SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
C U R R E N T R E P O R T
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 26, 1997
Date of Report (Date Of Earliest Event Reported)
EAGLE FINANCIAL CORP.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware
(State Or Other Jurisdiction Of Incorporation)
0-15311 06-1194047
(Commission File Number) (IRS Employer Identification No.)
222 Main Street, P.O. Box 1157
Bristol, Connecticut 06010
(Address Of Principal Executive Offices) (Zip Code)
(860) 314-6400
(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
(Former Name Or Former Address, If Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On October 26, 1997, Eagle Financial Corp., a
Delaware corporation ("Eagle"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") with Webster
Financial Corporation, a Delaware corporation
("Webster"), pursuant to which Eagle will be merged with
and into Webster (the "Merger"). The Merger is intended
to constitute a tax-free reorganization and to be
accounted for as a pooling-of-interests.
In accordance with the terms of the Merger
Agreement, each share of Eagle common stock, par value
$.01 per share ("Eagle Common Stock"), outstanding
immediately prior to the effective time of the Merger,
together with the rights attached thereto (the "Rights")
issued pursuant to the Rights Agreement, dated as of
October 22, 1996 (the "Rights Agreement") between Eagle
and The First National Bank of Boston, as rights agent,
will (subject to certain exceptions) be converted into
the right to receive .84 shares (the "Exchange Ratio") of
Webster common stock, par value $.01 per share, together
with the number of Webster rights associated therewith
(with cash being paid in lieu of fractional share
interests). The Exchange Ratio is subject to adjustment
in certain circumstances.
Consummation of the Merger is subject to
various conditions, including the approval of the
stockholders of Webster and Eagle and the receipt of all
requisite regulatory approvals.
In connection with the Merger Agreement,
Webster and Eagle entered into a Stock Option Agreement
dated October 26, 1997 (the "Option Agreement"), pursuant
to which Eagle granted Webster an option to purchase,
under certain circumstances, up to 1,256,991 shares of
Eagle Common Stock at a price, subject to certain
adjustments, of $41.25 per share (the "Option"). The
Option will become exercisable only upon the occurrence
of certain events, none of which has occurred as of the
date hereof. The Option was granted by Eagle as a
condition to Webster's entering into the Merger
Agreement.
The joint press release issued by Eagle and
Webster with respect to the Merger is filed herewith as
Exhibit 99.1.
In connection with the execution of the Merger
Agreement and the Option Agreement, Eagle amended the
Rights Agreement to provide that the Rights will not
become distributable or exercisable as a result of the
execution of the Merger Agreement and the Option
Agreement or the consummation of the transactions
contemplated thereby.
Amendment No. 1 to the Rights Agreement is
filed herewith as Exhibit 99.2 and is incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits
99.1 Press Release issued by Webster
Financial Corporation and Eagle
Financial Corp. on October 27, 1997.
99.2 Amendment No. 1, dated as of October
27, 1997, to the Rights Agreement,
dated as of October 22, 1996, between
Eagle Financial Corp. and The First
National Bank of Boston, as rights
agent.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunder duly authorized.
Dated: November 7, 1997
Eagle Financial Corp.
By: /s/ Robert J. Britton
Name: Robert J. Britton
Title: President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
99.1 Press Release issued by Webster
Financial Corporation and Eagle
Financial Corp. on October 27, 1997.
99.2 Amendment No. 1, dated as of October 27,
1997, to the Rights Agreement, dated as
of October 22, 1996, between Eagle
Financial Corp. and The First National
Bank of Boston, as rights agent.
EXHIBIT 99.1
WEBSTER FINANCIAL CORP. TO JOIN FORCES WITH EAGLE FINANCIAL CORP.
IN MERGER
Monday, October 27, 1997 08:36 AM
> WATERBURY, Conn. -- Webster Financial Corporation (Nasdaq:
WBST) today announced a definitive agreement to acquire Eagle
Financial Corp. (Nasdaq: EGFC) on a stock-for-stock basis in a
tax-free exchange fixed at 0.84 shares of Webster common stock
for each share of Eagle common stock. Eagle, the fourth largest
Connecticut-based bank with total assets of $2.1 billion,
operates 30 branches in Hartford and Litchfield counties. With
the addition of Eagle, Webster will have $8.9 billion in assets
and more than 110 branches.
