<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Fiscal Year Ended December 31, 1995
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from to .
Commission File Number: 0-15213
WEBSTER FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 06-1187536
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Webster Plaza, Waterbury, Connecticut 06720
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 753-2921
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 per value
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
-- --
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Based upon the closing price of the registrant's common stock as of
March 15, 1996, the aggregate market value of the voting stock held by
non-affiliates of the registrant is $211,924,494. Solely for purposes of this
calculation, the shares held by directors and executive officers of the
registrant and by shareholders beneficially owning more than 10% of the
registrant's outstanding common stock, who may or may not be deemed to have been
excluded.
The number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date is:
Class: Common Stock, par value $.01 per share
Issued and Outstanding at March 27, 1996 : 8,103,746
DOCUMENTS INCORPORATED BY REFERENCE
Part I and II: Portions of the Annual Report to Shareholders for fiscal year
ended December 31, 1995
Part III: Portions of the Definitive Proxy Statement for the Annual
Meeting of Shareholders to be held on April 25, 1996.
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EXHIBIT INDEX*
Number Description
3.1 Restated Certificate of Incorporation incorporated herein by reference
to Exhibit 3(a) to the Corporation's Form 10-K filed on March 27,
1987).
3.2 Certificate of Amendment of Restated Certificate of Incorporation
(incorporated herein by Reference to Exhibit 4.2 to the Corporation's
Registration Statement on Form S-2, Registration No. 33-54980, filed on
November 25, 1992).
3.3 Certificate of Designation for the Series A Cumulative Perpetual
Preferred Stock (incorporated herein by reference from the Registrant's
Form 8-K filed on October 19, 1 992).
3.4 Certificate of Designation for the Series B 7-1/2% Cumulative
Convertible Preferred Stock (incorporated herein by reference to
Exhibit 4.4 to Pre-Effective Amendment No. 2 to the Corporation's
Registration Statement on Form S-2, Registration No. 33-54980, filed on
December 22, 1992).
3.5 Bylaws of Registrant (incorporated by reference to Exhibit 3.5 to the
Corporation's Form 10-K filed on March 31, 1995).
3.6 Certificate of Designation for the Series C Participating Preferred
Stock (incorporated by reference to the Corporation's Form 8-K filed on
February 12, 1 996).
10.1 1986 Stock Option Plan of Webster Financial Corporation (incorporated
herein by reference to Exhibit 10(a) to the Corporation's Form 10-K
filed on March 27, 1 987).
10.2 1 992 Stock Option Plan of Webster Financial Corporation (incorporated
by reference to Exhibit 10.2 to the Corporation's Form 10-K filed on
March 31, 1994).
10.3 Amendment No. 1 to 1992 Stock Option Plan (incorporated by reference to
Exhibit 10.3 to the Corporation's Form 10-K filed on March 31, 1994).
10.4 Short-term Incentive Compensation Plan (incorporated by reference to
Exhibit 10.4 to the Corporation's Form 10- K filed on March 31, 1 995).
10.5 Long-Term Incentive Compensation Plan (incorporated by reference to
Exhibit 99.6 to the Corporation's Form 8- K/A filed on November 10,
1993).
10.6 Performance Incentive Plan (incorporated by reference to Exhibit 10.6
to the Corporation's Form 10-K filed on March 31, 1995).
10.7 Amended and Restated Employee Stock Ownership Plan, effective as of
January 1, 1989 (incorporated by reference to Exhibit 10.7 to the
Corporation's Form 10-K filed on March 31, 1995).
10.8 First Federal Bank Deferred Compensation Plan for Directors and
Officers, effective December 7, 1 987 (incorporated herein by reference
to Exhibit 10(l) to the Corporation's Form 10-K filed on March 29,
1988).
10.9 Form of Supplemental Retirement Plan for Harold W. Smith (incorporated
herein by reference to Exhibit 10(j) to the Corporation's Form 10-K
filed on March 29, 1 988).
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10.10 Form of Stock Option Agreement for Harold W. Smith (initial)
(incorporated herein by reference to Exhibit 10(k) to the Corporation's
Form 10-K filed on March 29, 1988).
