agreement and Plan of Merger, dated as of March 2,
1998, by and between Community Financial Holding
Corporation, Community National Bank of New
Jersey, HUBCO, Inc., and Hudson United Bank.
99.3 Stock Option Agreement, dated as of March 2, 1998,
by and between Community Financial Holding
Corporation and HUBCO, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
COMMUNITY FINANCIAL HOLDING
CORPORATION
Dated: March 13, 1998
By/s/ Robert T. Pluese
Robert T. Pluese, Chairman
EXHIBIT INDEX
Exhibit Number
99.1 Joint press release of Community Financial Holding
Corporation and HUBCO, Inc. dated March 3, 1998.
99.2 Agreement and Plan of Merger, dated as of March 2,
1998, by and between Community Financial Holding
Corporation, Community National Bank of New
Jersey, HUBCO, Inc. and Hudson United Bank.
99.3 Stock Option Agreement, dated as of March 2, 1998,
by and between Community Financial Holding
Corporation and HUBCO, Inc.