<PAGE>
FIRST FEDERAL BANK
EMPLOYEE INVESTMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1994, 1993 and 1992
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED).
For the fiscal year ended December 31, 1994
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
Commission file number 0-15312
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
First Federal Bank Employee Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Webster Financial Corporation
First Federal Plaza
Waterbury, CT 06720
<PAGE>
FIRST FEDERAL BANK
EMPLOYEE INVESTMENT PLAN
FORM 11-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
INDEX
Independent Auditors' Report .................................... 1
Statements of Net Assets Available for Benefits.................. 2
Statements of Changes in Net Assets Available for Benefits....... 3
Notes to Financial Statements ................................... 4-7
Schedule 1 - Item 27a - Schedule of Assets Held for Investment
Purposes ...................................................... 8
Schedule 2 - Item 27d - Schedule of Reportable Transactions...... 9
Signatures ...................................................... 10
Independent Auditor's Consent.................................... Exhibit 24
Note: The following schedules, as required by Section 103(c)(5) of the Employees
Retirement Income Securities Act, are not applicable:
Item 27a -Schedule of assets held for investment purposes which
were both acquired and disposed of within the plan year,
Item 27b -Schedule of loans or fixed income obligations,
Item 27c -Schedule of leases in default or classified as
uncollectible,
Item 27e -Schedule of non-exempt transactions.
<PAGE>
KPMG Peat Marwick LLP
CityPlace II
Hartford, CT 06103-4103
Independent Auditors' Report
----------------------------
The Board of Directors
First Federal Bank:
We have audited the accompanying statements of net assets available for benefits
of the First Federal Bank Employee Investment Plan as of December 31, 1994 and
1993 and the related statements of changes in net assets available for benefits
for each of the years in the three-year period ended December 31, 1994. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the First
Federal Bank Employee Investment Plan, as of December 31, 1994 and 1993 and the
changes in net assets available for benefits for each of the years in the
three-year period ended December 31, 1994 in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes and reportable transactions are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ KPMG PEAT MARWICK LLP
June 30, 1995
1
<PAGE>
FIRST FEDERAL BANK
EMPLOYEE INVESTMENT PLAN
Statements of Net Assets Available for Benefits
DECEMBER 31, 1994 AND 1993
1994 1993
-------- -------
ASSETS
- ------
Investments (Note 3) $6,314,294 $3,144,430
Loans to Participants 158,371 64,107
Receivables 149,814 61,475
Cash 1,064 332
--------- ---------
Total Assets $6,623,543 $3,270,344
========= =========
Net Assets Available for
Benefit $6,623,543 $3,270,344
========== ===========
See accompanying notes to financial statements.
2
<PAGE>
FIRST FEDERAL BANK
EMPLOYEE INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
1994 1993 1992
----------- ----------- --------
ASSETS
- ------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
- -------------------------------------
Investment Income:
Net (Depreciation) Appreciation in
Fair Value of Investments $ (509,273) $ 380,075 $ 370,924
Interest and Dividends 400,996 116,867 92,075
Contributions:
Participants' 897,642 530,128 243,799
Employers' 238,039 140,919 102,945
Transfer from Bristol Savings Plan 2,938,437 - -
---------- --------- ---------
Total Additions 3,965,841 1,167,989 809,743
-------- --------- ---------
DEDUCTIONS
- ----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
- ----------------------------------------
Benefits Paid to Participants 612,217 220,864 184,929
Miscellaneous Expenses 425 - 1,306
------- --------- --------
Total Deductions 612,642 220,864 186,235
-------- --------- --------
Net Increase 3,353,199 947,125 623,508
NET ASSETS AVAILABLE FOR BENEFITS:
- ---------------------------------
Beginning of Year 3,270,344 2,323,219 1,699,711
-------- --------- ---------
End of Year $6,623,543 $3,270,344 $2,323,219
======== ========= =========
See accompanying notes to financial statements.
3
<PAGE>
FIRST FEDERAL BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 and 1992
1. DESCRIPTION OF THE PLAN
The following brief description of the First Federal Bank Employee
Investment Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
(a) General
The Plan is a qualified profit-sharing plan under Section 401(k) covering
all First Federal Bank (the "Bank") employees who have attained age 21 and
completed one year of service (at least 1,000 hours of service). It is subject
to the provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). The Plan was adopted by the Board of Directors of the Bank,
effective as of October 1, 1984.
On March 3, 1994, Webster Financial Corporation, the parent of First
Federal Bank acquired Bristol Savings Bank. Effective May 1, 1994 the Bristol
Savings Bank Employee Investment Plan was merged with the First Federal Bank
Employee Investment Plan. Bristol's employees are eligible to participate in the
Plan under the same provisions as any new employee.
(b) Contributions
Employees may make salary deferral contributions not in excess of 10% of
the participant's compensation in each payroll period. The amount of salary
deferral is limited to $9,240 and $8,994 in each calendar year for 1994 and
1993, respectively. Participants may contribute not in excess of 10% of
compensation to the Plan on a before-tax basis. The employer contributes an
amount equal to 50% of the first 6% of the compensation portion of salary
deferral contributions. The investment alternatives are summarized below:
Ready Asset: This fund invests in short-term money
market instruments.