10.11 Form of Stock Option Agreement for Executive Officers (initial)
(incorporated herein by reference to Exhibit 10(l) to the Corporation's
Form 10-K filed on March 29, 1988).
10.12 Form of Stock Option Agreement for Directors (initial) (incorporated
herein by reference to Exhibit 10(m) to the Corporation's Form 10-K
filed on March 29, 1988).
10.13 Form of Stock Option Agreement for Employees (1987) (incorporated
herein by reference to Exhibit 10(n) to the Corporation's Form 10-K
filed on March 29, 1988).
10.14 Form of Incentive Stock Option Agreement (for employees with employment
agreements).(incorporated by reference to Exhibit 10.1 5 to the
Corporation's Form 10-K filed on March 31, 1994).
10.15 Form of Incentive Stock Option Agreement (for employees with severance
agreements)(incorporated by reference to Exhibit 10.1 6 to the
Corporation's Form 10-K filed on March 31, 1994).
10.16 Form of Incentive Stock Option Agreement (for employees with no
employment or severance agreements) (incorporated by reference to
Exhibit 10.17 to the Corporation's Form 10-K filed on March 31,
1994).
10.17 Form of Nonqualified Stock Option Agreement (for employees with
employment agreements) (incorporated by reference to Exhibit 1 0. 18
to the Corporation's Form 10-K filed on March 31, 1994).
10.18 Form of Non-Incentive Stock Option Agreement (for non-employee
directors).(incorporated by reference to Exhibit 10.19 to the
Corporation's Form 10-K filed on March 31, 1994).
10.19 Form of Non-Incentive Stock Option Agreement (for employees with
employment agreements) (incorporated by reference to Exhibit 10.20 to
the Corporation's Form 10-K filed on March 31, 1994).
10.20 Form of Non-incentive Stock Option Agreement (for employees with
severance agreements) (incorporated by reference to Exhibit 10.21 to
the Corporation's Form 10-K filed on March 31, 1994).
10.21 Form of Non-incentive Stock Option Agreement (for employees with no
employment or severance agreements)(incorporated by reference to
Exhibit 10.22 to the Corporation's Form 10-K filed on March 31, 1994).
10.22 Form of Incentive Stock Option Agreement (for employees) (revised)
(incorporated by reference to Exhibit 10.22 to the Corporation's Form
10-K filed on March 31, 1995).
10.23 Form of Nonqualified Stock Option Agreement (for employees with
employment agreements) (revised) (incorporated by reference to Exhibit
10.23 to the Corporation's Form 10-K filed on March 31, 1995).
10.24 Form of Nonqualified Stock Option Agreement (immediate vesting)
(incorporated by reference to Exhibit 10.24 to the Corporation's Form
10-K filed on March 31, 1995).
10.25 Form of Nonqualified Stock Option Agreement (for senior officers of
Bristol Mortgage) (incorporated by reference to Exhibit 10.25 to the
Corporation's Form 10-K filed on March 31, 1995).
<PAGE>
10.26 Supplemental Retirement Plan for Employees of First Federal Bank, as
amended and restated effective as of October 1, 1994 (incorporated by
reference to Exhibit 10.26 to the Corporation's Form 10-K filed on
March 31, 1995).
10.27 Consulting Agreement between First Federal Bank and Harold W. Smith,
Jr., dated as of January 1, 1994 (incorporated herein by reference to
Exhibit 10.12 to the Corporation's Form 8-K/A filed on January 13,
1994).
10.28 Employment Agreement between the Corporation, First Federal Bank and
James C. Smith, dated as of January 1, 1995 (incorporated by reference
to Exhibit 10.28 to the Corporation's Form 10-K filed on March 31,
1995).
10.29 Employment Agreement between the Corporation, First Federal Bank and
Lee A. Gagnon, dated as of January 1, 1995 (incorporated by reference
to Exhibit 10.29 to the Corporation's Form 10-K filed on March 31,
1995).
10.30 Employment Agreement between the Corporation, First Federal Bank and
John V. Brennan, dated as of January 1, 1995 (incorporated by reference
to Exhibit 10.30 to the Corporation's Form 10-K filed on March 31,
1995).
