<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Eagle Financial Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
222 MAIN STREET
BRISTOL, CONNECTICUT 06010
(860) 584-6300
DECEMBER 27, 1995
TO THE SHAREHOLDERS OF
EAGLE FINANCIAL CORP.:
You are cordially invited to attend the annual meeting of shareholders (the
"Annual Meeting") of Eagle Financial Corp. ("Eagle") to be held on January 23,
1996 at 11:00 a.m., local time, at the Radisson Inn, 42 Century Drive, Bristol,
Connecticut.
At the Annual Meeting, shareholders of Eagle will be asked to (i) elect four
directors, three for a three-year term and one for a two-year term and (ii) to
ratify the appointment by the Board of Directors of Eagle's independent
auditors. The Board of Directors of Eagle unanimously recommends that you vote
"FOR" the election of the Board's nominees for election as directors and "FOR"
the ratification of the appointment of the Company's independent auditors. You
are urged to read the accompanying proxy statement, which provides information
regarding Eagle and the nominees for election as directors and the proposals.
Sincerely,
[SIGNATURE]
Ralph T. Linsley
CHAIRMAN OF THE BOARD
<PAGE>
[LOGO]
222 MAIN STREET
BRISTOL, CONNECTICUT 06010
(860) 584-6300
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 23, 1996
---------------------
TO THE SHAREHOLDERS OF
EAGLE FINANCIAL CORP.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the "Annual
Meeting") of Eagle Financial Corp. ("Eagle") will be held on Tuesday, January
23, 1996, at 11:00 a.m., local time, at the Radisson Inn, 42 Century Drive,
Bristol, Connecticut for the following purposes:
1. ELECTION OF DIRECTORS. To elect four directors, three for a three-year
term and one for a two-year term (Proposal One);
2. RATIFICATION OF APPOINTMENT OF AUDITORS. To ratify the appointment by
the Board of Directors of the firm of KPMG Peat Marwick LLP as independent
auditors of Eagle for the fiscal year ending September 30, 1996 (Proposal Two);
and
3. OTHER BUSINESS. To transact such other business as may properly come
before the meeting or any adjournments thereof.
The Board of Directors of Eagle has fixed the close of business on December
11, 1995 as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. Only shareholders of record at the
close of business on that date will be entitled to notice of and to vote at the
Annual Meeting or any adjournments thereof.
Sincerely,
[SIGNATURE]
Ralph T. Linsley
CHAIRMAN OF THE BOARD
Bristol, Connecticut
December 27, 1995
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
ANNUAL MEETING
PROXY STATEMENT
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----------
<S> <C>
INTRODUCTION............................................................................................... 1
General.................................................................................................. 1
Solicitation, Voting and Revocability of Proxies......................................................... 1
ELECTION OF DIRECTORS (Proposal One)....................................................................... 2
MANAGEMENT................................................................................................. 6
Executive Officers....................................................................................... 6
Executive Compensation................................................................................... 7
Report of the Compensation and Stock Option Committees................................................... 11
Compensation and Stock Option Committees Interlocks and Insider Participation............................ 12
Comparative Company Performance.......................................................................... 13
Section 16(a) Compliance................................................................................. 14
Certain Transactions..................................................................................... 14
STOCK OWNED BY MANAGEMENT.................................................................................. 16
PRINCIPAL HOLDERS OF VOTING SECURITIES OF EAGLE............................................................ 18
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (Proposal Two)......................................... 18
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS............................................................... 19
OTHER MATTERS.............................................................................................. 19
</TABLE>
<PAGE>
EAGLE FINANCIAL CORP.
222 MAIN STREET
BRISTOL, CONNECTICUT 06010
(860) 584-6300
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF EAGLE SHAREHOLDERS
TO BE HELD ON JANUARY 23, 1996
------------------------
INTRODUCTION
GENERAL
This Proxy Statement (the "Proxy Statement") is being furnished to the
shareholders of Eagle Financial Corp., a Delaware corporation ("Eagle" or the
"Company"), as part of the solicitation of proxies by its board of directors
(the "Board of Directors" or the "Board") from holders of the outstanding shares
of Eagle common stock, par value $.01 per share ("Common Stock"), for use at the
Annual Meeting of Shareholders of Eagle to be held on January 23, 1996 and at
any adjournments thereof (the "Annual Meeting"). At the Annual Meeting,
shareholders will be asked to elect four members of the Board of Directors
(Proposal One), to ratify the appointment by the Board of Directors of the firm
of KPMG Peat Marwick LLP as independent auditors of Eagle for the fiscal year
ending September 30, 1996 (Proposal Two), and to transact such other business as
may properly come before the meeting or any adjournments thereof. This Proxy
Statement, together with the enclosed proxy card, is first being mailed to
shareholders of Eagle on or about December 27, 1995.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
The Board of Directors has fixed the close of business on December 11, 1995
as the record date for the determination of the Eagle shareholders entitled to
notice of and to vote at the Annual Meeting. Accordingly, only holders of record
of shares of Common Stock at the close of business on such date will be entitled
to vote at the Annual Meeting, with each such share entitling its owner to one
vote on all matters properly presented at the Annual Meeting. On the record
date, there were 1,796 holders of record of the 4,476,691 shares of Common Stock
then outstanding. The presence, in person or by proxy, of at least one-third of
the total number of outstanding shares of Common Stock entitled to vote at the
Annual Meeting is necessary to constitute a quorum at the Annual Meeting for the
election of directors and other matters. Shareholders' votes will be tabulated
by the persons appointed by the Board of Directors to act as inspectors of
election for the Annual Meeting. All shares represented and entitled to vote at
the Annual Meeting, whether voted or abstaining from voting, will be counted as
present and entitled to vote. Broker non-votes will not be treated as a vote
entitled to vote.
If the enclosed form of proxy is properly executed and returned to Eagle in
time to be voted at the Annual Meeting, the shares represented thereby will be
voted in accordance with the instructions marked thereon. EXECUTED BUT UNMARKED
PROXIES WILL BE VOTED FOR THE ELECTION OF THE FOUR NOMINEES FOR ELECTION TO THE
BOARD OF DIRECTORS AND FOR THE RATIFICATION OF THE APPOINTMENT OF PEAT MARWICK
AS EAGLE'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1996.
The Board of Directors does not know of any matters other than those described
in the Notice of Annual Meeting that are to come before the Annual Meeting. If
any other matters are properly brought before the Annual Meeting, the persons
named in the proxy will vote the shares represented by such proxy upon such
matters as determined by a majority of the Board of Directors.
The presence of a shareholder at the Annual Meeting will not automatically
revoke such shareholder's proxy. A shareholder may, however, revoke a proxy at
any time prior to its exercise by filing a
1
<PAGE>
written notice of revocation with, or by delivering a duly executed proxy
bearing a later date to, Irene K. Hricko, Vice President and Corporate
Secretary, Eagle Financial Corp., 222 Main Street, Bristol, Connecticut 06010 or
by attending the Annual Meeting and voting in person.
The cost of soliciting proxies will be borne by Eagle. In addition to use of
the mails, proxies may be solicited personally or by telephone or telegraph by
directors, officers and employees of Eagle. Eagle also will request persons,
firms and companies holding shares in their names or in the names of their
nominees, which are beneficially owned by others, to send proxy materials to and
obtain proxies from such beneficial owners. Eagle will reimburse such persons
for their reasonable expenses incurred in that connection.
A copy of the Annual Report to Shareholders for the fiscal year ended
September 30, 1995 accompanies this Proxy Statement. THE COMPANY IS REQUIRED TO
FILE AN ANNUAL REPORT FOR ITS FISCAL YEAR ENDED SEPTEMBER 30, 1995 ON FORM 10-K
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"). SHAREHOLDERS MAY
OBTAIN, FREE OF CHARGE, A COPY OF THE FORM 10-K (WITHOUT EXHIBITS) BY WRITING TO
IRENE K. HRICKO, VICE PRESIDENT AND CORPORATE SECRETARY, EAGLE FINANCIAL CORP.,
222 MAIN STREET, BRISTOL, CONNECTICUT 06010.
ELECTION OF DIRECTORS
(PROPOSAL ONE)
At the Annual Meeting, four directors will be elected, three for a
three-year term and one for a two-year term. Unless otherwise specified on the
proxy, it is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the election as directors of the
persons named below as nominees. The Board of Directors believes that the
nominees will stand for election and will serve if elected as directors.
