OMB APPROVAL
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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires:December 31, 1997
Washington, D.C. 20549 Estimated average burden
hours per form . . . . 14.90
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
People's Savings Financial Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
712300-10-2
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(CUSIP Number)
John V. Brennan
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
(203) 755-1422
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 4, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 712300-10-2 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Webster Financial Corporation
I.R.S. Employer Identification No.: 06-1187536
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
537,167*
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY - 0 -
OWNED BY
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 537,167*
WITH
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
537,167*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
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14 TYPE OF REPORTING PERSON*
CO; HC
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* Of the 537,167 shares shown, 476,167 shares are purchasable by Webster
Financial Corporation ("Webster") only upon exercise of an option (the "Option")
issued to Webster by People's Savings Financial Corp. ("People's") pursuant to
the Option Agreement, dated as of April 4, 1997, between Webster and People's.
Prior to the exercise of the Option, Webster is not entitled to any rights as a
shareholder of People's with respect to the 476,167 shares. The Option may only
be exercised upon the happening of certain events, as further referenced to in
Item 4, and none of which has occurred as of the date hereof. Webster expressly
disclaims beneficial ownership of any of the 476,167 shares of People's which
are purchasable upon exercise of the Option.
<PAGE>
Item 1. Security and Issuer
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This statement relates to the common stock, par value $1.00
per share (the "People's Common Stock"), of People's Savings Financial Corp.
(the "Issuer" or "People's"). The principal executive offices of the Issuer are
located at 123 Broad Street, New Britain, Connecticut 06053.
Item 2. Identity and Background
-----------------------
This statement is being filed by Webster Financial
Corporation, a Delaware corporation ("Webster"), which is the holding company
for Webster Bank, a federal savings bank headquartered in Waterbury, Connecticut
("Webster Bank"). Webster's principal business is the business of the Bank. The
principal office of Webster is located at Webster Plaza, Waterbury, Connecticut
06702. Webster has not during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Attached as Appendix I hereto and incorporated herein by
reference is a list containing the (a) name, (b) business address, and (c)
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of each director and executive officer of Webster. To Webster's
knowledge, each of the directors and executive officers of Webster is a United
States citizen, and, during the past five years, none of such directors and
executive officers has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
It is presently anticipated that any purchases of the 476,167
shares of People's Common Stock subject to the Option (defined in Item 4) would
be made with funds obtained from Webster's working capital. The 61,000
outstanding shares of People's Common Stock beneficially owned by Webster and
not subject to the Option were purchased by Webster with funds obtained from
Webster's working capital in the aggregate amount of $1,143,093
Item 4. Purpose of Transaction
----------------------
Webster and People's have entered into an option agreement
dated as of April 4, 1997 (the "Option Agreement"), pursuant to which People's
granted Webster an unconditional, irrevocable option (the "Option") to purchase
up to 476,167 shares of eople's Common Stock at a price of $25.00 per share,
subject to adjustment as provided in the Option Agreement. The Option is
exercisable or transferable only upon certain events as
<PAGE>
described in the Option Agreement, none of which has occurred as of the date of
this Schedule 13D. A copy of the Option Agreement is incorporated by reference
herein as Exhibit 2.2.
The Option Agreement was entered into as an inducement to
Webster to enter into an Agreement and Plan of Merger (the "Agreement"), among
People's, Webster and Webster Subsidiary Corporation ("Merger Sub"), pursuant to
which Webster will acquire People's through a merger of People's into Merger Sub
(the "Merger"). Pursuant to the Agreement, each issued and outstanding share of
People's Common Stock will be converted into and exchangeable for the equivalent
of $34.00 in value of Webster common stock, par value $.01 per share ("Webster
Common Stock"), subject to adjustment as provided therein. The exchange ratio
will be determined by dividing $34.00 by the average closing price of Webster
Common Stock for a specified 15-day trading period. If the average closing price
of Webster Common Stock is above $40.00 or falls between $32.00 and $34.00 for
the trading period, the exchange ratio will be fixed at .85 or 1.00,
respectively. If the average closing price is below $32.00, People's has the
right to terminate the transaction unless Webster increases the exchange ratio
to 1.0625. The Agreement has been approved by the Boards of Directors of both
Webster and People's. A copy of the Agreement is incorporated by reference
herein as Exhibit 2.1. The Merger is subject to various federal and state
regulatory approvals, approval of People's shareholders by a two-thirds vote of
its outstanding shares, and satisfaction of other customary closing conditions.
Certain directors and affiliates of People's have entered into
a stockholder agreement, dated as of April 4, 1997 (the "Stockholder
Agreement"), as provided for, and attached to, the Agreement.
The 61,000 shares of People's Common Stock beneficially owned
by Webster and not subject to the Option were acquired by Webster for investment
purposes and prior to Webster's negotiations to acquire People's.
Item 5. Interest in Securities of the Issuer
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The 476,167 newly issued shares of People's Common Stock that
Webster has the right to acquire pursuant to the Option are equal to 19.99% of
the total of (i) the number of outstanding shares of People's Common Stock and
(ii) the 476,167 shares issuable pursuant to the Option. Webster expressly
disclaims beneficial ownership of the 476,167 shares of People's Common Stock
subject to the Option because the Option is exercisable only upon certain
events, as described in the Option Agreement. If Webster were to exercise the
Option, Webster would have the sole power to vote (or to direct the vote) and
the sole power to dispose (or to direct the disposition) of the shares acquired.
Webster has the sole power to vote (or to direct the vote) and
the sole power to dispose (or to direct the disposition) of the 61,000
outstanding shares of People's Common Stock beneficially owned by Webster and
not subject to the Option.