10.31 Employment Agreement between the Corporation, First Federal Bank and
Ross M. Strickland, dated as of January 1, 1995 (incorporated by
reference to Exhibit 10.31 to the Corporation's Form 10-K filed on
March 31, 1995).
10.32 Employment Agreement among the Registrant, First Federal Bank and Gary
M. MacElhiney, dated as of January 1, 1995 (incorporated by reference
to Exhibit 10.32 to the Corporation's Form 10-K filed on March 31,
1995).
10.33 Purchase and Assumption Agreement among FDIC, Receiver of Suffield
Bank, FDIC and First Federal Bank, dated September 6, 1991
(incorporated herein by reference to Exhibit 10(m) from the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992).
10.34 Indemnity Agreement between FDIC and First Federal Bank dated as of
September 6, 1991 (incorporated herein by reference to Exhibit 10(n) to
the Registrant's Annual Report on Form 10-K for the year ended December
31, 1991).
10.35 Purchase and Assumption Agreement among the FDIC, in its corporate
capacity as receiver of First Constitution Bank, First Federal Bank and
the FDIC, dated as of October 2, 1992 (incorporated herein by reference
from the Registrant's Form 8-K filed on October 19, 1992).
10.36 Amendment No. 1 to Purchase and Assumption Agreement, dated as of
August 8, 1994, between the FDIC and First Federal (incorporated by
reference to Exhibit 10.36 to the Corporation's Form 10-K filed on
March 31, 1995).
10.37 Indenture, dated as of June 15, 1993, between the Corporation and
Chemical Bank, as Trustee, relating to the Corporation's 8 3/4% Senior
Notes due 2000 (incorporated herein by reference to Exhibit 99.5 to the
Corporation's Form 8-K/A filed on November 10, 1993).
10.38 Severance Payment Agreement between the Corporation, Webster Bank and
Peter K. Mulligan dated as of April 17, 1995.
<PAGE>
13. Annual Report to Shareholders.**
21. Subsidiaries.**
24. Consent of KPMG Peat Marwick.**
27. Financial Data Schedule
* References herein to First Federal Bank now mean Webster Bank.
** Previously filed
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WEBSTER FINANCIAL CORPORATION
Registrant
BY: /s/ James C.Smith
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James C. Smith,
Chairman and Chief Executive Officer
Date: April 19, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities noted as of April 19, 1996.
By: /s/.John V. Brennan
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John V. Brennan,
Executive Vice President,
Chief Financial Officer and Treasurer
By: /s/ Peter J. Swiatek
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Peter J. Swiatek
Controller
By: /s/ Harold W. Smith
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Harold W. Smith
Director
By: /s/ Joel S. Becker
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Joel S. Becker
Director
By: /s/ 0. Joseph Bizzozero, Jr
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0. Joseph Bizzozero, Jr.
Director
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By: /s/ Walter R. Griffin
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Walter R. Griffin
Director
By: /s/ Robert A. Finkenzeller
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Robert A. Finkenzeller
Director
By: /s/ Marguerite F. Waite
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Marguerite F. Waite
Director
By: /s/ J. Gregory Hockey
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J. Gregory Hickey
Director
<PAGE>
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<ARTICLE> 5
<MULTIPLIER> 1000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<EXCHANGE-RATE> 1
<CASH> 70,245
<SECURITIES> 1,044,640
<RECEIVABLES> 1,996,795
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 67,336
<PP&E> 40,654
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,219,670
<CURRENT-LIABILITIES> 2,400,202
<BONDS> 553,114
<COMMON> 192,787
0
17,186
<OTHER-SE> 56,381
<TOTAL-LIABILITY-AND-EQUITY> 3,219,670
<SALES> 218,811
<TOTAL-REVENUES> 240,786
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 79,587
<LOSS-PROVISION> 3,100
<INTEREST-EXPENSE> 131,533
<INCOME-PRETAX> 26,566
<INCOME-TAX> 8,246
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<NET-INCOME> 18,320
<EPS-PRIMARY> 2.44
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