However, if any of the persons nominated by the Board of Directors fails to
stand for election or is unable to accept election, the proxies will be voted
for the election of such other person as the Board of Directors may recommend.
Pursuant to the Company's Bylaws, the Board of Directors currently is
comprised of nine people which, pursuant to the Company's Restated Certificate
of Incorporation, are divided into three classes, with the number of directors
in each class to be as nearly equal in number as possible. The term of office of
only one class of directors expires each year, and their successors are elected
for terms of three years and until their successors are elected and qualified.
Effective as of the January 1995 annual meeting and upon the resignation of Mr.
Frank J. Pascale, the Board was reduced from 10 to nine directors. Effective as
of the Annual Meeting, the Board is being reclassified so that there will be
three directors in the class of directors whose terms of office will expire at
the 1997 annual meeting, three directors in the class of directors whose terms
of office will expire at the 1998 annual meeting and three directors in the
class of directors whose terms of office will expire at the 1999 annual meeting.
Of the four directors whose terms of office expire at the Annual Meeting, three
of these directors, Messrs. Carpenter, LaPorta and Lasewicz, have been nominated
by the Board of Directors of the Company to serve for three-year terms, and one
of the directors, Mr. Robert J. Britton, has been nominated by the Board of
Directors of the Company to serve for a two-year term. There is no cumulative
voting for election of directors. The four nominees receiving the greatest
number of votes cast for the election of directors at the Annual Meeting will
become directors at the conclusion of the tabulation of votes.
Eagle is the holding company for Eagle Federal Savings Bank (the "Bank"),
which is the resulting institution from the merger on January 1, 1993 of Eagle's
then two savings institution subsidiaries, First Federal Savings and Loan
Association of Torrington ("Torrington") and Bristol Federal Savings Bank
("Bristol"). Each director of Eagle currently also serves as a director of the
Bank.
INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS. The following table
sets forth the names of the Board of Directors' nominees for election as a
director and those directors who will continue to
2
<PAGE>
serve after the Annual Meeting. Also set forth is certain other information with
respect to each such person's age at December 1, 1995, principal occupation or
employment during the past five years, the periods during which he has served as
a director of Eagle and positions currently held with Eagle.
<TABLE>
<CAPTION>
EXPIRATION
DIRECTOR OF CURRENT
AGE SINCE TERM POSITION(S) HELD WITH EAGLE
--- ----------- ----------- -----------------------------------
<S> <C> <C> <C> <C>
NOMINEES FOR 3-YEAR TERMS:
George T. Carpenter.............................. 54 1988 1996 Director
Thomas V. LaPorta................................ 65 1986 1996 Director
Steven E. Lasewicz, Jr........................... 57 1990 1996 Director
NOMINEE FOR 2-YEAR TERM:
Robert J. Britton................................ 43 1992 1996 Director; President and Chief
Executive Officer
CONTINUING DIRECTORS:
Richard H. Alden................................. 59 1988 1998 Director
Theodore M. Donovan.............................. 62 1988 1997 Director
Ralph T. Linsley................................. 61 1988 1997 Chairman of the Board
John F. McCarthy................................. 55 1986 1997 Director
Ernest J. Torizzo................................ 55 1990 1998 Director
</TABLE>
GEORGE T. CARPENTER became a director of Bristol in 1972. Upon the merger of
Bristol's holding company with Eagle in 1988, he also became a director of
Eagle. Upon the merger of Bristol with Torrington in 1993, he became a director
of the Bank. Since 1977, Mr. Carpenter has been President and Treasurer of S.
Carpenter Construction Co., Carpenter Realty Co. and, until late September 1995,
Bristol Shopping Plaza, Inc., which firms are headquartered in Bristol,
Connecticut. Mr. Carpenter is a director of Barnes Group, Inc., a manufacturer
of springs and aircraft parts and distributor of automobile parts, which is
headquartered in Bristol, Connecticut.
THOMAS V. LAPORTA has been a director of Torrington since 1979 and became a
director of Eagle upon its formation in 1986. Upon the merger of Torrington and
Bristol in 1993, he continued as a director of the Bank. Mr. LaPorta has been
President and Chairman of the Board of the LaPorta Funeral Home in Torrington,
Connecticut since 1956.
STEVEN E. LASEWICZ, JR. became a director of Bristol in 1986, a director of
Eagle in 1990 and was a director of Torrington between 1990 and 1992. Upon the
merger of Bristol and Torrington in 1993, Mr. Lasewicz continued as a director
of the Bank. He has been President of SELCO Controls, Inc. since 1977. The firm
is headquartered in Bristol, Connecticut and installs and services temperature
control and building automation systems. Mr. Lasewicz has been a Senior Account
Executive with Barber-Colman/Cosentino, Inc. since 1993. The firm is
headquartered in East Granby, Connecticut and engaged in business activities
similar to SELCO Controls, Inc.
ROBERT J. BRITTON is a director and the President and Chief Executive
Officer of Eagle and the Bank. He joined Torrington in 1978 and became Vice
President and Chief Lending Officer of Torrington in 1983 and Executive Vice
President of Torrington in 1989. He has served as an executive officer of Eagle
since 1991 and as a director of Eagle and the Bank since 1992. Upon the merger
of Bristol and Torrington in 1993, Mr. Britton became the President and Chief
Operating Officer of the Bank. Mr. Britton became President and Chief Executive
Officer of Eagle and Chief Executive Officer of the Bank effective as of
September 30, 1994.
RICHARD H. ALDEN became a director of Bristol in 1977. Upon the merger of
Bristol's holding company with Eagle in 1988, Mr. Alden became a director of
Eagle. Upon the merger of Bristol and Torrington in 1993, he continued as a
director of the Bank. He has been engaged in the private practice of law since
1962 in Bristol, Connecticut.
3
<PAGE>
THEODORE M. DONOVAN became a director of Bristol in 1982 and, upon the
merger of Bristol's holding company with Eagle in 1988, Mr. Donovan became a
director of Eagle. Upon the merger of Bristol and Torrington in 1993, Mr.
Donovan continued as a director of the Bank. Mr. Donovan has been in the private
practice of law in Bristol, Connecticut since 1959.
RALPH T. LINSLEY is Chairman of the Board of Eagle and the Bank. He was
employed by Bristol in 1956 and became its President in 1971. Mr. Linsley became
Chairman of the Board of Bristol in 1986 and Chairman of the Board of Bristol's
holding company prior to its combination with Eagle in 1988, when he became Vice
Chairman of the Board of Eagle. Upon the merger of Bristol and Torrington in
1993, Mr. Linsley became the Chief Executive Officer of the Bank and continued
as a director of the Bank. In January 1994, he became Chairman of the Board of
the Bank. Mr. Linsley retired as President and Chief Executive Officer of Eagle
and Chief Executive Officer of the Bank effective September 30, 1994 and retired
as an employee of Eagle and the Bank effective December 31, 1994. In January
1995, Mr. Linsley became Chairman of the Board of Eagle. Also, commencing
January 1, 1995, Mr. Linsley became a consultant to Eagle.
JOHN F. MCCARTHY became a director of Torrington in 1984, a director of
Eagle upon its formation in 1986 and upon the merger of Torrington and Bristol
in 1993, continued as a director of the Bank. Since 1970, he has been the
President of J&M Sales, Inc., a Torrington-based beer distributorship, and since
1979, he has been the President of Thames River Recycling Co. in Middletown,
Connecticut.