Corporate Bond Fund: This fund invests primarily in long-
term corporate bonds rated A or
better.
Federal Securities Trust: This fund invests primarily in US
Treasury Securities and Securities
Guaranteed by the United States.
Basic Value Fund: This fund's assets are primarily
invested in diversified equities.
Webster Stock: This fund invests in the Common Stock
of Webster Financial Corporation.
4
<PAGE>
FIRST FEDERAL BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 and 1992
(c) Vesting
All amounts contributed to the 401(k) Plan are fully vested and
nonforfeitable at all times.
(d) Payment of Benefits
In the event of death, while actively employed, accounts become 100% vested
and benefits are automatically paid in a form chosen by the beneficiary. In the
event of termination of employment, the participant is always 100% vested in all
accounts. Distribution may be made in lump sum, installments, annuities, or a
combination of same at the election of participant at any time after termination
of employment.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies followed by the Plan:
(a) Basis of Accounting
The accompanying financial statements of the Plan are prepared on the
accrual basis of accounting.
(b) Valuation of Assets
Investments are stated at fair market values. Loans to participants are
stated at amortized cost.
(c) Expenses
There were expenses incurred in 1994 totaling $425. There were no plan
expenses incurred in 1993. Trustees' fees and other administrative expenses are
paid by the Bank.
(d) Loans to Participants
Employees have the ability to borrow up to 50% of their account balances,
not to exceed $50,000. The loans are secured by the balance in the participant's
account and bear interest at a rate commensurate with the prevailing rate of the
Bank's consumer loans.
5
<PAGE>
FIRST FEDERAL BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 and 1992
3. INVESTMENTS
The Plan's assets are invested in mutual funds administered by Merrill
Lynch. Plan participants have the ability to direct their account balances to
several Merrill Lynch mutual funds or Webster Financial Corporation Common
Stock. The funds include the Ready Asset, Corporate Bond, Federal Securities
Trust, and Basic Value. A detail of individual investments that represent 5
percent or more of the plan's net assets available for benefits is represented
in the following table. Activity in the investments during 1994 and 1993 was as
follows:
6
<PAGE>
FIRST FEDERAL BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
Federal
Institute Ready Corporate Securities Basic Webster
1994 Fund Activity Fund Asset Fund Bond Trust Value Stock
- ------------------------- -------- ---------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance at Beg. Year $ -- $ 538,667 $ 395,566 $ 395,172 $ 311,360 $ 1,503,665
Interest & Dividends,
Net of Expenses 70,469 -- 67,421 45,106 148,185 58,807
Contributions -- 198,060 194,675 142,403 318,955 --
Gains (Losses), Net (70,469) 44,387 (78,504) (50,113) 20,016 (373,240)
Benefits Paid to
Participants -- (185,325) (79,301) (50,828) (259,675) (21,317)
Transfers from Other
Association -- 924,607 450,958 -- 1,407,934 --
Transfers, Net -- (51,322) (72,156) (25,599) 91,942 300,035
----------- ----------- ----------- ---------- ---------- -----------
Balance at 12/31/94 -- $ 1,469,074 $ 878,659 $ 456,141 $ 2,038,717 $ 1,467,950
========= ========= ======== ========= ========= =========
</TABLE>
[TABLE CONTINUED]
<TABLE>
<CAPTION>
Ret Sys Total Loan Webster
1994 Fund Activity Grp Stk Investments Fund Liquidity Total
- ------------------------- ---------- ----------- --------- ---------- --------
<S> <C> <C> <C> <C> <C>
Balance at Beg. Year $ -- $ 3,144,430 $ 64,107 $ 332 $ 3,208,869
Interest & Dividends,
Net of Expenses -- 389,988 10,961 47 400,996
Contributions -- 854,093 -- 192,785 1,046,878
Gains (Losses), Net 1,121 (506,802) (10,961) 8,490 (509,273)
Benefits Paid to
Participants (622) (597,068) (15,033) (116) (612,217)
Transfers from Other
Association 3,254 2,786,753 151,684 -- 2,938,437
Transfers, Net -- 242,900 (42,387) (200,513) -
------- ---------- -------- --------- -----------
Balance at 12/31/94 $ 3,753 $ 6,314,294 $ 158,371 $ 1,025 $ 6,473,690
========= ========= ======== ======== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Federal
Institute Ready Corporate Securities Basic Webster
1993 Fund Activity Fund Asset Fund Bond Trust Value Stock
------------------------- -------- ---------- --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance at Beginning of
Year, after Allocations $ -- $ 494,755 $ 194,448 $ 322,865 $ 206,212 $ 1,014,356
Interest & Dividends,
Net of Expenses 25,095 -- 31,300 17,434 15,076 22,275
Contributions, Net of
Receivables -- 165,308 151,837 126,986 101,271 --
Gains and (Losses), Net (25,095) 17,275 (2,591) 5,984 34,056 338,298
Benefits Paid, Net of
