WEBSTER FINANCIAL CORP
8-K, 1997-01-02
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  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): December 30, 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   ("Webster")  announced  that  it  has
received approval from its primary  regulator,  the Office of Thrift Supervision
to  acquire  DS  Bancor,  Inc.  ("DS  Bancor")  on a stock for stock  basis in a
tax-free  exchange.  Shareholders  of DS Bancor will receive  1.14158  shares of
Webster  common  stock for each  share of DS Bancor  common  stock.  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 December 30, 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: January 2, 1997






Media           Christopher Capot           Investor          John V. Brennan
Contact:        (203) 578-2461              Contact:          (203) 578-2335


       WEBSTER FINANCIAL CORPORATION RECEIVES FEDERAL REGULATORY APPROVAL
                           TO PURCHASE DS BANCOR, INC.

WATERBURY,  CONNECTICUT,  December  30,  1996 -- Webster  Financial  Corporation
(NASDAQ:  WBST) has received approval from its primary regulator,  the Office of
Thrift  Supervision,  to purchase DS Bancor Inc.,  the holding  company of Derby
Savings Bank. When the merger is completed,  DS Bancor shareholders will receive
1.14158 shares of Webster common stock for each share of DS Bancor common stock.
Webster and DS Bancor  shareholders  will vote on the  proposed  acquisition  in
separate  shareholder meetings on January 30, 1997. The Banking Commissioner for
the State of Connecticut must also approve the acquisition.

"Our plans to acquire DS Bancor, Inc. are proceeding as scheduled," said Webster
Chairman and Chief  Executive  Officer James C. Smith.  "This  acquisition  will
expand  Webster's  franchise  and  further  solidifies  Webster's  position as a
strong,  independent,  Connecticut-based  bank  with a bright  future."  Webster
anticipates closing the transaction in the first quarter of 1997.

Webster Financial Corporation,  headquartered in Waterbury,  Connecticut, is the
holding company for Webster Bank.  Webster has 65 banking offices extending from
the  Massachusetts  border  through  central  Connecticut  to Long Island Sound.
Webster  provides  financial  services to individuals and businesses  throughout
Connecticut.


This press release shall not constitute an offer to sell or the  solicitation of
an offer to buy or shall there be any sale of  securities  in any state in which
such offer,  solicitation  or sale would be unlawful  prior to  registration  or
qualification under the securities laws of any such state.




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