ERNEST J. TORIZZO became a director of Torrington in 1984, a director of
Eagle in 1990, and upon the merger of Torrington and Bristol in 1993, continued
as a director of the Bank in 1993. Since 1975, he has been Executive Vice
President of O&G Industries, Inc., a construction company headquartered in
Torrington, Connecticut. Mr. Torizzo is also part owner and a director of
Burlington Construction Company in Torrington, Connecticut.
BOARD OF DIRECTORS COMMITTEES AND NOMINATIONS BY SHAREHOLDERS. The Board of
Directors of Eagle acts as a nominating committee for selecting nominees for
election as directors. Eagle's Bylaws also permit shareholders eligible to vote
at the Annual Meeting to make nominations for directors if such nominations are
made pursuant to timely notice in writing to the Secretary of Eagle. To be
timely, such notice must be delivered to, or mailed to and received at, the
principal executive offices of Eagle not less than 30 days nor more than 90 days
prior to the date of the meeting, provided that at least 45 days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders. If less than 45 days' notice or prior public disclosure of the
date of the Annual Meeting is given or made to shareholders, notice by the
shareholder must be received by Eagle not later than the close of business on
the 15th day following the day on which such notice of the date of the Annual
Meeting was mailed or such public disclosure was made. Public disclosure of the
date of the Annual Meeting was made by the issuance of a press release and by
filing a Current Report on Form 8-K under the Securities Exchange Act of 1934
(the "Exchange Act") with the SEC on November 9, 1995. A shareholder's notice of
nomination must also set forth certain information specified in Article III,
Section 13 of Eagle's Bylaws concerning each person the shareholder proposes to
nominate for election and the nominating shareholder. Eagle has not received any
nominations for directors from shareholders.
The Board of Directors of Eagle has appointed a standing Audit Committee
which met five times during the 1995 fiscal year. The members of the Audit
Committee currently are Messrs. LaPorta, Lasewicz and Carpenter. The Audit
Committee reviews the scope and results of the independent annual audit. The
Audit Committee also reviews the scope and results of audits performed by the
Company's internal auditor.
The Compensation Committee of the Board of Directors reviews employee
compensation and makes recommendations to the Board regarding changes in
compensation. In addition, the Board of Directors has appointed a Stock Option
Committee to administer the Company's stock option plans and to make grants of
options thereunder. During the 1995 fiscal year, the Compensation Committee
4
<PAGE>
and Stock Option Committee held six and one meetings, respectively. The members
of the Compensation Committee currently are Messrs. Alden, Donovan, Linsley,
McCarthy and Torizzo. The Stock Option Committee currently consists of the
following non-employee directors: Messrs. Alden, Carpenter, Donovan, LaPorta,
Lasewicz, McCarthy and Torizzo.
In October 1994, the Board of Directors of Eagle established a Loan
Oversight Committee which met 11 times during the 1995 fiscal year. The members
of the Loan Oversight Committee currently are Messrs. Britton, Carpenter,
Linsley, McCarthy and Torizzo. The Loan Oversight Committee reviews commercial
loan applications and monitors the Bank's commercial loan portfolio.
During the 1995 fiscal year, Eagle held 15 meetings of the Board of
Directors. Each incumbent director attended more than 75% of the aggregate of
the total number of meetings held by the Board and of the total number of
meetings held by all committees of the Board on which he served during the
period that he served.
COMPENSATION OF DIRECTORS. Each non-employee director of Eagle receives an
annual retainer of $8,000 (including amounts paid by the Bank), $750 ($850 for
the Chairman) (including amounts paid by the Bank) for each regular or special
Board meeting attended, and $700 for each committee meeting attended ($800, if a
committee chairman).
Under Eagle's deferred compensation plan for non-employee directors of Eagle
and its subsidiaries, non-employee directors are permitted to defer all or a
portion of their director and committee fees until they cease to be directors.
Interest is paid on deferred amounts at a rate determined by the Board of
Directors. During fiscal 1995, interest on deferred amounts was paid at the rate
paid on the Bank's three-year certificate of deposit accounts as last set on
December 20, 1994. A director's deferred compensation under the plan generally
will be paid to such director only upon his retirement as a director, but the
director may apply to the Board of Directors to withdraw up to 100% of the value
of his deferred compensation account. During the 1995 fiscal year, Messrs.
Lasewicz and Linsley deferred a total of $22,450 and $17,033, respectively, and
are the only directors who deferred fees in fiscal 1995.
The Eagle deferred compensation plan replaced deferred compensation
arrangements which Bristol and Torrington had for non-employee directors, but
does not adversely affect the amounts previously accrued by such directors under
such arrangements. Before January 1, 1995, Mr. Linsley was ineligible to
participate in the Eagle deferred compensation plan because he was an employee
of Eagle. Mr. Linsley had previously deferred amounts under the Bristol deferred
compensation arrangement, which is substantially similar to the Eagle deferred
compensation plan except that no additional deferrals are permitted. During
1995, the Bristol arrangement was amended retroactively so that interest is
accrued on the deferred amounts at the same rate that is applicable to amounts
deferred under Eagle's deferred compensation plan.
Since January 1, 1994, Eagle has maintained a Post-Retirement Compensation
Plan for Outside Directors (the "Post-Retirement Compensation Plan") under which
participating non-employee directors may receive post-retirement benefits
following their termination of service with Eagle's Board of Directors due to
retirement or removal from service, failure to be reelected to the Board after
accepting the nomination, becoming disabled or after a "change in control" as
defined under the Post-Retirement Compensation Plan. To be eligible to receive
such post-retirement benefits, the director may not have been an employee or
officer of Eagle or its subsidiaries and must have served five years on Eagle's
Board. Following his service with Eagle's Board of Directors, a participating
non-employee director shall continue to receive the annual retainer fee paid
during the last year such director served on the Board for a period equal to the
number of years and partial years served on the Board, up to a maximum of 10
years. In the event of the death of a participating director prior to
commencement of benefits under the Post-Retirement Compensation Plan or prior to
receiving the total number of payments to which he is entitled, a payment equal
to 100% of the benefit payable under the Post-Retirement Compensation Plan will
be made to the director's beneficiary or estate. No benefits are payable to a
director under the Post-Retirement Compensation Plan who is removed from service
by
5
<PAGE>
regulatory authorities or who is removed from the Board for cause by Eagle's
shareholders. No payments were made to any director under the Post-Retirement
Compensation Plan during the 1995 fiscal year.
Eagle has four stock option plans (the "Option Plans"), which were approved
by the shareholders of Eagle, or, in the case of the Bristol 1987 Option Plan,
by the shareholders of Bristol's holding company prior to its combination with
Eagle. The Option Plans are for the benefit of officers, directors and directors
emeriti of Eagle and its subsidiaries. Under Eagle's 1991 Stock Option Plan, as
amended, new non-employee directors of Eagle will receive options for 8,250
shares (as adjusted for the Company's subsequent 10% stock dividend) upon the
completion of one year of service as a director, subject to the availability of
options. Also under the 1991 Stock Option Plan, pursuant to amendments adopted
in November 1994 and approved by shareholders at the 1995 annual meeting, each
outside director of Eagle serving in November 1994 received a one-time grant of
an option to purchase 8,250 shares at an exercise price of $18.18 per share (as
adjusted for the Company's subsequent 10% stock dividend). In November 1994,
although Mr. Linsley had retired as President and Chief Executive Officer, he
continued to be an executive employee and received a grant of options for 8,250
shares (as adjusted for the Company's subsequent 10% stock dividend).
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF ITS NOMINEES FOR DIRECTOR.
MANAGEMENT
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers of Eagle. All executive officers serve pursuant to employment
agreements. See "Management -- Executive Compensation."
