<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995, 1994 AND 1993
(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, 1995
OR
[ ] 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:
Webster 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
Webster Plaza
Waterbury, CT 06720
Telephone (203) 753-2921
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
FORM 11-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
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 ..............................................4-8
Schedule 1 - Item 27a - Schedule of Assets Held for Investment
Purposes ...................................................................9
Schedule 2 - Item 27d - Schedule of Reportable Transactions .................10
Signatures ..................................................................11
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
Webster Bank:
We have audited the accompanying statements of net assets available for benefits
of the Webster Bank Employee Investment Plan as of December 31, 1995 and 1994
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, 1995. These
financial statements are the responsibility if 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 an opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Webster Bank
Employee Investment Plan, as of December 31, 1995 and 1994 and the changes in
net assets available for benefits for each of the years in the three-year period
ended December 31, 1995 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 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 26, 1996
1
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
Statements of Net Assets Available for Benefits
DECEMBER 31, 1995 AND 1994
1995 1994
---------- ----------
ASSETS
------
Investments (Note 3) $8,525,425 $6,314,294
Loans to Participants 160,978 158,371
Receivables 115,606 149,814
Cash 581 1,064
---------- ----------
Total Assets $8,802,590 $6,623,543
========== ==========
Net Assets Available for
Benefits $8,802,590 $6,623,543
========== ==========
See accompanying notes to financial statements.
2
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993
----------- ----------- ----------
ASSETS
- ------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
- --------------------------------------
Investment Income:
Net Appreciation (Depreciation)in
Fair Value of Investments $ 1,539,992 $ (509,273) $ 380,075
Interest and Dividends 324,867 400,996 116,867
Contributions:
Participants' 1,058,216 897,642 530,128
Employer's 426,228 238,039 140,919
Transfer from Bristol Savings Plan -- 2,938,437 --
----------- ----------- ----------
Total Additions 3,349,303 3,965,841 1,167,989
----------- ----------- ----------
DEDUCTIONS
- ----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
- -----------------------------------------
Benefits Paid to Participants 1,169,056 612,217 220,864
Miscellaneous Expenses 1,200 425 --
----------- ----------- ----------
Total Deductions 1,170,256 612,642 220,864
----------- ----------- ----------
Net Increase 2,179,047 3,353,199 947,125
NET ASSETS AVAILABLE FOR BENEFITS:
- ----------------------------------
Beginning of Year 6,623,543 3,270,344 2,323,219
----------- ----------- ----------
End of Year $ 8,802,590 $ 6,623,543 $ 3,270,344
=========== =========== ===========
See accompanying notes to financial statements.
3
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
1. DESCRIPTION OF THE PLAN
-----------------------
The following brief description of the Webster 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 Webster 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 Webster Bank's
predecessor, First Federal 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 became eligible to participate in the Plan under the same
provisions as any new employee. On November 1, 1995, Bristol Savings Bank
converted to a federal charter and was renamed Webster Bank, and First Federal
Bank was merged into Webster Bank. As a result, the First Federal Bank Employee
Investment Plan was renamed the Webster Bank Employee Investment Plan.
4
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
(b) Contributions
-------------
Participants may make salary deferral contributions (on a before-tax
basis) not in excess of 10% of the participant's compensation in each payroll
period. The amount of salary deferral is limited to $9,240 in each calendar year
for 1995 and 1994, and $8,994 for calendar year 1993, respectively. 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 Fund: 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 Government.
Basic Value Fund: This fund's assets are primarily invested in
diversified equities.
Webster Financial Corporation
Common Stock: This fund invests in the Common Stock
of Webster Financial Corporation.
(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.
5
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
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 current market values. Loans to participants
are stated at amortized cost, which approximates their market values.
(c) Administrative Expenses
-----------------------
Trustee's fees and other administrative expenses of the Plan 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. Interest is repaid to their account at
prevailing interest rates.
