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Washington, D.C. 20549
Amendment No. 1
Form 10-K/A
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-15311
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EAGLE FINANCIAL CORP.
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(Exact name of Registrant as specified in its charter)
DELAWARE 06-1194047
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(State or other jurisdiction of ( I.R.S. Employer
incorporation or organization) identification No.)
222 Main Street, Bristol, Connecticut, 06010
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(Address of principal executive offices)
(Zip Code)
(203) 589-4600
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(Not applicable)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $0.01 par value
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(Title of class)
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
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.
Based upon the closing price of the registrant's common stock as of
December 15, 1993, the aggregate market value of the voting stock held by
non-affiliates of the registrant is $44 million.*
The number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date is:
Class:Common Stock, par value $.01 per share
Outstanding at December 15, 1993: 3,082,817 shares.
Documents Incorporated By Reference:
Part II:
Annual report to shareholders for the fiscal year ended September 30, 1993.
Part III:
Portions of the definitive proxy statement for the Annual Meeting of
Shareholders to be held on January 25, 1994.
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* Soley for purposes of this calculation, all executive officers and directors
of the registrant, Employee Stock Ownership Plan and all shareholders
reporting beneficial ownership of more than 5% of the registrant's common
stock are considered to be affiliates.
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Table of Contents
Form 10-K/A
Page
_______
Part IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K
Signature Page
Exhibit Index<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
(a) (1) The following consolidated financial statements of
registrant and its subsidiaries and report of independent auditors are included
in Item 8 hereof.
Report of Independent Auditors.
Consolidated Balance Sheets - September 30, 1993 and 1992.
Consolidated Statements of Income - Years ended September 30,
1993, 1992 and 1991.
Consolidated Statements of Shareholders' Equity - Years Ended
September 30, 1993, 1992 and 1991.
Consolidated Statements of Cash Flows - Years Ended September
30, 1993, 1992 and 1991.
Notes to Consolidated Financial Statements.
(a) (2) All schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable and therefore
have been omitted.
(a) (3) The following exhibits are either filed with this
Report or are incorporated herein by reference:
Exhibit No. 3. Certificate of Incorporation and Bylaws
(a) Certificate of Incorporation, as amended,
incorporated herein by reference from Pre-Effective
Amendment No. 2 to the Registrant's Registration
Statement on Form S-1 (No. 33-9166), filed with the
SEC on December 24, 1986.
(b) Bylaws, as amended, incorporated by reference
from Eagle's Current Report on Form 8-K dated November
12, 1993.
Exhibit No. 10. Material Contracts.
(a) Eagle Financial Corp. Stock Option Plan,
incorporated herein by reference from Eagle's Annual
Report on Form 10-K for the year ended September 30,
1987.
(b) BFS Bancorp, Inc. Stock Option Plan, incor-
porated by reference from Eagle's Registration
Statement on Form S-8 (No. 33-28403) filed with the
SEC on April 28, 1989.
(c) Eagle Financial Corp. 1988 Stock Option Plan,
incorporated by reference from Eagle's definitive
Proxy Statement dated December 21, 1988 for the 1989
Annual Meeting of Shareholders.
(d) Employment Agreement dated February 10, 1987
among Eagle, Torrington and Frank J. Pascale, as
amended on November 20, 1987, incorporated by
reference from Eagle's Annual Report on Form 10-K for
the year ended September 30, 1987.
(e) Amendment dated November 20, 1987 to employ-
ment agreement among Eagle, Torrington and Frank J.
Pascale, incorporated by reference from Eagle's
Registration Statement on Form S-4 (No. 33-21122).
(f) Consulting Agreement dated July 23, 1991 among
Eagle, Torrington and Frank J. Pascale, incorporated
by reference from Eagle's Annual report on Form 10-K
for the year ended September 30, 1991.
(g) Employment Agreement dated November 30, 1987
between Torrington and Howard E. Walsh and Consulting
Agreement dated March 17, 1988 between Eagle and
Howard E. Walsh, incorporated by reference from
Eagle's Registration Statement on Form S-4 (No. 33-
21122) filed with the SEC on April 8, 1988.