<TABLE>
<CAPTION>
AGE AT
DECEMBER 1,
NAME 1995 POSITION(S) HELD WITH EAGLE
- -------------------- ----------------- --------------------------------------------------
<S> <C> <C>
Robert J. Britton 43 President and Chief Executive Officer
Mark J. Blum 42 Vice President and Chief Financial Officer
Irene K. Hricko 64 Vice President and Corporate Secretary
Ercole J. Labadia 60 Vice President -- Administration
Barbara S. Mills 59 Vice President and Treasurer
</TABLE>
Information concerning the principal occupation of Mr. Britton is set forth
under "Election of Directors." Information concerning the principal occupation
during the last five years of those executive officers of Eagle who are not
directors of Eagle is set forth below.
MARK J. BLUM, Vice President and Chief Financial Officer of Eagle, joined
Torrington in 1985 and became Treasurer in 1986. He has held similar positions
with Eagle since its formation in 1986. Upon the merger of Bristol with
Torrington in 1993, Mr. Blum became Senior Vice President and Chief Financial
Officer of the Bank.
IRENE K. HRICKO, Vice President and Corporate Secretary of Eagle, has served
in such positions with Eagle since its formation in 1986. Upon the merger of
Bristol with Torrington in 1993, Ms. Hricko became Vice President and Corporate
Secretary of the Bank. Prior thereto, she had been Vice President and Corporate
Secretary of both Torrington and Bristol.
ERCOLE J. LABADIA, Vice President -- Administration of Eagle, has served in
such capacity with Eagle since 1988. Upon the merger of Bristol with Torrington
in 1993, Mr. Labadia became Executive Vice President -- Administration and
Operations of the Bank. Prior thereto, he had served as Executive Vice President
of Bristol since 1989.
6
<PAGE>
BARBARA S. MILLS, Vice President and Treasurer of Eagle, has served in such
positions with Eagle since 1988. Upon the merger of Bristol with Torrington
1993, Ms. Mills became Vice President and Treasurer of the Bank. Prior thereto,
Ms. Mills had served as Chief Financial Officer of Bristol since 1982.
EXECUTIVE COMPENSATION
COMPENSATION. The following table sets forth the salary compensation, cash
bonus and certain other forms of compensation paid by Eagle and its subsidiaries
for services rendered in all capacities during fiscal 1995, 1994 and 1993 to the
President and Chief Executive Officer of Eagle during fiscal 1995, and to each
of the other most highly compensated executive officers of Eagle whose total
annual salary and bonus for fiscal 1995 exceeded $100,000 (the "named executive
officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL --------------------
COMPENSATION SECURITIES
FISCAL -------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION(S) YEAR SALARY $ BONUS $ OPTIONS (B) COMPENSATION $ (C)
- ----------------------------------------- --------- --------- --------- -------------------- ------------------
<S> <C> <C> <C> <C> <C>
Robert J. Britton (a) 1995 183,846 20,000 27,500 21,050
President, Chief Executive 1994 132,460 32,200 5,250 19,458
Officer and Director of Eagle 1993 121,444 25,000 6,710 12,441
and of the Bank
Ercole J. Labadia 1995 133,484 14,000 16,500 22,577
Vice President -- Administration 1994 111,177 27,140 3,750 16,430
of Eagle and Executive Vice 1993 108,641 16,000 4,480 11,864
President of the Bank
Mark J. Blum 1995 113,269 12,000 16,500 18,410
Vice President and Chief 1994 89,038 21,850 3,750 13,192
Financial Officer of Eagle and 1993 82,532 14,000 2,563 8,405
Senior Vice President and
Chief Financial Officer of the
Bank
</TABLE>
- ------------------------
(a) Mr. Britton was elected President and Chief Executive Officer of Eagle and
Chief Executive Officer of the Bank effective upon the retirement of Ralph
T. Linsley as President and Chief Executive Officer of Eagle and Chief
Executive Officer of the Bank effective September 30, 1994. Mr. Linsley
retired as an executive employee of Eagle and the Bank effective December
31, 1994. Although Mr. Linsley was an executive employee for a portion of
fiscal 1995, his total annual salary and bonus, including directors fees,
for 1995 did not exceed $100,000. As reflected in last year's proxy
statement under "All Other Compensation," additional amounts are payable
(and were paid in fiscal 1995) to Mr. Linsley in connection with his
retirement, including payments under a consulting agreement and supplemental
executive retirement plan, discussed elsewhere herein.
(b) Option awards in fiscal 1995, 1994 and 1993 are adjusted to reflect a ten
percent stock dividend paid on September 1, 1993 and March 1, 1995.
(c) All other compensation includes, as the case may be, $593 of premiums paid
by the Company for term life insurance for Mr. Labadia and amounts
contributed to the non-contributory employee stock ownership plan (the
"ESOP") on behalf of each named executive officer. Participants share
proportionately, based on their annual compensation, in the benefits of the
contributions made to the ESOP and share proportionately, based on the
amount credited to their respective accounts
7
<PAGE>
under the ESOP, in the investment earnings or losses of the trust fund.
Fleet Bank, N.A. acts as trustee of the ESOP. For fiscal year 1995, Messrs.
Britton, Labadia and Blum were allocated 706.88 shares, 706.88 shares and
636.75 shares, respectively, pursuant to the ESOP, having a value (based on
the market value on September 30, 1995) of $16,258, $16,258 and $14,645,
respectively. All other compensation also includes matching contributions
under the Eagle Financial Corp. Financial Institutions Thrift Plan, as
adopted in October 1994, of $2,923, $2,046 and $1,754 for Messrs. Britton,
Labadia and Blum, respectively.
OPTION GRANTS. The following table contains information with respect to
grants of stock options to each of the named executive officers during the
fiscal year ended September 30, 1995. All such grants were made under Eagle's
Amended 1991 Stock Option Plan.
OPTION GRANTS IN 1995 FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE
AT ASSUMED ANNUAL RATES
INDIVIDUAL GRANTS (A) OF
- ------------------------------------------------------------------------------------------------ STOCK PRICE APPRECIATION
% OF TOTAL FOR
NUMBER OF OPTIONS GRANTED OPTION TERM (B)
SHARES UNDERLYING TO EMPLOYEES EXERCISE EXPIRATION ------------------------
NAME OPTIONS GRANTED (#) IN FISCAL YEAR PRICE ($/SH) DATE 5% ($) 10% ($)
- --------------------------- ------------------- --------------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Britton.......... 27,500 17% $ 18.18 11-21-04 $ 275,633 $ 678,893
Ercole J. Labadia.......... 16,500 10% 18.18 11-21-04 165,380 407,336
Mark J. Blum............... 16,500 10% 18.18 11-21-04 165,380 407,336
</TABLE>
- ------------------------
(a) Option grants were made on November 22, 1994 and were exercisable in full as
of such date. All option grants were made at fair market value, as
determined by the closing price of the Common Stock on the day prior to the
date of grant.
(b) The dollar amounts under these columns are the result of calculations at the
5% and 10% assumed annual growth rates mandated by the SEC and, therefore,
are not intended to forecast possible future appreciation, if any, in
Eagle's stock price. The calculations were based on the exercise price.
OPTION EXERCISES AND HOLDINGS. The following table sets forth information
with respect to each of the named executive officers concerning the exercise of
stock options during the fiscal year ended September 30, 1995, and the value of
all unexercised options held by such individuals at such date.
AGGREGATED OPTION EXERCISES IN 1995 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
YEAR-END (#) FISCAL YEAR-END ($)(B)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED ($)(A) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------- --------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Britton..... 3,000 $36,850 48,421 -- $ 345,747 --
Ercole J. Labadia..... -- -- 34,483 -- 292,609 --
Mark J. Blum.......... -- -- 28,214 -- 198,587 --
</TABLE>
- ------------------------
(a) Market value of Common Stock at date of exercise, less the exercise price.
(b) Based on the $23.00 closing price of the Company's Common Stock as reported
on The Nasdaq Stock Market on September 30, 1995, minus the exercise price.
