EAGLE FINANCIAL CORP
8-K, 1994-11-02
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>
                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  October 25, 1994


                             EAGLE FINANCIAL CORP.
          ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)
                            


   Delaware                          0-15311                     06-1194047
- - --------------------------------------------------------------------------------
(State or other                    (Commission                  (IRS Employer
 jurisdiction of                   File Number)              Identification No.)
 incorporation)


222 Main Street, P.O. Box 1157, Bristol, Connecticut        06010
- - -------------------------------------------------------------------
(Address of principal executive office)                  (Zip Code)


Registrant's telephone number, including area code:  (203) 589-4600
                                                   ------------------


           Not Applicable
- - ----------------------------------
(Former name or former address, if changed since last report)


                                Page 1 of 8 Pages.

The Exhibit Index is at page 4.
<PAGE>
Item 5.        Other Material Events

               On October 25, 1994,  Eagle Financial Corp.  ("Eagle")  announced
earnings for the quarter and fiscal year ended  September 30, 1994, set a record
date for its 1995 annual meeting, and declared a dividend for the quarter  ended
September  30, 1994. A copy of the press  release is attached at Exhibit 99, and
is incorporated by reference herein.



Item 7.        Financial Statements and Exhibits.
               ----------------------------------

               c.   Exhibits
                    --------

                    No. 99      Press Release dated October 25, 1994


<PAGE>
                                   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.


                                                Eagle Financial Corp.
                                                -------------------------
                                                (Registrant)



                                                 /s/ Robert J. Britton  
                                                 -------------------------
                                                 Robert J. Britton
                                                 President and Chief Executive
                                                   Officer

Attest:



 /s/ Mark J. Blum                  
- - ----------------------
Mark J. Blum
Vice President and
 Chief Financial Officer



Date:  November 2, 1994

<PAGE>
                                 EXHIBIT INDEX
                                ---------------

        EXHIBIT                                                          PAGE
        -------                                                          ----
         No.      99       Press Release dated October 25, 1994            5




<PAGE>

EAGLE FINANCIAL CORP.

                                  CONTACT:   Robert J. Britton
                                             President & Chief Executive Officer
                                             (203) 489-0441
  
                                             Mark J. Blum
                                             Vice President
                                             Chief Financial Officer
                                             (203) 589-4600



                EAGLE FINANCIAL CORP 1994 EARNINGS HIT NEW HIGH
          ___________________________________________________________

                           Dividend Increases by 11%
          ___________________________________________________________


     BRISTOL,  CT/October 25, 1994 -- Eagle Financial Corp. (NASDAQ:  EGFC), the
holding company for Eagle Federal Savings Bank, today reported record net income
of $7,566,000, or $2.34 per share, for the fiscal year ended September 30, 1994.
This  represents an increase of $1.4 million,  or 23%, over the  $6,152,000,  or
$1.97 per share,  earned in fiscal  1993.  The earnings  increase was  primarily
attributable  to continued  growth in net interest  income,  which was higher by
$3.8 million,  or 14%, in 1994 versus 1993.  Fiscal 1994 earnings also benefited
from lower loan loss provisions and higher fee income on deposit accounts.

Earnings  for the forth  quarter of fiscal 1994 were 37% higher than in the last
quarter of fiscal 1993. Net income for the three months ended September 30, 1994
was $1,954,000,  or $0.60 per share, compared to $1,428,000, or $0.46 per share,
for the same period in 1993.

The strong earnings increase in both the fiscal 1994 year and fourth quarter was
achieved despite several non-recurring  expenses totaling approximately $550,000
(after  taxes),  or $0.17 per share,  relating to the  retirements of two senior
officers.  These one-time  charges were partly offset by the positive  impact on
Eagle's  fourth  quarter of the  acquisition  of the Bank of  Hartford  from the
Federal Deposit Insurance Corporation on June 10, 1994.

Robert J. Britton,  President and Chief  Executive  officer of Eagle  Financial,
commented,  "We are extremely pleased with our 1994 results, which represent the
Company's sixth  consecutive year of higher  earnings.  Over the last six fiscal
years,  Eagle's core  earnings  have grown on average by 23%. We look forward to
fiscal 1995, which will receive a full twelve month  contribution  from our Bank
of Hartford acquisition this year."

In response to the strong annual earnings,  Eagle's Board of Directors increased
the Company's quarterly cash dividend by 11% to $0.21 per share. The dividend is
payable on December 1, 1994 to  shareholders of record on November 15, 1994. The
Board also  announced  that Eagle  Financial's  annual  meeting  will be held on
Tuesday, 1/24/95, in Torrington, Connecticut.

Britton  added,  "Our steady rise in earnings each year has been  accompanied by
growth in or cash dividend, which at the current market price represents a yield
of approximately 4%."

In October,  1994,  Eagle completed a stock offering which added  800,000 shares
of common stock to the  Company's  shareholders'  equity.  Net proceeds from the
offering after deducting the underwriting  discount and estimated  expenses were
$15.5  million.  In addition,  the  underwriter  was granted a 30-day  option to
purchase  up to an  additional  120,000  shares  of common  stock to cover over-
allotments,  if any. As of October 25, 1994, the  underwriter  has not exercised
this option.

Eagle's total assets at September 30, 1994 were $1.07 billion.  Loans receivable
and deposits at year end were $811 million and $949 million, respectively, while
total shareholder's equity was $66.3 million. Book value per share grew by 7% in
1994 from $19.78 to $21.16.

