FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 1996
WEBSTER FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-15213 06-1187536
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Webster Plaza, Waterbury, Connecticut 06720
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(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 753-2921
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5 Other Events
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Amendment of Rights Agreement. Effective November 4, 1996, in
connection with the Rights Agreement (the "Agreement") dated as of February 5,
1996 by and between Webster Financial Corporation (the "Company") and Chemical
Mellon Shareholder Services, L.L.C. (now known as ChaseMellon Shareholder
Services, L.L.C., and referred to as "Chase"), the Company removed Chase as
Rights Agent and appointed American Stock Transfer & Trust Company ("AST") as
successor Rights Agent. Also as of November 4, 1996, the Company and AST
executed Amendment No. 1 to Rights Agreement, which is attached as an exhibit
hereto, and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
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c. Exhibits
Exhibit No. Description
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4 Amendment No. 1 to Rights Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WEBSTER FINANCIAL CORPORATION
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(Registrant)
/s/ James C. Smith
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James C. Smith
Chairman and Chief Executive Officer
Date: November 22, 1996
Exhibit 7
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 to the Rights Agreement (the "Agreement")
dated as of February 5, 1996 by and between Webster Financial Corporation (the
"Company") and ChaseMellon Shareholder Services, L.L.C. ("Chase") is entered
into as of November 4, 1996 by and between the Company and American Stock
Transfer & Trust Company ("AST").
WHEREAS, the Company has appointed AST as the successor Rights
Agent under the Agreement; and
WHEREAS, Section 21 of the Agreement currently provides that
any successor Rights Agent shall have "at the time of its appointment as Rights
Agent a combined capital and surplus of at least $100,000,000," and the Company
has waived such requirement with respect to AST;
NOW, THEREFORE, in consideration of the foregoing and of other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Unless the context otherwise indicates, terms used in
this Amendment without definition shall have the respective meanings set forth
in the Agreement.
2. Section 21 of the Agreement is hereby amended by deleting
the words "a combined capital and surplus of at least $100,000,000" and
replacing it with the words "a combined capital and surplus of at least
$10,000,000."
3. All references in the Agreement to "ChaseMellon
Shareholder Services, L.L.C." shall be deemed to be references to "American
Stock Transfer & Trust Company."
4. Section 26 of the Agreement is hereby amended by deleting
the address of the Rights Agent and replacing it with the following:
American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
Attention: Shareholder Services
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5. Except as otherwise specifically provided herein, all
terms, provisions, covenants, representations, warranties, agreements, and
conditions of the Agreement shall remain unchanged and in full force and effect.
6. Each reference to the terms "Agreement," "hereof,"
"hereunder," and words of similar import contained in the Agreement shall, upon
execution of this Amendment be deemed to be a reference to the Agreement, as
amended by this Amendment, and each such reference in all other documents
related thereto shall be deemed to be a reference to the Agreement as amended
hereby;
7. To facilitate execution, this Amendment may be executed
in counterparts, and it shall not be necessary that the signatures of, or on
behalf of, each party, or that the signatures of all persons required to bind
any party, appear on each counterpart; but it shall be sufficient that the
signatures of, or on behalf of each party, or that the signatures of the persons
required to bind any party, appear on one or more of the counterparts. All
counterparts shall collectively constitute a single agreement, and it shall not
be necessary in making proof of this Amendment to produce or account for more
than a number of counterparts containing the respective signatures, of or on
behalf of, all of the parties hereto.
IN WITNESS WHEREOF, each of the undersigned has caused this
Amendment No. 1 to Rights Agreement to be executed on its behalf as of the date
set forth above.
WEBSTER FINANCIAL CORPORATION
Attest:
By /s/ Lee A. Gagnon By /s/ James C. Smith
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Name: Lee A. Gagnon Name: James C. Smith
Title: Secretary Title: Chairman and Chief
Executive Officer
Attest: AMERICAN STOCK TRANSFER &
TRUST COMPANY
By /s/ Susan Silber By /s/ Herbert J. Lemmer
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Name: Susan Silber Name: Herbert J. Lemmer
Title: Assistant Secretary Title: Vice President