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 Fund, Corporate Bond Fund, Federal
Securities Trust, and Basic Value Fund. The investment in Retirement Systems
Group, Inc. Common Stock resulted from the merger of the Bristol Savings Bank
Employee Investment Plan and the First Federal Bank Employee Investment Plan,
and is not a current investment option. Webster Liquidity holds cash, which is
designated for the purchase of Webster Financial Corporation Common Stock until
the purchase is made. A detail of individual investments, as well as those that
represent 5 percent or more of the plan's net assets available for benefits is
represented in the following table. The Plan records investment transactions on
a trade date basis. Activity in the investments during 1995 and 1994 was as
follows:
6
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
Webster
Financial
Institutional Corporate Federal Basic Corporation
Money Ready Bond Securities Value Common Ret Sys
1995 Fund Activity Fund Asset Fund Fund Trust Fund Stock Grp Stk
- --------------------- ------------- ----------- ------------ ------------- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at Beg. Year $ -- $1,469,074 $ 878,659 $ 456,141 $ 2,038,717 $ 1,467,950 $ 3,753
Interest & Dividends -- 79,328 59,905 32,350 101,665 52,922 --
Expenses -- (925) -- (50) (225) -- --
Contributions -- 254,862 233,375 159,435 597,444 547 --
Gains and (Losses), Net -- -- 105,001 37,412 531,401 866,168 10
Benefits Paid to
Participants -- (303,604) (168,600) (67,602) (487,304) (116,846) (513)
Transfers, Net -- (17,849) (29,588) (14,494) 16,332 290,574 --
--------- ---------- ---------- ----------- ----------- ----------- -----------
Balance at 12/31/95 $ 0 $1,480,886 $ 1,078,752 $ 603,192 $ 2,798,030 $ 2,561,315 $ 3,250
========= ========== =========== =========== =========== =========== ===========
</TABLE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
Total Loan Webster
1995 Fund Activity Investments Fund Liquidity Total
- ----------------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Balance at Beg. Year $ 6,314,294 $ 158,371 $ 1,025 $ 6,473,690
Interest & Dividends 326,170 (1,656) 353 324,867
Expenses (1,200) -- -- (1,200)
Contributions 1,245,663 (156) 273,184 1,518,691
Gains and (Losses), Net 1,539,992 -- -- 1,539,992
Benefits Paid to
Participants (1,144,469) (24,321) (266) (1,169,056)
Transfers, Net 244,975 28,740 (273,715) --
------------ ------------ ------------ -----------
Balance at 12/31/95 $ 8,525,425 $ 160,978 $ 581 $ 8,686,984
============ ============ ============ ===========
</TABLE>
7
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
Webster
Financial
Institutional Corporate Federal Basic Corporation
Money Ready Bond Securities Value Common Ret Sys
1994 Fund Activity Fund Asset Fund Fund Trust Fund Stock Grp Stk
- --------------------- ------------- ----------- ------------ ------------- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at Beg. Year $ -- $ 538,667 $ 395,566 $ 395,174 $ 311,360 $ 1,503,665 $ --
Interest and Dividends 70,469 -- 67,421 45,106 148,185 58,807 --
Expenses -- (350) -- -- -- -- --
Contributions -- 198,410 194,675 142,403 318,955 -- --
Gains and (Losses), Net (70,469) 44,387 (78,504) (50,113) 20,016 (373,240) 1,121
Benefits Paid to
Participants -- (185,325) (79,301) (50,828) (259,675) (21,317) (622)
Transfers from Other
Association -- 924,607 450,958 -- 1,407,934 -- 3,254
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 $ 3,753
======== =========== ========== =========== =========== =========== ===========
</TABLE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
Total Loan Webster
1994 Fund Activity Investments Fund Liquidity Total
- ----------------------- ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C>
Balance at Beg. Year $ 3,144,430 $ 64,107 $ 332 $ 3,208,869
Interest and Dividends 389,988 10,961 47 400,996
Expenses (350) -- (75) (425)
Contributions 854,443 -- 192,860 1,047,303
Gains and (Losses), Net (506,802) (10,961) 8,490 (509,273)
Benefits Paid to
Participants (597,068) (15,033) (116) (612,217)
Transfers from Other
Association 2,786,753 151,684 -- 2,938,437
Transfers, Net 242,900 (42,387) (200,513) --
----------- ----------- ----------- -----------
Balance at 12/31/94 $ 6,314,294 $ 158,371 $ 1,025 $ 6,473,690
=========== =========== =========== ===========
</TABLE>
8
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
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 Internal Revenue Service has determined and informed the Bank by a
letter dated January 7, 1993, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC"). The
Plan administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
6. SUBSEQUENT EVENT
----------------
On January 2, 1996, the assets of the Plan were transferred from
Merrill Lynch to Paine Webber, the Plan's new trustee. The 1996 investment
alternatives are as follows: Webster Financial Corporation Common Stock, AIM
Constellation Fund, American Funds New Perspective Fund, Fidelity Advisors
Growth Opportunity Fund, American Funds Fundamental Investors Fund, American
Funds Bond Fund of America and the Paine Webber Trust Stable Value Fund.