Eagle's subsidiary,  Eagle Federal Savings Bank, now operates 23 banking offices
in Hartford, Litchfield and northern Fairfield counties including six offices of
the former Bank of Hartford.
<PAGE>
ANNUAL EARNINGS


                     EAGLE FINANCIAL CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                 (DOLLARS IN THOUSANDS, EXCEPT FOR SHARE DATA)
<TABLE>
<CAPTION>
                                                       9/30/94(a)      6/30/94(a)         9/30/93
                                                       Unaudited       Unaudited 
                                                      -----------     -----------        ----------
<S>                                                    <C>            <C>               <C>
ASSETS
- - -------------------------------------
Cash and amounts due from depository institutions      $  21,549      $   18,285        $   12,462
Investment securities (b)                                192,529         262,081           103,877
Loans receivables, net                                   810,704         775,135           656,344
Real estate acquired in settlement of loans and
  in-substance repossessed real estate, net                4,310           3,932             5,471
Premises and equipment, net                                7,255           6,132             6,029
Other assets                                              31,770          34,161             8,285
                                                      -----------     -----------        ----------
       Total Assets                                   $1,068,117      $1,099,726        $  792,468
                                                      ===========     ===========        ==========


LIABILITIES AND SHAREHOLDERS' EQUITY
- - -------------------------------------
Deposits                                              $  948,829      $  982,673        $  706,214
Borrowed money                                            39,592          31,642            16,252
Other liabilities                                         13,420          20,766             9,595
Shareholders' equity                                      66,276          64,645            60,407
                                                      -----------     -----------        ----------
       Total Liabilities and Shareholders' Equity     $1,068,117      $1,099,726        $  792,468
                                                      ===========     ===========        ==========

Book value per share                                  $    21.16      $    20.73        $    19.78
Total shares outstanding (net of treasury)             3,131,911       3,118,785         3,054,481
Equity to assets at end of period                           6.20%           5.88%             7.62%

<FN>
     (a)  Balance sheet amounts at 9/30/94 and 6/30/94 Include Bank of Hartford assets purchased and
          liablities assumed.

     (b)  Investment securities - Includes interest-bearing deposits, Federal funds sold, investments
          securities, mortgage-backed securities and Federal Home Loan Bank stock.
</TABLE>
<TABLE>
<CAPTION>
                                                        9/30/94         6/30/94           9/30/93
                                                       Unaudited       Unaudited 
                                                      -----------     -----------        ----------
<S>                                                    <C>            <C>               <C>
ASSETS QUALITY DATA
- - -----------------------
Non-performing loans                                   $   8,009      $    8,027        $    6,492
Non-performing assets                                  $  12,319      $   11,959        $   11,963
Non-performing assets to total assets                       1.15%           1.09%             1.51%
Allowance for loan losses                              $   8,311      $    8,370        $    5,005
Allowance for loan losses to non-performing loans            104%            104%               77%
</TABLE>
<PAGE>
ANNUAL EARNINGS


                     EAGLE FINANCIAL CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                 ---------------------------------------------
                 (DOLLARS IN THOUSANDS, EXCEPT FOR SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                       3 MONTHS ENDED                      12 MONTHS ENDED
                                                    -----------------------           -------------------------
                                                    9/30/94         9/30/93           9/30/94           9/30/93
                                                    --------        -------           --------          -------
<S>                                               <C>              <C>               <C>              <C>
Interest income                                   $   18,012       $   13,814        $   60,087       $   55,754
Interest expense                                       8,807            6,902            29,016           28,469
                                                   ----------       ----------        ----------        ---------
Net interest income                                    9,205            6,912            31,071           27,285
Provision for loan losses                                300              529             1,200            1,708
Other income                                             917              696             3,166            2,504
Real estate owned provisions and
  operating expenses                                     328              246             1,360              977
Non-recurring operating expenses                         943                0               943                0
Other operating expenses                               5,322            4,003            17,785           15,315
                                                   ----------       ----------        ----------        ---------
Income before income taxes and cumulative 
  effect of accounting changes                         3,229            2,830            12,949           11,789
Income taxes                                           1,275            1,402             5,353            5,637
                                                   ----------       ----------        ----------        ---------
Income before cumulative effect
  of accounting changes                        '       1,954            1,428             7,596            6,152
Cumulative effect of accounting changes                    0                0               (30)               0
                                                   ----------       ----------        ----------        ---------
Net income                                        $    1,954       $    1,428        $    7,566       $    6,152
                                                   ==========       ==========        ==========        =========
Income per share before cumulative effect
  of accounting changes                           $     0.60       $     0.46        $     2.35       $     1.97
Per share cumulative effect of accounting
  changes                                               0.00             0.00             (0.01)            0.00
                                                   ----------       ---------         ----------        ---------
Net income per share                              $     0.60       $     0.46        $     2.34       $     1.97
                                                   ==========       ==========        ==========        =========
Weighted average shares outstanding                3,265,827        3,171,265         3,228,625        3,128,220
Dividends per share                               $     0.19       $     0.17        $     0.76       $     0.63

Average interest rate spread                            3.43%            3.34%             3.41%            3.40%
Net interest margin                                     3.57%            3.60%             3.60%            3.64%
Return on average assets                                0.73%            0.72%             0.85%            0.79%
Return on average equity                               12.00%            9.58%            11.99%           10.69%
</TABLE>


MARKET MAKERS - Advest,  Inc.; Keefe,  Bruyette & Woods, Inc.; Sandler O'Neill &
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Beck & Co.; Sherwood Securities Corp.; Troster Singer Corp.
<PAGE>


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