The definitive agreement, which has been approved by both
companies' boards of directors, is subject to the approval of
Webster's and Eagle's shareholders and the appropriate regulatory
agencies. Webster expects the transaction to close in the first
quarter of 1998.
"We are extremely pleased to be joining forces with one of
Connecticut's leading banks," said James C. Smith, Webster's
chairman and chief executive officer. "This is a natural
alliance between two like-minded, customer- and community-
oriented banks. Both banks' employees are dedicated to providing
excellent customer service, and both companies have strong
commitments to the communities they serve. This merger will
allow our combined organization to offer more convenient and
accessible banking services to our customers."
Under terms of the agreement, Eagle shareholders will receive a
fixed exchange of 0.84 shares of Webster common stock for each
share of Eagle common stock. To illustrate the value of this
transaction at a given point in time, using Webster's closing
stock price on Friday, Oct. 24, of $66.00 per share, the
transaction would have a value of $55.44 per share to Eagle
shareholders and an approximate transaction value of $362
million.
The acquisition, which is expected to have a positive impact on
Webster's earnings per share beginning in the first year, will be
accounted for as a pooling of interests. The purchase price is
approximately 2.50 times Eagle's book value and 18.97 times
Eagle's estimated 1998 earnings and 16.43 times Eagle's estimated
1998 cash earnings per share. Webster currently anticipates
recognizing acquisition related charges of approximately $18.9
million before taxes.
Robert J. Britton, Eagle's president and chief executive officer,
said, "Webster and Eagle fit well together because of our common
understanding of our customers and our markets. Eagle has sought
to be a good corporate citizen in the communities where our
customers live. We are pleased that Webster has demonstrated the
same commitment. The merger increases our capacity to provide
financial services, including expanded business banking, as well
as new services such as trust and investment management and PC
banking, to our growing numbers of customers."
The merger will increase Webster's assets to $8.9 billion and its
deposits to $5.6 billion, representing 10.8 percent of total
deposits in Connecticut. "Webster will strengthen its position
as number two in deposit market share in Hartford and New Haven
counties, and will immediately gain the top deposit market share
in Litchfield County," said John V. Brennan, Webster's executive
vice president and chief financial officer. Webster will have
more than 110 branches and more than 130 ATMs.
"Webster guarantees positions in our combined branch network to
all Eagle non-management branch employees. When two similar
companies combine to form a stronger bank, there will inevitably
be duplication of duties, resulting in some job eliminations,"
Brennan said. "While we have not yet finalized the number of
overlapping positions, we will do all we can to keep the number
of position eliminations to a minimum, as in past mergers.
Employees whose positions are eliminated at Eagle will be given
preference for open positions at Webster. Our history
demonstrates a pattern of successfully placing most employees
affected by our mergers."
Regarding potential branch consolidation, Brennan said that some
branches, because of geographic proximity, will be consolidated.
"We have not determined the number and locations. Usually where
branches are on opposite corners of the street or within a mile
of each other, we can consolidate the offices without disruption
to customers," Brennan said. "It is important to note that both
Eagle and Webster customers will have more branches and more ATMs
following this merger."
Webster Financial Corporation, headquartered in Waterbury, Conn.,
is the holding company for Webster Bank, which was founded in
1935 and is a leading financial institution in Connecticut.
Webster Bank, its primary subsidiary, delivers consumer,
commercial, mortgage, and trust and investment management
services to individuals, families and businesses in Connecticut.
Webster operates through a network of 84 banking offices, three
commercial banking centers, six trust offices and more than 100
ATMS, in addition to telephone banking, video banking and PC
banking.
Webster Bank, with $6.8 billion in assets, is the second-largest
bank based in Connecticut and has the second largest deposit
market share in Hartford and New Haven counties. Webster is also
the second-largest mortgage lender in Connecticut and a leading
commercial lender with an extensive line of business services,
including international and cash management. Webster Trust, the
bank's new trust and investment management subsidiary, is the
second-largest bank trust company based in Connecticut.
Eagle Bank offers a full array of innovative products and
services for the retail and commercial market, including 24-hour
telephone banking, loans by phone, cash management services,
debit cards, alternative investment products and a full line of
deposit and loan products. Eagle operates 26 traditional branch
offices and four supermarket branch offices in Hartford and
Litchfield counties.