(h) Employment Agreement dated August 25, 1988
among Eagle, Bristol and Ralph T. Linsley,
incorporated by reference from Eagle's Annual Report
on Form 10-K for the year ended September 30, 1988.
(i) Consulting Agreement dated August 25, 1988
between Eagle and Ralph T. Linsley, incorporated by
reference from Eagle's Annual Report on Form 10-K for
the year ended September 30, 1988.
(j) Employment Agreement dated August 25, 1988
among Eagle, Bristol and Ercole J. Labadia,
incorporated by reference from Eagle's Annual Report
on Form 10-K for the year ended September 30, 1988.
(k) Employment Agreement dated August 25, 1988
among Eagle, Bristol and Barbara S. Mills,
incorporated by reference from Eagle's Annual Report
on Form 10-K for the year ended September 30, 1988.
(l) Employment Agreement dated July 1, 1989 among
Eagle, Torrington, and Bristol, and Irene K. Hricko,
incorporated by reference from Eagle's Annual Report
on Form 10-K for the year ended September 30, 1989.
(m) Employment Agreement dated July 1, 1989 among
Eagle, Torrington and Mark J. Blum, incorporated by
reference from Eagle's Annual Report on Form 10-K for
the year ended September 30, 1989.
(n) Employment Agreement dated July 1, 1989 among
Eagle, Torrington and Robert J. Britton, incorporated
by reference from Eagle's Annual Report on Form 10-X
for the year ended September 30, 1989.
(o) Executive Supplemental Compensation Agreement
dated October 31, 1990 between Torrington and Howard
E. Walsh, incorporated by reference from Eagle's
Annual Report on Form 10-K for the year ended
September 30, 1990.
(p) Bristol deferred compensation plan,
incorporated by reference from Pre-Effective
Amendment No. 1 to Eagle's Registration Statement on
Form S-4 (No. 33-21122) filed with the SEC on May 17,
1988.
(q) Eagle Financial Corp. Deferred Compensation
Plan for Non-Employee Directors, incorporated by
reference from Eagle's Annual Report on Form 10-K for
the year ended September 30, 1988.
(r) Bristol Profit Sharing Plan, incorporated by
reference from Eagle's Annual Report on Form 10-K for
the year ended September 30, 1988.
(s) Incentive Stock Option Agreement dated Feb-
ruary 10, 1987 between Eagle and Frank J. Pascale,
incorporated herein by reference from Eagle's Annual
Report on Form 10-K for the year ended September 30,
1987.
(t) Non-Incentive Stock Option Agreement dated
February 10, 1987 between Eagle and Frank J. Pascale,
incorporated herein by reference from Eagle's Annual
Report on Form 10-K for the year ended September 30,
1987.
(u) Incentive Stock Option Agreement dated Feb-
ruary 16, 1989 between Eagle and Frank J. Pascale,
incorporated by reference from Eagle's Annual Report
on Form 10-K for the year ended September 30, 1989.
(v) Non-Incentive Stock Option Agreement dated
February 16, 1989 between Eagle and Frank J. Pascale,
incorporated by reference from Eagle's Annual Report
on Form 10-K for the year ended September 30, 1989.
(w) Incentive Stock Option Agreement dated March
30, 1989 between Eagle and Ralph T. Linsley, incorp-
orated by reference from Eagle's Annual Report on
Form 10-K for the year ended September 30, 1989.
(x) Non-Incentive Stock Option Agreement dated
March 30, 1989 between Eagle and Ralph T. Linsley,
incorporated by reference from Eagle's Annual Report
on Form 10-K for the year ended September 30, 1989.
(y) Non-Incentive Stock Option Agreement dated
November 30, 1987 between Eagle and Howard E. Walsh,
incorporated by reference from Eagle's Registration
Statement on Form S-4 (No. 33-21122) filed with the
SEC on April 8, 1988.