PENSION PLANS. The Bank maintains a qualified defined benefit plan under
the Internal Revenue Code of 1986, as amended (the "Code"), which is subject to
the requirements of the Employee
8
<PAGE>
Retirement Income Security Act of 1974, as amended ("ERISA"). Retirement
benefits are calculated by multiplying 2% of the average of the five highest
years of the employee's salary (including overtime and bonuses, if any) by years
of benefit service partially offset by the Estimated Primary Social Security
Benefit, as defined under the plan. Normal retirement is age 65. Retirement
benefits are fully vested after five years of service. Provisions in the program
allow for benefits to be delayed after age 65 or to be paid to vested
participants who terminate employment after they have attained age 55. Benefits
may be received in one of several forms, including a lump sum cash payment or
monthly installments payable to the employee during his or her life and/or
continuing to a contingent annuitant if he or she survives the employee.
Disability benefits under the plan are limited to the vested early retirement
benefit. If a member in active service dies before age 65 after becoming vested,
the beneficiary would be entitled to a lump sum death benefit equal to the
commuted value of 120 monthly installments, which would have been payable had
his or her allowance commenced on the first day of the month in which the member
died.
At September 30, 1995, 267 persons were eligible to participate in the
pension plan, which number includes 225 employee participants, 20 terminated
employees with a deferred interest, and three retired participants.
The following table illustrates current annual pension benefits under the
Bank's retirement plan for retirement in fiscal year 1995 at age 65 under the
most advantageous provisions available for various levels of compensation, years
of service, and full Social Security benefits. For 1995, pension benefits are
subject to a statutory maximum of $120,000, subject to cost-of-living
adjustments. Additionally, annual compensation in excess of $150,000 (subject to
cost of living increases) may not be used in calculation of retirement benefits.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
ANNUAL ---------------------------------------------------------------
COMPENSATION 15 20 25 30 35
- ------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$100,000 $ 28,100 $ 37,400 $ 46,800 $ 56,100 $ 65,500
125,000 35,600 47,400 59,300 71,100 83,000
150,000 43,100 57,400 71,800 86,100 100,500
175,000 50,600 67,400 84,300 101,100 112,888
200,000 58,100 77,400 96,800 112,888 112,888
225,000 65,600 87,400 109,300 112,888 112,888
250,000 73,100 97,400 112,888 112,888 112,888
300,000 88,100 112,888 112,888 112,888 112,888
400,000 112,888 112,888 112,888 112,888 112,888
450,000 112,888 112,888 112,888 112,888 112,888
500,000 112,888 112,888 112,888 112,888 112,888
</TABLE>
As of September 30, 1995, Messrs. Britton, Labadia and Blum had 17, 38, and
10 years of credited service, respectively, under the pension plan.
EMPLOYMENT AND CONSULTING AGREEMENTS. In April 1994, Mr. Linsley entered
into a new employment agreement with Eagle and the Bank. The agreement was
subsequently amended in July 1994 in connection with Mr. Linsley's notice to
Eagle and the Bank under the agreement that he was retiring as President and
Chief Executive Officer of Eagle and Chief Executive Officer of the Bank
effective September 30, 1994 and would remain as an executive employee of Eagle
and the Bank through December 31, 1994, at which time Mr. Linsley's employment
agreement terminated. Mr. Linsley's annual rate of salary for the 1994 calendar
year during the term of the agreement was $215,000. Mr. Linsley's employment
agreement also provided that upon Mr. Linsley's voluntary termination not
related to a "change in control" as defined in the agreement, Mr. Linsley would
receive special retirement payments from the Bank equal to three times his
annual salary (based on his salary at the
9
<PAGE>
time of such retirement). Such special retirement payments are payable in 60
equal monthly installments and will cease if Mr. Linsley accepts employment with
a significant competitor of the Bank. For fiscal 1995, such payments were
$96,750.
Mr. Linsley has a consulting agreement with Eagle which provides that Mr.
Linsley will provide consulting services to Eagle (not to exceed 1,000 hours per
year) for a five year period commencing January 1, 1995 following his retirement
as an employee of Eagle at an annual rate of $50,000. The compensation and other
benefits available to Mr. Linsley thereunder continue for the term of the
agreement in the event of his death prior to reaching the age of 70.
In April 1994, Mr. Britton entered into a new employment agreement with
Eagle and the Bank. His employment agreement was subsequently amended in July
1994 in connection with the appointment of Mr. Britton as President and Chief
Executive Officer of Eagle and Chief Executive Officer of the Bank effective
September 30, 1994. Mr. Britton's annual salary for the calendar year under the
agreement is $200,000, with such increases as determined by the boards of
directors of Eagle and the Bank. Mr. Britton's salary then in effect under the
agreement may not be decreased without his written consent. Mr. Britton's
agreement currently expires on March 31, 1998 and may be renewed by the Bank and
Eagle by written notice for one additional year on March 31, 1996 and each
subsequent March 31 thereafter during the term of the agreement, unless Mr.
Britton gives contrary written notice to Eagle and the Bank prior to the renewal
date.
In April 1994, Mr. Labadia entered into a new employment agreement with
Eagle and the Bank. Mr. Labadia's employment agreement currently expires on
March 31, 1998. The Bank and Eagle may renew the agreement for an additional
one-year period on March 31, 1996, and each subsequent March 31 thereafter
during the term of the agreement, unless he gives contrary written notice prior
to the renewal date to Eagle and the Bank. The agreement provides for an annual
salary for the calendar year of $140,000, subject to annual increases as
determined by the boards of directors of Eagle and the Bank. Mr. Labadia's
salary then in effect under the agreement may not be reduced without his written
consent.
In April 1994, Mr. Blum entered into a new employment agreement with Eagle
and the Bank. His employment agreement currently expires on March 31, 1998.
Eagle and the Bank may renew the agreement by written notice for one additional
year on March 31, 1996 and each subsequent March 31 thereafter during the term
of the agreement, unless Mr. Blum gives contrary written notice prior to the
renewal date. The agreement provides for an annual salary for the calendar year
of $120,000, with such annual increases as determined by the boards of directors
of Eagle and the Bank. Mr. Blum's salary then in effect under the agreement may
not be decreased without Mr. Blum's written consent.
Each of the employment agreements with Messrs. Britton, Labadia and Blum
also provides for participation in Eagle's and the Bank's retirement and
employee benefit plans. Each of the employment agreements may be terminated by
Eagle or the Bank at any time. The employee is not entitled to any benefits
under the employment agreement if he is terminated for "cause" as defined in the
employment agreement. If the employee is terminated "without cause," the
employee will be entitled to a cash payment equal to the employee's salary for
the remainder of the contract term. Each agreement also provides for a payment
to be made to the employee if the employee's service is terminated in connection
with or within two years after a "change in control" of Eagle or the Bank,
unless such termination occurs by virtue of normal retirement, permanent and
total disability or death; provided, however, that the employee shall not have
any right to receive a payment or benefit under the agreement which would be
considered a "parachute payment" under the Code. If the employee's termination
within two years of a change in control was voluntary with "good reason" or was
involuntary, the employee shall receive a lump-sum payment equal to three times
the employee's average annual compensation (as calculated for federal income tax
reporting purposes) for the prior five years prior to such change in control
less one dollar. It is currently estimated that, in the event of an involuntary
termination of employment or a voluntary termination with "good reason"
following a change of control, the amount payable to Messrs. Britton, Labadia
and Blum would be $369,000,
10
<PAGE>
$354,864 and $270,614, respectively. The severance payments are limited to one
year's compensation in the case of a voluntary termination without "good reason"
after a "change in control." In addition to the foregoing severance payments, in
the event of the employee's termination "without cause" or following a change in
control, the employee is entitled to life, health and disability insurance
coverage for the remaining term of his employment contract and to continued
director's and officer's liability coverage.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEES
The Company's compensation program is administered by the Compensation
Committee comprised of five non-employee members of the Company's Board of
Directors. All decisions by the committee relating to the compensation of
executive officers are approved by the full board. In addition, the Company's
Stock Option Committee, consisting of all of the disinterested non-employee
directors, makes all decisions concerning stock option grants. The decisions of
the Stock Option Committee are taken into account by the Compensation Committee
in the course of its analysis of appropriate compensation levels.
