SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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): July 31, 1997
WEBSTER FINANCIAL CORPORATION
(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 06702
(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)
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Item 2. Acquisition or Disposition of Assets.
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On July 31, 1997, Webster Financial Corporation, a Delaware
corporation ("Webster"), completed its acquisition of the assets and business of
People's Savings Financial Corp., a Connecticut corporation ("People's Corp."),
and its subsidiary, People's Savings Bank & Trust ("PSB&T"), pursuant to an
Agreement and Plan of Merger, dated as of April 4, 1997 (the "Merger
Agreement"). People's Corp. is the holding company of PSB&T, a
Connecticut-chartered savings bank headquartered in New Britain, Connecticut. As
of March 31, 1997, People's Corp. operated nine banking offices and three trust
offices located primarily in Hartford and New Haven Counties, Connecticut and
had total consolidated assets of approximately $479.1 million and total deposits
of approximately $359.9 million.
In accordance with the provisions of the Merger Agreement, the merger
was effected on a stock for stock basis in a tax-free exchange. Each outstanding
share of People's Corp. common stock was converted into 0.85000 of a share of
Webster common stock, or approximately 1.6 million shares (excluding options to
purchase People's Corp. common stock that were not exercised prior to the
effective time of the acquisition and which were converted into options to
purchase Webster common stock at the exchange ratio), plus cash in lieu of
fractional shares. The exchange ratio in the acquisition was arrived at by
negotiation between Webster and People's Corp. in a competitive bid process. As
a stock for stock transaction, the acquisition will be accounted for under the
pooling of interests method of accounting.
Webster intends to continue to operate the majority of PSB&T's banking
offices as separate branch offices of Webster, but intends to consolidate
certain of PSB&T's and Webster's banking offices located in the same immediate
neighborhoods.
On August 1, 1997, Webster completed its acquisition of the business
and assets of Sachem Trust National Association ("Sachem"), pursuant to an
Agreement and Plan of Merger, dated as of May 6, 1997, as amended (the "Sachem
Agreement"). Sachem, the largest independent trust company in Connecticut, was
based in Guilford, Connecticut and operated trust offices in Connecticut in
Guilford, Westport and Greenwich. At June 30, 1997, Sachem Trust had
approximately $300 million in trust assets under management.
In accordance with the provisions of the Sachem Agreement, the
acquisition was effected as a tax free exchange whereby the 173,000 outstanding
shares of Sachem were converted into either (a) a total of .49325 of a share of
Webster common stock, plus cash in lieu of fractional shares, or (b) a total of
$47.725, at the election of the holder of the Sachem shares, subject to
proration in the event that the holders of more than 19.9% of the outstanding
Sachem shares elect to receive cash or exercise dissenters' rights. The
consideration in the acquisition was arrived at by negotiation between Webster
and Sachem.
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Webster will issue up to 85,333 shares in the acquisition. Approximately ten
percent of the consideration will be held in escrow for approximately one year
pending certain conditions and may be used by Webster for certain expenses and
liabilities detailed in the Sachem Agreement. The transaction will be accounted
for as a purchase business combination.
Webster has combined the trust operations of PSB&T and Sachem into a
separately owned subsidiary of Webster Bank called Webster Trust Company,
National Association that is based in Guilford, Connecticut and has operations
in New Britain, Connecticut.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial statements of businesses acquired.
The following audited financial statements of People's Corp. have
previously been filed with the Securities and Exchange Commission (the "SEC") as
part of the Annual Report on Form 10-KA of People's Corp. for the fiscal year
ended December 31, 1996 and are incorporated herein by reference:
-- Report of Independent Accountants.
-- Consolidated Balance Sheets for the fiscal years ended
December 31, 1996 and 1995.
-- Consolidated Statements of Income for the fiscal years ended
December 31, 1996, 1995 and 1994.
-- Consolidated Statements of Cash Flows for the fiscal years
ended December 31, 1996, 1995 and 1994.
-- Notes to Consolidated Financial Statements.