Amount Due -- (37,155) (15,204) (36,885) (22,149) (94,960)
Transfers, Net -- (101,516) 35,776 (41,212) (23,106) 223,696
------------ ------------ ------------ ------------ ------------ ------------
Balance at 12/31/93 -- $ 538,667 $ 395,566 $ 395,172 $ 311,360 $ 1,503,665
============ ============ ============ ============ ============ ============
</TABLE>
[TABLE CONTINUED]
<TABLE>
<CAPTION>
Total Loan Webster
1993 Fund Activity Investments Fund Liquidity Total
------------------------- ----------- --------- ----------- -------
<S> <C> <C> <C> <C>
Balance at Beginning of
Year, after Allocations $ 2,232,636 $ 48,694 $ 183 $ 2,281,513
Interest & Dividends,
Net of Expenses 111,180 5,686 -- 116,867
Contributions, Net of
Receivables 545,402 -- 105,877 651,279
Gains and (Losses), Net 367,926 (4,897) 17,046 380,075
Benefits Paid, Net of
Amount Due (206,352) (14,444) (68) (220,864)
Transfers, Net 93,638 29,068 (122,706)
------------ ------------ ------------ ------------
Balance at 12/31/93 $ 3,144,430 $ 64,107 $ 332 $ 3,208,870
============ ============ ============ ============
</TABLE>
7
<PAGE>
FIRST FEDERAL BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994, 1993 and 1992
4. PLAN TERMINATION
Although the Bank has not expressed any intent to terminate the Plan
Agreement, it has the right to do so at any time. The rights of all employees to
benefits accrued under the Plan as of the date of such termination, partial
termination or discontinuation of contribution will be nonforfeitable; and after
providing for the expenses of the Plan, the remaining assets of the Plan will be
allocated by the Human Resources Committee appointed by the Board of Directors.
5. TAX STATUS
The Plan has received a favorable letter of determination from the Internal
Revenue Service dated January 7, 1993 that covers amendments adopted by the plan
as of December 17, 1990. Accordingly, the Plan is entitled to an exemption under
the provision section 401(A) and 501(A), and no provision for federal income
taxes has been made in the accompanying financial statements. Once qualified the
Plan is required to operate in conformity with the Internal Revenue Code of 1986
to maintain its qualification.
8
<PAGE>
FIRST FEDERAL BANK
EMPLOYEE INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENTS PURPOSES
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Number of Fair
Identity of Issue Shares Held Cost Value
- ----------------- -------------- ------ ----------
<S> <C> <C> <C>
Ready Asset Fund 1,469,074 shares; net asset value
per share $1.00 $1,469,074 $1,469,074
Corporate Bond 82,892.0218 shares; net asset
value per share $10.60 951,246 878,658
Federal Securities Trust 50,235.8722 shares; net asset
value per share $9.08 490,361 456,142
Basic Value 92,029.8317 shares; net asset
value per share $22.15 2,092,373 2,038,717
Webster Financial Corporation
Common Stock 79,363.8856 shares; price
per share $18.50 1,246,404 1,467,950
Retirement System Group Inc. 1072.182 shares; price per
share $3.50 3,753 3,753
---------- -------------
Total Investments $6,253,211 $6,314,294
========== ============
Loans to Participants $ 158,371 $ 158,371
========== ============
</TABLE>
9
<PAGE>
FIRST FEDERAL BANK
EMPLOYEE INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Current
Value of
Expenses Assets on
Number of Purchase Sales Lease Incurred with Cost of Trans. Net
Identity of Issue Transactions Price Price Rental Transactions Assets Date Gain
- ----------------- ------------ --------- ------- ----------- ------------- ------ -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Single Transactions: N/A
Series of Transactions:
Corporate Bond Fund 37 $ 732,682 $ -- -- -- $ 732,682 $ -- --
21 -- 177,591 -- -- 170,807 177,591 6,784
Webster Financial Corporation
Common Stock 31 338,482 -- -- -- 338,482 -- --
14 -- 30,903 -- -- 23,347 30,903 7,556
Basic Value 29 2,100,512 -- -- -- 2,100,512 -- --
26 -- 291,539 -- -- 249,514 291,539 42,025
Ready Asset 1 924,607 -- -- -- 924,607 -- --
-- -- -- -- -- -- -- --
</TABLE>
10
<PAGE>
KPMG Peat Marwick LLP
CityPlace II
Hartford, CT 06103-4103
Independent Auditors' Consent
-----------------------------
The Board of Directors
First Federal Bank:
We consent to the incorporation by reference in the Registration Statement (No.
33-38286) on Form S-8 of the First Federal Bank Employee Investment Plan of our
report dated June 30, 1995, relating to the statements of net assets available
for benefits of the First Federal Bank Employee Investment Plan as of December
31, 1994 and 1993 and the related statements of changes in net assets available
for benefits for each of the years in the three-year period ended December 31,
1994, which report appears in the December 31, 1994 annual report on Form 11-K
of the First Federal Bank Employee Investment Plan.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
July 13, 1995