The Company's executive compensation program provides competitive levels of
compensation designed to integrate pay with the Company's annual and long term
performance goals. Underlying this objective are the following concepts:
supporting an individual pay-for-performance policy that differentiates
compensation levels based on corporate and individual performance; motivating
key senior officers to achieve strategic business objectives and rewarding them
for that achievement; providing compensation opportunities which are competitive
to those offered in the marketplace, thus allowing the Company to compete for
and retain talented executives who are critical to the Company's long term
success; and aligning the interests of executives with the long term interests
of the Company's stockholders.
In the interests of balancing all key shareholder interests, the
Compensation Committee believes that the compensation of the Chief Executive
Officer ("CEO") of the Company, along with the compensation of other executive
officers, should be comprised of a combination of base pay, short-term annual
incentive bonus and long-term stock options. While these elements are balanced
in total in comparison to other banking organizations, the Compensation
Committee believes that potential compensation in the form of
performance-related variable compensation should be emphasized. Variable
compensation will be both short-term and long-term based. The resulting total
package has been designed to reward executives for the creation of long-term
shareholder value in excess of other comparable organizations.
BASE SALARY. In determining the appropriate amount of fixed base pay for
executives, the Compensation Committee compared the executive officers' base
salaries with those paid to executives of 26 thrift companies with assets of
$500,000 to $1 billion. The Compensation Committee targeted salary range
midpoints at the marketplace average, with adjustments made to reflect
individual executive performance, experience and contribution. Also considered
was the fact that Eagle has consistently performed better than similarly sized
thrifts.
INCENTIVE BONUS. The bonus component paid to executive officers is based on
the Company's Annual Incentive Compensation Plan, which is structured to pay
bonuses only upon fulfillment of predetermined corporate and individual goals.
Annual bonus payouts range from up to 40% of base pay for the CEO and up to 25%
of base pay for vice presidents. Full bonus payouts are made only if the
Company's performance goals for return on average assets, return on average
equity and expense ratio are exceeded. Bonuses are not available if minimum
performance goals are not met. At its November 28, 1995 meeting, the Board of
Directors determined that bonuses for fiscal 1995 would be paid at a level of
10% of base salary since Eagle's return on equity of 12.68%, return on assets of
0.95% and expense ratio of 2.11% exceeded minimum bonus targeted levels of
10.84%, 0.86% and 2.31%, respectively.
11
<PAGE>
STOCK OPTIONS. To encourage growth in shareholder value, stock options are
granted under the Company's option plans to key management personnel who are in
a position to make substantial contributions to the long-term success of the
Company. The Stock Option Committee and the Compensation Committee believe that
the grant of options focuses attention on managing the Company from the
perspective of an owner with an equity stake in the business. The Stock Option
Committee determined that additional option grants to executive officers during
fiscal 1995 would reward them for the Company's performance in fiscal 1995 and
further reinforce the link between executive and shareholder interests. All
options were granted at the current market price on the date of grant. Since the
value of an option bears a direct relationship to the Company's stock price, it
serves as an effective long-term incentive, which is highly compatible with the
interests of shareholders, and is therefore an important element of the
Company's compensation policy.
CEO COMPENSATION. Mr. Britton's performance-based compensation, both the
short-term incentive bonus and the long-term stock option incentive, was
established after considering Eagle's fiscal 1995 performance relative to other
banks, thrifts and holding companies the Company compares itself to for purposes
of establishing executive officers' salaries. Eagle achieved record net income
of $11 million in fiscal 1995 and an increase of 12% over earnings per share for
the prior year. Eagle has now recorded higher earnings for six consecutive years
despite recessionary conditions in many of those years. Eagle's return on equity
of 12.68%, return on assets of 0.95% and expense ratio of 2.11% for fiscal 1995
compare favorably with the Connecticut and national industry averages. Eagle's
level of non-performing assets to total assets has remained well below the
Connecticut, New England and national averages during the recession. In fiscal
1995 and over the last five years, Eagle's stock has outperformed both the S&P
500 and a peer index by a significant margin. See "Comparative Company
Performance."
<TABLE>
<CAPTION>
STOCK OPTION COMMITTEE COMPENSATION COMMITTEE
- --------------------------------------- ---------------------------------------
<S> <C>
Theodore M. Donovan, Chairman Theodore M. Donovan, Chairman
Richard H. Alden Richard H. Alden
George T. Carpenter Ralph T. Linsley
Steven E. Lasewicz, Jr. John F. McCarthy
Thomas V. LaPorta Ernest J. Torizzo
John F. McCarthy
Ernest J. Torizzo
</TABLE>
COMPENSATION AND STOCK OPTION COMMITTEES INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee for fiscal 1995 is comprised of the five
non-employee directors listed above. Upon becoming a non-employee director, Mr.
Ralph T. Linsley was added to the Committee. The Stock Option Committee is
comprised of the seven non-employee directors listed above.
Mr. Linsley retired as President and Chief Executive Officer of Eagle and
Chief Executive Officer of the Bank effective September 30, 1994. He remained an
executive employee of Eagle and the Bank through December 31, 1994.
Richard H. Alden, a director of Eagle and the Bank, is a partner in the law
firm of Anderson, Alden, Hayes & Ziogas LLC, located in Bristol, Connecticut.
The Bank retains Mr. Alden's law firm with regard to a variety of legal matters
and has paid such firm legal fees totaling $71,511, a portion of which was
reimbursed to the Bank by third parties, for services rendered from October 1,
1994 to September 30, 1995.
George T. Carpenter, a director of Eagle and the Bank, is the President and
Treasurer of Carpenter Realty Co. ("CRC"). CRC has two loans outstanding from
the Bank in which the Bank has participation interests. Eagle believes that the
loans, in which the Bank's interests include (1) an original participation
amount of $2,340,000 (with respect to a loan in the amount of $9,000,000) which
had a participation balance of $2,274,079 on September 30, 1995, and (2) an
original participation amount of $130,000 (with respect to a loan in the amount
of $500,000) which had a participation
12
<PAGE>
balance of $130,000 on September 30, 1995, were made in the ordinary course of
business, and neither involve more than normal risk of collectability nor
present other unfavorable features. Mr. Carpenter is the President and Treasurer
of S. Carpenter Construction Co., headquartered in Bristol, Connecticut. S.
Carpenter Construction Co. remodeled the corporate offices of Eagle and the Bank
in the Funk Building for a contract sum of $244,735, against which payments
totaling $170,784 were made in fiscal 1995. Mr. Carpenter was the President and
Treasurer of Bristol Shopping Plaza, Inc. until late September 1995, at which
time the name of this entity was changed to Bristol Holding LLC. In 1992,
Bristol entered into a five-year lease for office space with S. Carpenter
Construction Co., CRC, and Bristol Shopping Plaza, Inc. for an annual rent of
$45,000 for the first two years plus maintenance fees, which rent is increased
by $2,500 annually for each of the three years thereafter. During fiscal 1991,
Bristol entered into a five-year lease for office space with CRC for an annual
rent of $19,800 plus maintenance fees, which rent is increased by $2,200
annually for the second and third years. Eagle and its subsidiaries paid such
affiliated entities of Mr. Carpenter an aggregate of $91,527 in rental and
maintenance fees for the period from October 1, 1994 to September 30, 1995.
Theodore M. Donovan, a director of Eagle and the Bank, is a partner in the
law firm of Furey, Donovan, Eddy, Kocsis, Tracy & Daly, P.C., located in
Bristol, Connecticut. The Bank has retained Mr. Donovan's law firm with regard
to a variety of legal matters. The Bank paid such firm legal fees totaling
$20,768, a portion of which was reimbursed to the Bank by third parties, for
services rendered from October 1, 1994 to September 30, 1995.
