UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 8, 1996
WEBSTER FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-15213 06-1187536
-------- ------- ----------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
Webster Plaza, Waterbury, Connecticut 06720
-------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 753-2921
-------------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
------------
Webster Financial Corporation and DS Bancor, Inc. announced today that
they have signed a definitive merger agreement by which Webster Financial
Corporation will acquire DS Bancor, Inc. on a stock for stock basis for $43 per
share in a tax-free exchange. The merger must be approved by Webster and Derby
shareholders and by federal and state bank regulatory authorities and is subject
to various customary closing conditions. The merger agreement has been approved
by the boards of directors of both Webster and Derby. Derby has granted Webster
an option, exercisable under certain conditions, to purchase newly issued shares
of Derby common stock equal to 18.6 percent of its outstanding shares. The
merger agreement contains mutual provisions for expense reimbursement and a
breakup fee under certain conditions. The acquisition is expected to close in
the first quarter of 1997 and to be accounted for as a pooling of interests.
Webster issued a press release on October 8, 1996 describing the signing of the
definitive agreement with DS Bancor, Inc. Such press release is filed as Exhibit
99 hereto and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99. Press Release of Webster dated October 8, 1996.
<PAGE>
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
-----------------------------
(Registrant)
/s/ John V. Brennan
------------------------------
John V. Brennan
Executive Vice President,
Chief Financial Officer
and Treasurer
Date: October 9, 1996
---------------
<PAGE>
EXHIBIT INDEX
Pages in Sequentially
Exhibit No. Exhibit Numbered Copy
- ----------- ------- -------------
Exhibit 99 Press Release of Webster 5
dated October 8, 1996
Webster Financial to Acquire DS Bancor
For Immediate Release
<TABLE>
<CAPTION>
<S> <C>
Webster Bank Contacts: DS Bancor Contact:
Brent S. Di Giorgio, (203) 578-2561, Media Katherine C. Partesano, (203) 736-5127
John V. Brennan, (203) 578-2335, Investors
</TABLE>
WATERBURY, CONNECTICUT and DERBY, CONNECTICUT, October 8, 1996 -- Webster
Financial Corporation (NASDAQ: WBST) and DS Bancor, Inc. (NASDAQ: DSBC)
announced today that they have signed a definitive merger agreement by which
Webster Financial Corporation will acquire DS Bancor, Inc. on a stock for stock
basis valued at $43 per share in a tax-free exchange. The merger has an
aggregate transaction value of $137 million. Webster expects the acquisition to
be accretive to earnings per share and tangible book value in 1997.
Webster is the holding company for Webster Bank, which operates 63 banking
offices throughout Connecticut's central corridor. DS Bancor ["Derby"] is the
holding company for Derby Savings Bank, which operates 23 banking offices
primarily in south central Connecticut.
Under terms of the agreement, Derby shareholders will receive the equivalent of
$43 in Webster common stock for each share of Derby common stock. The exchange
ratio will be determined by dividing $43 by the average closing price of Webster
common stock for a specified 15-day period preceding the closing date, subject
to a collar adjustment, noted below.
The purchase price is approximately 1.6 times Derby's book value, and 14 times
Derby's latest quarter annualized earnings. The acquisition is expected to close
in the first quarter of 1997 and to be accounted for as a pooling of interests.
Webster expects to recognize acquisition related charges of approximately $15
million after tax.
James C. Smith, chairman and chief executive officer of Webster, said, "The
acquisition of Derby expands and strengthens Webster's franchise and is
accretive to earnings per share and tangible book value in 1997. Derby is a
profitable, well-managed institution with an attractive retail banking franchise
and a strong capital position. Existing customers will benefit from the ability
to bank at expanded branch and ATM locations." The merger will increase
Webster's assets to over $5 billion and its deposits to over $4 billion,
representing over 7 percent of total deposit market share in Connecticut. On a
pro forma basis, Webster will be the largest Connecticut-based bank in its
primary markets.
- more -
<PAGE>
Harry P. DiAdamo, Jr., president and chief executive officer of DS Bancor and
Derby Savings Bank, said, "Our board of directors is unanimous in its belief
that the best long-term interests of our shareholders, customers and employees
are served by our merger with Webster. Our institutions share common business
philosophies and a strong commitment to the state of Connecticut and the
communities we serve. The merger increases our capacity to provide financial
services to our growing number of customers. Following the merger, Derby
customers will be able to transact business at Webster Bank locations and will
benefit from Webster's broad product offering."
Regarding the exchange ratio, if Webster's average closing price is between
$31.50 and $38.50, the exchange ratio will adjust to offer Derby shareholders
$43 per share. If Webster's average closing price is greater than $38.50, the
exchange ratio will be fixed at 1.117 shares of Webster for each share of Derby.
If Webster's average closing price is below $31.50 but more than or equal to
$28, the exchange ratio will be fixed at 1.365. If Webster's closing price is
below $28, Derby can terminate the transaction unless Webster increases the
exchange ratio to a level that provides Derby shareholders with a value equal to
that received at a $28 Webster average closing price.
At June 30, 1996, Derby had total assets of $1.3 billion, deposits of $1.0
billion, loans of $900 million and shareholders' equity of $84 million. Derby
had net income of $2.4 million, or $0.76 per fully diluted common share for the
quarter ended June 30, 1996, and nonaccrual assets equal to 1.5 percent of total
assets. A list of Derby locations accompanies this release.
At June 30, 1996, Webster had total assets of $3.8 billion, deposits of $3.1
billion, loans of $2.5 billion, and shareholders' equity of $215 million.
Webster had net income of $7.4 million or $.81 per fully diluted share for the
quarter ended June 30, 1996.
The merger must be approved by Webster and Derby shareholders and by federal and
state bank regulatory authorities and is subject to various customary closing
conditions. The merger agreement has been approved by the boards of directors of
both Webster and Derby. Derby has granted Webster an option, exercisable under
certain conditions, to purchase newly issued shares of Derby common stock equal
to 18.6 percent of its outstanding shares. The merger agreement contains mutual
provisions for expense reimbursement and a breakup fee under certain conditions.
Merrill Lynch is serving as Webster's financial advisor and Alex. Brown & Sons,
Incorporated is serving as Derby's financial advisor.
Webster Financial Corporation, headquartered in Waterbury, Connecticut, is the
holding company for Webster Bank. Webster has 63 banking offices extending from
the Massachusetts border through central Connecticut to Long Island Sound.
Webster provides financial services to individuals and businesses throughout
Connecticut.
- more -
<PAGE>
LIST OF DERBY SAVINGS BANK OFFICES
(24 including corporate headquarters)
AVON
Tri-Town Plaza, 320 West Main St.
DERBY
33 Elizabeth St., Derby (Corporate Headquarters)
One Elizabeth St.
Orange-Derby Shopping Center
EAST HARTFORD 471 Main St.
FAIRFIELD
1919 Black Rock Turnpike
GLASTONBURY
119 Hebron Ave.
HAMDEN
2855 Dixwell Ave.
NEW BRITAIN
185 Main St.
435 S. Main St.
275 Newington Ave.
681 West Main St.
NEWINGTON
260 Hartford Ave.
ORANGE
35 Old Tavern Road
PLAINVILLE
54 East St.
ROCKY HILL
2049 Silas Dean Highway
SEYMOUR
15 New Haven Road
SHELTON
502 Howe Ave.
506 Shelton Ave.
SOUTHBURY
325 Main St. South
STRATFORD
3520 Main St.
TRUMBULL
952 White Plains Road
WEST HARTFORD
1253 New Britain Ave.
970 Farmington Ave.