Webster Bank / Eagle Bank - Facts
Strategic Benefits
-- In-market acquisition with positive impact on earnings per
share beginning in year one
-- Strengthens franchise in Hartford and Litchfield counties
-- Increases branches to more than 110, ATMs to 130, creating
greater convenience for combined customer base
-- Provides cross-sell opportunities for Webster's commercial
trust, and investment management services
Transaction Summary
Terms
-- Fixed Exchange Ratio: 0.84 shares of Webster for each share
of Eagle
-- Payment: Tax-free exchange of stock
-- Implied Price Per Share: $55.44 (based on Webster's closing
price of $66 on 10/24)
-- Estimated Transaction Value: Aprox. $362 million
-- Price to Eagle Book Value: 2.50 times
-- Price to Eagle 1998 Estimated Fully Diluted Earnings: 18.97
times
-- Price to Eagle 1998 Estimated Cash Earnings: 16.43 times
-- Eagle can terminate the agreement should Webster's stock price
decline by more than 20 percent and more than 15 percent relative
to a peer index
Financial Summary
Webster Bank Eagle bank Combined
Total Assets: $6.8 billion $2.1 billion $8.9 billion
Loans, Net: $3.7 billion $1.1 billion $4.9 billion
Deposits: $4.3 billion $1.4 billion $5.6 billion
Eagle Branch Listing
Avon Big Y Supermarket, West Main St.
Berlin (Kensington) one Webster Square
346 Main St.
51 Chamberland Highway
Bloomfield Stop & Shop, 20-22 Mountain Road
782 Park Ave,
Bristol 222 Main St.
Bristol Commons, 9 Farmington Ave.
Bristol Farms, 1235 Farmington Ave.
Pine Plaza, 785 Pine St.
Canton Canton Village, Route 44
East Hartford Big Y Supermarket, 295 Ellington Road
Glastonbury Stop & Shop, Naubuc Ave.
Hartford 108 Farmington Ave.
324 Franklin Ave.
50 State House Square
Litchfield West Street
Manchester 1147 Tolland Turnpike
New Britain One Liberty Square
747 Farmington Ave.
Newington 1120 Main St.
Plainville 63 East Main St.
Rocky Hill 53 New Britain Ave.
Simsbury Farmington Valley Mall
Terryville 115 Main St.
Torrington 50 Litchfield St.
1180 East Main St.
West Hartford 75 Park Road
Bishops Corner, 774 North Main St.
Winsted Shops at Ledgebrook Plaza, Route 44
TOTAL: 30
/CONTACT: Christopher Capot, media, 203-578-2461, or John V.
Brennan, investors,
203-578-2335, both of Webster; or Robert J. Britton, media, 860-
314-6411, or Mark J. Blum, investors, 860-314-6410, both of
Eagle/
Quote for referenced ticker symbols: EGFC, WBST
1997, PR Newswire
EXHIBIT 99.2
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of October 26, 1997 (this "Amend-
ment"), to the Rights Agreement, dated as of October 22, 1996 (the
"Rights Agreement"), between Eagle Financial Corp., a Delaware corpo-
ration (the "Company"), and The First National Bank of Boston, as
rights agent (the "Rights Agent").
WITNESSETH
WHEREAS, the Company and the Rights Agent have previously
entered into the Rights Agreement; and
WHEREAS, no Distribution Date (as defined in Section 3(a) of
the Rights Agreement) has occurred as of the date of this Amendment;
and
WHEREAS, Section 27 of the Rights Agreement provides that
the Company may from time to time supplement or amend the Rights
Agreement in accordance with the terms of Section 27; and
WHEREAS, the Company and Webster Financial Corporation, a
Delaware corporation ("Webster"), have entered into an Agreement and
Plan of Merger, dated as of October 26, 1997 (the "Merger Agreement"),
pursuant to which the Company will merge with and into Webster with
Webster as the surviving corporation in the merger; and
WHEREAS, in connection with the Merger Agreement, the
Company and Webster have entered into a Stock Option Agreement, dated
as of October 26, 1997, pursuant to which the Company has granted to
Webster an option to purchase certain shares of the Company's Common
Stock under certain circumstances and upon certain terms and condi-
tions; and
WHEREAS, the Board of Directors has determined that the
transactions contemplated by the Merger Agreement are in the best
interests of the Company and its stockholders; and
WHEREAS, the Board of Directors has determined that it is in
the best interest of the Company and its stockholders to amend the
Rights Agreement to exempt the Merger Agreement, the Option Agreement
and the transactions contemplated thereby (including, without limita-
tion, the option granted pursuant to the Option Agreement) from the
application of the Rights Agreement; and
WHEREAS, the Board of Directors of the Company has approved
and adopted this Amendment and directed that the proper officers take
all appropriate steps to execute and put into effect this Amendment.