Steven E. Lasewicz, Jr., a director of Eagle and the Bank, is President of
SELCO Controls, Inc., located in Bristol, Connecticut. For the period from
October 1, 1994 to September 30, 1995, SELCO Controls, Inc. provided temperature
control system maintenance and emergency services to the Bank, for which it was
paid $2,662.
Ernest J. Torizzo, a director of Eagle and the Bank, is part owner and a
director of Burlington Construction Company, located in Torrington, Connecticut.
For the period from October 1, 1994 to September 30, 1995, Burlington
Construction Company remodeled an office in Torrington for the Bank and has been
paid $289,388 for such services.
COMPARATIVE COMPANY PERFORMANCE
The following table sets forth comparative information regarding the
Company's cumulative shareholder return on its Common Stock over the last five
fiscal years. Total shareholder return is measured by dividing total dividends
(assuming dividend reinvestment) plus share price change for a period by the
share price at the beginning of the measurement period. The Company's cumulative
shareholder return over a five-year period is based on an investment of $100 on
September 30, 1990 and is compared to the cumulative total return of the S&P 500
Index and the KBW 50 Index.
13
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
EAGLE FINANCIAL CORP., S&P 500 INDEX AND KBW 50 INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
FISCAL YEAR
ENDED: EAGLE FINANCIAL CORP. S & P 500 KBW 50
<S> <C> <C> <C>
9-90 100 100 100
9-91 123 131 180
9-92 203 145 200
9-93 287 164 256
9-94 322 170 272
9-95 393 221 376
</TABLE>
SECTION 16(A) COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than ten percent of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on its review of the copies
of such forms received by it, or written representations from certain reporting
persons that no Forms 5 were required for those persons, the Company believes
that during fiscal 1995 all filing requirements applicable to its executive
officers, directors and greater than ten percent beneficial owners were complied
with.
CERTAIN TRANSACTIONS
From time to time the Bank makes loans to its directors, officers and other
employees for the financing of their homes, as well as home improvement and
consumer loans. The Bank also will consider other lending relationships with
directors, officers and other employees, and presently has outstanding
participation interests in two loans to a company owned by a director and
secured by commercial real estate. Except for loans made prior to January 1990
at preferential interest rates (as discussed below), it is the belief of Eagle's
management that these loans are currently made in the ordinary course of
business, and neither involve more than normal risk of collectability nor
present other unfavorable features. Except for the preferential rate loans,
loans to such persons were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons. All loans to directors, nominees for director,
and executive officers must be approved by the full Board of Directors of the
Bank, and loans to all other employees are approved by one of two designated
officers. Loans to such individuals are made pursuant to the same underwriting
criteria as apply to loans to the general public. Such loans are written at the
prevailing interest rate for customers of the Bank, except that for certain
loans made prior to January 23, 1990, interest is charged at a preferential rate
as long as the borrower remains
14
<PAGE>
employed by the Bank (other than retired or disabled directors and employees who
continue to receive the preferential rate). Directors, officers and other
employees pay legal fees, appraisal fees and all other direct costs incurred by
the Bank in originating the loan.
Management believes that the loans to directors and officers were in
compliance with federal law and regulations in effect at the time the loans were
made. As a result of federal legislation enacted in August 1989, the Bank is
precluded from making loans to directors and executive officers on terms that
would not be offered to a member of the general public of comparable credit
standing seeking a comparable loan. Such legislation did not apply to
outstanding mortgage loans made by Bristol or Torrington prior thereto.
The following table sets forth certain information with regard to loans
(except deposit account
loans) at preferential interest rates to directors, nominees for director and
executive officers of Eagle (and members of their immediate families) and to any
corporation or organization in which any director, nominee for director or
executive officer has a substantial interest, which were outstanding in amounts
greater than $60,000 in the aggregate at any time since October 1, 1994.
<TABLE>
<CAPTION>
HIGHEST AMOUNT
OUTSTANDING
SINCE UNPAID BALANCE INTEREST RATE
OCTOBER 1, AS OF AS OF
NAME/LOAN TYPE 1994 SEPTEMBER 30, 1995 SEPTEMBER 30, 1995
- --------------------------------------------------------- -------------- ------------------ ------------------
<S> <C> <C> <C>
Robert J. Britton/Mortgage............................... $ 125,498 $ 123,278 7.625%
Ernest J. Torizzo/Mortgage............................... $ 236,294 $ 232,055 8.00%
</TABLE>
For a description of certain transactions regarding Messrs. Alden,
Carpenter, Donovan, Lasewicz and Torizzo and the Bank, see "Compensation and
Stock Option Committees Interlocks and Insider Participation."
Eagle is unaware of any other transactions to which Eagle or the Bank is
party in which any director or executive officer of Eagle has or will have a
direct or indirect material interest.
15
<PAGE>
STOCK OWNED BY MANAGEMENT
The following table sets forth information as of December 11, 1995 with
respect to the shares of Eagle Common Stock beneficially owned by each director
and nominee for director of Eagle, each of the named executive officers, and by
all directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND POSITION(S) BENEFICIAL COMMON STOCK
WITH THE COMPANY OWNERSHIP (A) OUTSTANDING
- --------------------------------------------------------------- ---------------------- -----------------
<S> <C> <C>
Richard H. Alden
Director..................................................... 42,915(b) 1.0%
Mark J. Blum
Vice President and Chief Financial Officer................... 34,530(c) *
Robert J. Britton
Director, President and Chief Executive Officer.............. 56,437(d) 1.3
George T. Carpenter
Director..................................................... 59,622(e) 1.3
Theodore M. Donovan
Director..................................................... 30,348 *
Ercole J. Labadia
Vice President -- Administration............................. 40,066(f) *
Thomas V. LaPorta
Director..................................................... 56,045 1.3
Steven E. Lasewicz, Jr.
Director..................................................... 19,537 *
Ralph T. Linsley
Chairman of the Board........................................ 70,352(g) 1.6
John F. McCarthy
Director..................................................... 42,830(h) 1.0
Ernest J. Torizzo
Director..................................................... 28,165(i) *
All directors and executive officers as a group (13 persons)... 517,306(j) 10.8
</TABLE>
- ------------------------
* Less than one percent.
(a) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of Eagle
Common Stock (1) over which he has or shares voting or investment power, or
(2) of which he has the right to acquire beneficial ownership at any time
within 60 days from December 11, 1995. As used herein, "voting power" is the
power to vote or direct the voting of shares and "investment power" is the
power to dispose or direct the disposition of shares. All persons shown in
the table above have sole voting and investment power, except as otherwise
indicated. The number of shares reflected for each individual and the group
includes shares subject to options which are exercisable within 60 days from
December 11, 1995 and were adjusted for the 10% stock dividend of March 1,
1995. The following individuals and group held such options for the
following number of shares as of such date: Mr. Alden -- 17,930; Mr. Blum --
28,214; Mr. Britton -- 48,421; Mr. Carpenter -- 17,930; Mr. Donovan --
17,930; Mr. Labadia -- 34,483; Mr. LaPorta -- 17,930; Mr. Lasewicz --
10,050; Mr. Linsley -- 39,171; Mr. McCarthy -- 17,930; Mr. Torizzo --
10,000; and all directors and officers as a group -- 270,164.
(b) Includes 148 shares as to which Mr. Alden disclaims beneficial ownership.
16
<PAGE>
(c) Includes 6,033 shares allocated to the account of Mr. Blum under the ESOP.
(d) Includes 7,048 shares allocated to the account of Mr. Britton under the
ESOP.
(e) Includes 2,129 shares as to which Mr. Carpenter disclaims beneficial
ownership and 28,955 shares held by S. Carpenter Construction Co., of which
Mr. Carpenter is President and Treasurer.