The following unaudited financial statements of People's Corp. have
previously been filed with the SEC as part of the Quarterly Report of People's
Corp. on Form 10-Q for the quarter ended March 31, 1997, and are incorporated
herein by reference:
-- Condensed Consolidated Balance Sheets - March 31, 1997 and
December 31, 1996.
-- Condensed Consolidated Statements of Income - Three Months
ended March 31, 1997 and 1996.
-- Condensed Consolidated Statements of Cash Flows - Three
Months ended March 31, 1997 and 1996.
-- Notes to Condensed Consolidated Financial Statements - March
31, 1997.
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(b) Pro forma financial information.
The required pro forma financial information of Webster, People's
Corp. and Sachem has previously been filed with the SEC as part of Webster's
Registration Statement on Form S-4 filed on May 21, 1997, as amended by
Pre-Effective Amendment No. 1 to Form S-4 filed on June 18, 1997, and is
incorporated herein by reference.
(c) Exhibits.
2.1 The Merger Agreement has previously been filed with the SEC as
Exhibit 2.1 to the Current Report on Form 8-K filed by Webster
on April 14, 1997 and is incorporated herein by reference.
99.1 Press release
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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)
By: /s/ John V. Brennan
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John V. Brennan
Executive Vice President,
Chief Financial Officer and Treasurer
Date: August 14, 1997
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EXHIBIT INDEX
2.1 The Merger Agreement has previously been filed with the SEC
as Exhibit 2.1 to the Current Report on Form 8-K filed by
Webster on April 14, 1997 and is incorporated herein by
reference.
99.1 Press release
EXHIBIT 99.1
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[WEBSTER FINANCIAL CORPORATION LOGO] Webster Plaza
Waterbury, Connecticut 06702
Media Contact: Christopher Capot Investor Contact: John V. Brennan
(203) 578-2461 (203) 578-2335
WEBSTER COMPLETES PEOPLE'S AND SACHEM MERGERS
WATERBURY, Conn., August 1, 1997 - Webster Financial Corporation (Nasdaq: WBST),
announced today that it has completed its previously announced merger
transactions with People's Savings Financial Corp., holding company for People's
Savings Bank & Trust, and Sachem Trust National Association.
With the addition of People's and Sachem Trust, Webster will now have $6.4
billion in assets, 83 banking offices and more than 100 ATMs extending from the
Massachusetts border through central Connecticut to Long Island Sound.
Webster plans to combine the trust operations of People's and Sachem Trust into
a separately operated subsidiary of Webster Bank called Webster Trust that is
based in Guilford, Conn., and has its operations in New Britain, Conn. Webster
Trust will have six offices and more than $600 million in trust assets under
management.
"Webster customers will benefit from our new trust and investment management
services, in addition to Webster's growing financial strength and broadening
capabilities as a full-service financial company," said James C. Smith,
Webster's chairman and chief executive. "Sachem Trust customers will now have
access to our extensive banking products and services, while People's customers
will benefit from an expanded banking network."
On July 30, 1997, Webster received federal approval from its primary regulator,
the Office of Thrift Supervision, to acquire New Britain, Conn.-based People's,
which had $482 million in assets and $327 million in trust assets under
management. People's operated nine banking offices in Greater New Britain and
Greater Meriden and three trust offices. Under terms of the agreement, People's
shareholders will receive .85 shares of Webster common stock for each share of
People's common stock they hold.
Webster has also received federal approval from the Office of the Comptroller of
the Currency and the Office of Thrift Supervision to acquire Sachem Trust, the
largest independent trust company in Connecticut. Sachem Trust operated trust
offices in Guilford, Westport and Greenwich and had approximately $300 million
in trust assets under management. Under terms of the agreement, Sachem Trust
shareholders will receive 0.493 shares of Webster common stock for each share of
Sachem Trust common stock. Webster will issue up to 85,333 shares of Webster
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common stock in exchange for all 173,000 outstanding shares of Sachem Trust.
Approximately 10 percent of the consideration will be held in escrow for one
year pending certain conditions and may be used by Webster to fund certain
expenses detailed in the merger agreement. Webster plans to repurchase shares of
Webster common stock up to the total number of shares issued to Sachem Trust
shareholders.