9
<PAGE>
Schedule 1
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENTS PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Number of Current
Identity of Issue Shares Held Cost Value
----------------- ----------- ---- -----
<S> <C> <C> <C>
Ready Asset Fund 1,480,885.52 shares; net asset
value per share $1.00 $1,480,886 $1,480,886
Corporate Bond Fund 91,110.7796 shares; net asset
value per share $11.84 1,043,369 1,078,752
Federal Securities Trust 61,739.2391 shares; net asset
value per share $9.77 597,791 603,192
Basic Value Fund 99,858.333 shares; net asset
value per share $28.02 2,358,322 2,798,030
Webster Financial Corporation
Common Stock* 86,824.25 shares; price
per share $29.50 1,480,335 2,561,315
Retirement System Group Inc. 925.876 shares; price per
Share $3.51 2,398 3,250
---------- ----------
Total Investments $6,963,101 $8,525,425
========== ==========
Loans to Participants* $ 160,978 $ 160,978
========== ==========
</TABLE>
*Indicates party-in-interest to the Plan.
10
<PAGE>
Schedule 2
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Current
Value of
Assets on
Number of Purchase Sales Cost of Transaction Net
Identity of Issue Transactions Price Price Assets Date Gain
- ----------------- ------------ ----- ----- ------ ---- ----
<S> <C> <C> <C> <C> <C> <C>
Single Transactions: N/A
Series of Transactions:
Basic Value Fund 32 $1,014,245 $ -- $1,014,245 $ -- $ --
42 -- 787,377 667,191 787,377 120,186
Corporate Bond Fund 36 364,858 -- 364,858 -- --
34 -- 268,884 257,151 268,884 11,733
Federal Securities Trust 33 230,654 -- 230,654 -- --
34 -- 120,881 116,205 120,881 4,676
Ready Asset Fund 34 441,217 -- 441,217 -- --
40 -- 429,406 429,411 429,406 (5)
Webster Financial
Corporation Common Stock 55 404,557 -- 404,557 -- --
43 -- 179,124 169,502 179,124 9,623
</TABLE>
Lease rental and expenses incurred with transactions were not applicable during
the 1995 plan year.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrative committee of the Plan has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
------------------------------------
Date: June 26, 1996 By: /s/ James C. Smith
--------------------------- ---------------------------------
James C. Smith
Executive Member of the
Retirement Plan Committee
Date: June 26, 1996 By: /s/ Renee P. Seefried
--------------------------- ---------------------------------
Renee P. Seefried
Member of the Retirement
Plan Committee
12
<PAGE>
Exhibit Index
-------------
Exhibit
Number Description
- ------ ----------------------------
24 Consent of KPMG Peat Marwick
<PAGE>
KPMG Peat Marwick LLP
CityPlace II
Hartford, CT. 06103-4103
Independent Auditors' Consent
-----------------------------
The Board of Directors
Webster Bank:
We consent to the incorporation by reference in the Registration Statement (No.
33-38286) on Form S-8 of the Webster Bank Employee Investment Plan of our report
dated June 26, 1996, relating to the statements of net assets available for
benefits of the Webster Bank Employee Investment Plan as of December 31, 1995
and 1994 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, 1995,
which report appears in the December 31, 1995 annual report on Form 11-K of the
Webster Financial Corporation.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Hartford, CT
June 26, 1996