If Webster were to exercise the Option, Webster would be the
beneficial owner of 537,167 shares of People's Common Stock, which are equal to
22.5% of the total of the number of outstanding shares.
<PAGE>
Except as set forth in Item 4, to Webster's knowledge, (i)
neither Webster nor any subsidiary or affiliate of Webster, nor any director or
executive officer of Webster beneficially owns any shares of People's Common
Stock; and (ii) there have been no transactions in People's Common Stock during
the past 60 days by Webster or by any of Webster's subsidiaries, affiliates,
directors or executive officers.
No person other than Webster has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of People's Common Stock beneficially owed by Webster.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
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As described in Item 4 above and incorporated by reference
herein as Exhibits 2.1 and 2.2 hereto, Webster has entered into the Agreement
and the Option Agreement with People's. Webster and certain directors and
affiliates of People's have entered into the Stockholder Agreement. Other than
the foregoing, or as referred to in the foregoing, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 of this statement or between such persons and any person
with respect to any securities of People's.
The foregoing descriptions of the Agreement and the Option
Agreement do not purport to be complete, and are qualified in their entirety by
the terms of such documents which are incorporated by reference herein as
exhibits to this statement.
Subject to the foregoing and except as described in this
statement, there are no contracts, arrangements, understandings, or
relationships (legal or otherwise) between Webster and any persons with respect
to any securities of the Issuer.
Item 7. Materials to be Filed as Exhibits
---------------------------------
Exhibit 2.1* Agreement and Plan of Merger, dated as of April 4, 1997, by
and between Webster Financial Corporation, Webster
Subsidiary Corporation and People's Savings Financial Corp.
Exhibit 2.2* Option Agreement, dated as of April 4, 1997, by and between
Webster Financial Corporation and People's Savings Financial
Corp.
Appendix 1 Directors and Executive Officers of Webster Financial
Corporation
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* Incorporated by reference to the Report of Webster Financial Corporation on
Form 8-K, filed with the Securities and Exchange Commission on April 14,
1997 (File. No. 000-15213).
<PAGE>
Signature
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D is true,
complete and correct.
WEBSTER FINANCIAL CORPORATION
Dated: April 11, 1997 By: /s/ John V. Brennan
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Name: John V. Brennan
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Title: Executive Vice President,
Chief Financial Officer
and Treasurer
(Principal Financial Officer)
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<PAGE>
APPENDIX 1
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DIRECTORS AND EXECUTIVE OFFICERS OF
WEBSTER FINANCIAL CORPORATION
NAME AND PRINCIPAL OCCUPATION BUSINESS ADDRESS
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Directors:
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Harold W. Smith Webster Financial Corporation
Chairman Emeritus Webster Plaza
Webster Financial Corporation Waterbury, CT 06702
John J. Crawford Webster Financial Corporation
President and Chief Executive Officer Webster Plaza
South Central Connecticut Regional Waterbury, CT 06702
Water Authority
90 Sargent Drive
New Haven, CT 06511
Achille A. Apicella Webster Financial Corporation
President Webster Plaza
Apicella, Testa & Company P.C. Waterbury, CT 06702
680 Bridgeport Avenue
Shelton, CT 06484
Joel S. Becker Webster Financial Corporation
Chairman and Chief Executive Officer Webster Plaza
Torrington Supply Company, Inc. Waterbury, CT 06702
P.O. Box 2838
Waterbury, CT 06720
O. Joseph Bizzozero, Jr., M.D. Webster Financial Corporation
Physician, BCB Medical Group Webster Plaza
140 Grandview Avenue Waterbury, CT 06702
Waterbury, CT 06708
Harry P. DiAdamo, Jr. Webster Financial Corporation
Director Webster Plaza
Webster Financial Corporation Waterbury, CT 06702
<PAGE>
Robert A. Finkenzeller Webster Financial Corporation
President, Eyelet Crafters, Inc. Webster Plaza
2712 South Main Street Waterbury, CT 06702
Waterbury, CT 06706
Walter R. Griffin Webster Financial Corporation
Griffin, Griffin & O'Brien, P.C. Webster Plaza
Webster Plaza Waterbury, CT 06702
Waterbury, CT 06702
J. Gregory Hickey, CPA Webster Financial Corporation
Retired Managing Partner of Hartford Webster Plaza
Office of Ernst & Young, LLP Waterbury, CT 06702
C. Michael Jacobi Webster Financial Corporation
President and Chief Executive Officer Webster Plaza
Timex Corporation Waterbury, CT 06702
P.O. Box 810
Middlebury, CT 06762
James C. Smith Webster Financial Corporation
Chairman and Chief Executive Officer Webster Plaza
Webster Financial Corporation Waterbury, CT 06702
Sister Marguerite Waite, C.S.J. Webster Financial Corporation
President and Chief Executive Officer Webster Plaza
and Treasurer Waterbury, CT 06702
St. Mary's Hospital
56 Franklin Street
Waterbury, CT 06702
Executive Officers who are not Directors:
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Lee A. Gagnon Webster Financial Corporation
Executive Vice President, Chief Operating Webster Plaza
Officer and Secretary Waterbury, CT 06702
John V. Brennan Webster Financial Corporation
Executive Vice President, Chief Financial Webster Plaza
Officer and Treasurer Waterbury, CT 06702
Ross M. Strickland Webster Financial Corporation
Executive Vice President, Mortgage Banking Webster Plaza
Waterbury, CT 06702
Peter K. Mulligan Webster Financial Corporation
Executive Vice President, Consumer Banking Webster Plaza
Waterbury, CT 06702
William T. Bromage Webster Financial Corporation
Executive Vice President, Business Banking Webster Plaza
Waterbury, CT 06702