NOW, THEREFORE, the Company hereby amends the Rights Agree-
ment as follows:
1. Section 1(a) of the Rights Agreement is hereby amended
by inserting the following proviso at the end thereof;
"; provided, however, that, until the termination
of the Merger Agreement and the Stock Option
Agreement (each as defined below) in accordance
with their respective terms, neither Webster Fi-
nancial Corporation, a Delaware corporation ("Web-
ster"), nor any Affiliate or Associate of Webster
(collectively with Webster, the "Webster Parties")
shall be deemed to be an Acquiring Person by vir-
tue of the fact that Webster is the Beneficial
Owner solely of shares of Common Stock (i) of
which any Webster Party is or becomes the Benefi-
cial Owner by reason of the approval, execution or
delivery of the Agreement and Plan of Merger,
dated as of October 26, 1997, by and between the
Company and Webster, as may be amended from time
to time (the "Merger Agreement"), or the Stock
Option Agreement, dated as of October 26, 1997,
between the Company, as issuer, and Webster, as
grantee, as may be amended from time to time (the
"Stock Option Agreement"), or by reason of the
consummation of any transaction contemplated in
the Merger Agreement, the Stock Option Agreement
or both, (ii) of which any Webster Party is the
Beneficial Owner on the date hereof, (iii) of
which any Webster Party becomes the Beneficial
Owner after the date hereof, provided, however,
that the aggregate number of shares of Common
Stock which may be Beneficially Owned by the Web-
ster Parties pursuant to this clause (iii) shall
not exceed 1% of the shares of Common Stock out-
standing, (iv) acquired in satisfaction of debts
contracted prior to the date hereof by any Webster
Party in good faith in the ordinary course of such
Webster Party's banking business, (v) held by any
Webster Party in a bona fide fiduciary or deposi-
tory capacity, or (vi) owned in the ordinary
course of business by either (A) an investment
company registered under the Investment Company
Act of 1940, as amended, or (B) an investment
account, in either case for which any Webster
Party acts as investment advisor."
2. Section 11(a)(ii)(A) of the Rights Agreement is hereby
modified and amended to read in its entirety as follows:
"any Person shall at any time after the Rights Dividend
Declaration Date become an Acquiring Person, unless the
event causing such Person to become an Acquiring Person is a
transaction set forth in Section 13(a) hereof; or"
3. Section 13 of the Rights Agreement is hereby amended to
add the following subsection (e) at the end thereof:
"Notwithstanding any other provision of this Agreement, at
the Effective Time (as defined in the Merger Agreement), the
Common Stock will be converted into the consideration pro-
vided for in the Merger Agreement, and all Rights attached
thereto shall simultaneously be extinguished with no addi-
tional consideration being paid on account thereof."
4. Section 15 of the Rights Agreement is hereby modified
and amended to add the following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any
holder of Rights or any other Person any legal or equitable
rights, remedies or claims under this Agreement in connec-
tion with any transactions contemplated by the Merger Agree-
ment or the Stock Option Agreement."
5. This Amendment shall be deemed to be in force and
effective immediately prior to the execution and delivery of the
Merger Agreement. Except as amended hereby, the Rights Agreement
shall remain in full force and effect and shall be otherwise unaffect-
ed hereby.
6. Capitalized terms used in this Amendment and not
defined herein shall have the meanings assigned thereto in the Rights
Agreement.
7. This Amendment may be executed in any number of coun-
terparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
8. In all respects not inconsistent with the terms and
provisions of this Amendment, the Rights Agreement is hereby ratified,
adopted, approved and confirmed. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all the privileges
and immunities afforded to the Rights Agent under the terms and
conditions of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and their respective corporate
seals to be hereunto affixed and attested, all as of the day and year
first above written.
ATTEST: EAGLE FINANCIAL CORP.
By: /s/ Kenneth Burns By: /s/ Robert J. Brittan
Name: Kenneth Burns Name: Robert J. Brittan
Title: Vice President Title: President and CEO
ATTEST: THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Peg Preutis By: /s/ Carol Mulvey-Eori
Name: Peg Preutis Name: Carol Mulvey-Eori
Title: Director, Client Services Title: Director, Client Services