(f) Includes 5,583 shares allocated to the account of Mr. Labadia under the
ESOP.
(g) Includes 8,599 shares allocated to the account of Mr. Linsley under the
ESOP. Includes 4,154 shares as to which Mr. Linsley disclaims beneficial
ownership.
(h) Includes 1,504 shares owned by Mr. McCarthy's wife, 10,238 shares held by
J&M Sales, Inc., of which Mr. McCarthy is President, and 2,722 shares held
for the benefit of Mr. McCarthy under a profit sharing plan maintained by
J&M Sales, Inc.
(i) Includes 8,905 shares owned by Mr. Torizzo's wife.
(j) Includes 35,086 shares allocated to Eagle's current and retired executive
officers of the total 230,103 shares allocated to the accounts of all
participating employees under the ESOP.
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<PAGE>
PRINCIPAL HOLDERS OF VOTING SECURITIES OF EAGLE
The following table sets forth information at December 11, 1995 with respect
to ownership of Eagle Common Stock by each person believed by management to be
the beneficial owner of more than 5% of the outstanding Eagle Common Stock. The
historical information set forth below is based on beneficial ownership
information contained in the most recent Schedule 13D or 13G filed on behalf of
such person with the SEC.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL COMMON STOCK
BENEFICIAL OWNER OWNERSHIP OUTSTANDING
- ----------------------------------------------------------------------------- ------------------- -----------------
<S> <C> <C>
J.J. Cramer & Co.,
James J. Cramer and
Karen L. Cramer............................................................ 361,060(a) 8.07%
56 Beaver Street, Suite 701
New York, NY 10004
Fleet Financial Group, Inc................................................... 244,269(b) 5.46%
50 Kennedy Plaza
Providence, RI 02903
</TABLE>
- ------------------------
(a) The Reporting Persons filed a Schedule 13D, dated October 19, 1995 (the
"Cramer Schedule 13D") reporting that of the 361,060 shares beneficially
owned, 282,920 shares were purchased by Cramer Partners, L.P. (the
"Partnership") and 78,140 shares were purchased by GAM Equity No. 3 Inc.
("GAM"). The Cramer Schedule 13D also reports that J.J. Cramer & Co. (the
"Manager") has sole voting and dispositive power with respect to 282,920
shares and shared dispositive power with GAM with respect to the 78,140
shares. GAM has sole voting power with respect to 78,140 shares. James
Cramer and Karen Cramer have shared voting and dispositive power with
respect to 282,920 shares and shared dispositive power with respect to
78,140 shares.
(b) Fleet Financial Group, Inc. ("Fleet") filed a Schedule 13G, dated February
14, 1995. For the purposes of the table above and this footnote, Eagle has
adjusted the number of shares reported to reflect the 10% stock dividend of
March 1, 1995. Based on Fleet's Schedule 13G, it beneficially owns 244,269
shares, as a fiduciary for the account of others. Fleet also reports sole
voting power as to 1,331 shares, shared voting power as to 242,938 shares
and shared dispositive power as to 1,210 shares. The shares beneficially
owned by Fleet include shares held by Fleet Bank, N.A. in connection with
the Eagle Federal Savings Bank ESOP Trust. Fleet Bank, N.A., an affiliate of
Fleet, is the trustee of the ESOP. As of December 11, 1995, 230,103 shares
held by the ESOP Trust have been allocated to the accounts of eligible
employees of the Bank. The shares allocated to the accounts of eligible
employees held by the ESOP Trust will be voted at the Annual Meeting as
directed by such employees. The 7,509 unallocated shares held by the Trust
will be voted by Fleet in the same ratio as the allocated shares.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL TWO)
The Board of Directors has appointed the firm of KPMG Peat Marwick LLP to
act as independent auditors for the Company for the fiscal year ending September
30, 1996, subject to ratification of such appointment by the Company's
shareholders.
Unless otherwise indicated, properly executed proxies will be voted in favor
of ratifying the appointment of KPMG Peat Marwick LLP to audit the books and
accounts of the Company for the fiscal year ending September 30, 1996. No
determination has been made as to what action the Board of Directors would take
if the shareholders do not ratify the appointment.
18
<PAGE>
A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting and will be given an opportunity to make a statement if he or she
desires to do so and will be available to respond to appropriate questions.
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in Eagle's proxy statement
and form of proxy relating to Eagle's 1997 annual meeting of shareholders must
be received by Eagle by August 29, 1996, pursuant to the proxy soliciting
regulations of the SEC. In addition, Eagle's Bylaws require that notice of
shareholder proposals and nominations for director be delivered to the Secretary
of Eagle not less than 30 days nor more than 90 days prior to the date of an
annual meeting, unless notice or public disclosure of the date of the meeting
occurs less than 45 days prior to the date of such meeting, in which event,
shareholders may deliver such notice not later than the 15th day following the
day on which notice of the date of the meeting was mailed or public disclosure
thereof was made. Nothing in this paragraph shall be deemed to require Eagle to
include in its proxy statement and form of proxy for such meeting any
shareholder proposal which does not meet the requirements of the SEC in effect
at the time.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of Eagle does
not know of any other matters to be presented for action by the shareholders at
the 1996 Annual Meeting. If, however, any other matters not now known are
properly brought before the meeting, the persons named in the accompanying proxy
will vote such proxy in accordance with the determination of a majority of the
Board of Directors.
By Order of the Board of Directors
[SIGNATURE]
Ralph T. Linsley
CHAIRMAN OF THE BOARD
Bristol, Connecticut
December 27, 1995
19
<PAGE>
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
If you receive more than one proxy card, please sign and return ALL cards in the
accompanying envelope.
1. Election of four directors, three for a three-year term and one for a
two-year term.
Nominees: George T. Carpenter 3-year term
Thomas W. LaPorte 3-year term
Steven E. Leggwiet, Jr. 3-year term
Robert J. Brillon 2-year term
FOR / / WITHHOLD / /
AUTHORITY
______________________________________________________________
(Instructions To withhold authority to vote for any individual
nominee print that nominee's name on the space provided.)
FOR AGAINST ABSTAIN
2. Ratification of appointment of / / / / / /
KPMG Peat Marwick LLP as
independent auditors.
3. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting, or
any adjournments thereof.
MARK HERE / /
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
Please date and sign exactly as name appears hereon. Each executor,
administrator, trustee, guardian, attorney-in-fact and other fiduciary should
sign and indicate his or her full title. Only one signature is required in the
case of stock ownership in the name of two or more persons, but all should sign
if possible.
Signature: ___________________________________________Date _____________________
Signature: ___________________________________________Date _____________________
PROXY
EAGLE FINANCIAL CORP.
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned shareholder of Eagle Financial Corp. ("Eagle") hereby
appoints Theodore M. Donovan and Ernest J. Torizzo, or either of them, with full
power of substitution in each, as proxies to cast all votes which the
undersigned shareholder is entitled to cast at the annual meeting of
shareholders (the "Annual Meeting") to be held on Tuesday, January 23, 1996, at
11:00 a.m., local time, at the Radisson Inn, 42 Century Drive, Bristol,
Connecticut, and at any adjournments thereof, upon the following matters. The
undersigned shareholder hereby revokes any proxy or proxies heretofore given.
This proxy will be voted as directed by the undersigned shareholder. UNLESS
CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES LISTED IN PROPOSAL 1, FOR PROPOSAL 2, AND IN ACCORDANCE WITH THE
DETERMINATION OF A MAJORITY OF THE BOARD OF DIRECTORS AS TO OTHER MATTERS. The
undersigned shareholder may revoke this proxy at any time before it is voted by
delivering to the Corporate Secretary of Eagle either a written revocation of
the proxy or a duly executed proxy bearing a later date, or by appearing at the
Annual Meeting and voting in person. The undersigned shareholder hereby
acknowledges receipt of the Notice of Annual Meeting and Proxy Statement.
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SEE REVERSE
(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE) SIDE
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