(z) Incentive Stock Option Agreement dated March
30, 1989 between Eagle and Russell H. Modeen, incorp-
orated by reference from Eagle's Annual Report on
Form 10-K for the year ended September 30, 1989.
(aa) Incentive Stock Option Agreement dated March
30, 1989 between Eagle and Ercole J. Labadia, incorp-
orated by reference from Eagle's Annual Report on
Form 10-K for the year ended September 30, 1989.
(bb) Guarantee and Pledge Agreement dated November
l, 1990 between Eagle and Bank of Boston Connecticut,
incorporated by reference from Eagle's Annual Report
on Form 10-K for the year ended September 30, 1990.
(cc) First Amendment to Employment Agreement dated
April 13, 1992 among Eagle, Torrington and Bristol,
and Irene K. Hricko, incorporated by reference from
Eagle's Annual Report on Form 10-K for the year ended
September 30, 1992.
(dd) First Amendment to Employment Agreement dated
April 13, 1992 among Eagle, Torrington and Robert J.
Britton, incorporated by reference from Eagle's
Annual Report on Form 10-K for the year ended Sept-
ember 30, 1992.
(ee) Amendment to Employment Agreement dated
August 31, 1992 between Torrington and Howard E.
Walsh, incorporated by reference from Eagle's Annual
Report on Form 10-K for the year ended September 30,
1992.
Exhibit No. 13. 1992 Annual Report to Shareholders.
A copy of the 1993 Annual Report to Shareholders is attached to this
Report. Portions of the Annual Report to Shareholders have been incorporated
by reference into this Form 10-K.
Exhibit No. 22. Subsidiaries of the Registrant.
A list of Eagle's subsidiaries is included as an exhibit to
this Report.
Exhibit No. 24. Consents
Consent of KPMG Peat Marwick.
Consent of Ernst and Young.
(b) The Registrant filed a Current Report on Form 8-K dated
November 12, 1993 relating to an amendment of its by-laws and
year-end earnings release.
(c) Exhibits to this Form 10-K are attached.
(d) Not applicable.
Exhibit No. 99. Reports
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Report of Ernst and Young.
For the purposes of complying with the amendments to the rules
governing Form S-8 under the Securities Act of 1933, the undersigned registrant
hereby undertakes as follows, which undertaking shall be incorporated by
reference into the registrant's Registration Statements Nos. 33-9166, 33-21122
and 33-28403:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as express
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being register, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Eagle Financial Corp.
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Registrant
Date: March 24, 1994 By: /s/ Ralph T. Linsley
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Ralph T. Linsley
President and Chief
Executive Officer
Date: March 24, 1994 By: /s/ Mark J. Blum
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Mark J. Blum
Vice President and Chief
Financial Officer
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EXHIBIT INDEX
The following additional exhibits are filed as part of this Amendment No.1
on Form 10-K/A. The other exhibits described in Item 14, were filed
previously as part of the Registrants Form 10-K on December 30, 1993.
Exhibit No. 24. Consents
Consent of Ernst & Young.
Exhibit No. 99 Reports
Report of Ernst & Young.
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements
on Form S-8 (No. 33-28403), Form S-8 (33-46092), Form S-3 (No. 33-59882),
and in the related Prospectuses of our report dated October 29, 1992, with
respect to the consolidated financial statements of Eagle Financial Corp.
incorporated by reference in Form 10-K/A for the year ended September 30, 1993.
/s/ Ernst & Young
Hartford, Connecticut
March 16, 1994
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REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
Eagle Financial Corp.
We have audited the accompanying consolidated balance sheet of Eagle Financial
Corp. and subsidiaries as of September 30, 1992, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the two
years in the period ended September 30, 1992. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements 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 statements 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 consolidated financial position of Eagle
Financial Corp. and subsidiaries at September 30, 1992, and the consolidated
results of their operations and their cash flows for each of the two years in
the period ended September 30, 1992, in conformity with generally accepted
accounting principles.
/s/ Ernst & Young
Hartford, Connecticut
October 29, 1992
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