WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1996, 1995 AND 1994
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED).
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
COMMISSION FILE NUMBER 0-15213
A. FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM
THAT OF THE ISSUER NAMED BELOW:
WEBSTER BANK EMPLOYEE INVESTMENT PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE
ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:
WEBSTER FINANCIAL CORPORATION
WEBSTER PLAZA
WATERBURY, CT 06720
TELEPHONE (203) 753-2921
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
FORM 11-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
INDEX
Independent Auditors' Report .................................... 1
Statements of Net Assets Available for Benefits.................. 2
Statements of Changes in Net Assets Available for Benefits....... 3
Notes to Financial Statements ................................... 4-10
Schedule 1 - Item 27a - Schedule of Assets Held for Investment
Purposes ...................................................... 11
Schedule 2 - Item 27d - Schedule of Reportable Transactions...... 12
Signatures ...................................................... 13
Independent Auditors' Consent.................................... Exhibit 23
Note: The following schedules, as required by Section 103(c)(5) of the
Employees Retirement Income Securities Act, are not applicable:
Item 27a - Schedule of Assets Held for Investment Purposes that were
Both Acquired and Disposed of Within The Plan Year,
Item 27b - Schedule of Loans or Fixed Income Obligations,
Item 27c - Schedule of Leases in Default or Classified as
Uncollectible,
Item 27e - Schedule of Non-Exempt Transactions.
<PAGE>
KPMG Peat Marwick LLP
CityPlace II
Hartford, CT 06103-4103
Independent Auditors' Report
----------------------------
The Board of Directors
Webster Bank:
We have audited the accompanying statements of net assets available for benefits
of the Webster Bank Employee Investment Plan as of December 31, 1996 and 1995,
and the related statements of changes in net assets available for benefits for
each of the years in the three-year period ended December 31, 1996. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Webster Bank
Employee Investment Plan, as of December 31, 1996 and 1995, and the changes in
net assets available for benefits for each of the years in the three-year period
ended December 31, 1996, in conformity with generally accepted accounting
principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes and reportable transactions are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements, and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ KPMG PEAT MARWICK LLP
Hartford, Connecticut
June 27, 1997
1
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
Statements of Net Assets Available for Benefits
DECEMBER 31, 1996 AND 1995
1996 1995
----------- -----------
ASSETS
Investments (Cost basis of $12,651,042 $ 8,525,425
$11,530,659 in 1996 and
$6,963,101 in 1995)(Note 3)
Loans to Participants 321,714 160,978
Receivables 166,927 115,606
Cash 5,695 581
----------- -----------
Total Assets $13,145,378 $ 8,802,590
=========== ===========
Net Assets Available for
Benefits $13,145,378 $ 8,802,590
=========== ===========
See accompanying notes to financial statements.
2
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
ASSETS
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
<S> <C> <C> <C>
Net Investment Income:
Net Appreciation (Depreciation)in
Fair Value of Investments $ 1,320,242 $ 1,539,992 $ (509,273)
Interest and Dividends 345,517 324,867 400,996
Contributions:
Participants 2,856,883 1,058,216 897,642
Employer 622,532 426,228 238,039
Transfer from Bristol Savings Bank Plan -- -- 2,938,437
----------- ----------- -----------
Total Additions 5,145,174 3,349,303 3,965,841
----------- ----------- -----------
DEDUCTIONS
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits Paid to Participants 781,825 1,169,056 612,217
Miscellaneous Expenses 20,561 1,200 425
----------- ----------- -----------
Total Deductions 802,386 1,170,256 612,642
----------- ----------- -----------
Net Increase 4,342,788 2,179,047 3,353,199
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of Year 8,802,590 6,623,543 3,270,344
----------- ----------- -----------
End of Year $13,145,378 $ 8,802,590 $ 6,623,543
=========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994
1. DESCRIPTION OF THE PLAN
-----------------------
The following brief description of the Webster Bank Employee Investment
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the full Plan document for a more complete
description of the Plan's provisions.
(a) General
-------
The Plan is a qualified profit-sharing plan under Section 401(k)of the
Internal Revenue Code of 1986 that covers all Webster Bank (the "Bank")
employees who have attained age 21 and have completed one year of service(at
least 1,000 hours of service). The Plan is also subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA") as amended. Webster
Financial Corporation,("Webster"), through its subsidiary, Webster Bank,
delivers financial services to individuals, families and businesses throughout
Connecticut. The Bank is organized along three business lines- consumer,
business and mortgage banking, supported by centralized administration and
operations. The Corporation has grown significantly in recent years, primarily
through a series of acquisitions which have expanded and strengthened its
franchise in Connecticut. The Bank was founded in 1935 and converted from a
federal mutual to a federal stock institution in 1986.
The Plan was initially adopted by the Board of Directors of the Bank's
predecessor, First Federal Bank, effective as of October 1, 1984. Subsequent to
this date, the Plan was amended on various dates due to certain legislative and
regulatory changes, employer name change, plan merger, plan name change and for
various acquisitions. On March 3, 1994, Webster, the parent of First Federal
Bank, acquired Bristol Savings Bank. Effective May 1, 1994, the Bristol Savings
Bank Employee Investment Plan was merged with the First Federal Bank Employee
Investment Plan with the latter being the surviving Plan. On November 1, 1995,
Bristol Savings Bank was converted from a state to a federal charter under the
new name of Webster Bank, at which time First Federal Bank was merged into the
renamed Webster Bank. The First Federal Bank Employee Investment Plan was
concurrently renamed the Webster Bank Employee Investment Plan.
On January 2, 1996, the Plan's record keeper was changed from CPI
Qualified Plan Consultants, Incorporated to Benefit Concepts Incorporated.
The Plan year is the calendar year and participation in the Plan is
completely voluntary.
4
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994
(b) Contributions
-------------
Employees who are members of the Plan, may make contributions of 1%
through 10% of their pay on a before tax basis. Total salary deferrals are
limited to $9,500 for 1996 and $9,240 for the 1995 and 1994 calendar years. The
Employer contributes a matching contribution to the Plan equal to 50% of the
first 6% of a participant's salary deferral contribution. The Bank may also make
a discretionary contribution to the Plan on behalf of employee participants. The
investment alternatives available under the Plan for the 1996 plan year are
summarized below:
<TABLE>
<S> <C>
AIM Constellation Fund: This fund invests in common stocks
with emphasis on medium-sized and
smaller emerging growth companies.
American New Perspective Fund: This fund invests primarily in the
common stocks of companies based around
the world.
Fidelity Advisor Growth This fund invests in common stocks of
Opportunities Fund: smaller to medium sized companies. The
fund may also invest in debt securities
and cyclicals.
Webster Financial Corporation This fund invests 100% in the common
Common Stock: stock of Webster.
American Bond Fund of America: This fund invests in diversified bond
fixed income securities.
American Fundamental Investors This fund invests primarily in
Fund: diversified common stocks.
Paine Webber Stable Value This fund invests in units of the GIC
Fund: portfolio under the Paine Webber Trust
Company pooled trust.
</TABLE>
5
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994
(c) Vesting
-------
All amounts contributed to the 401(k) Plan are fully vested and non-
forfeitable at all times.
(d) Payment of Benefits
-------------------
Under the Plan, a participant's "normal retirement date" is the date
age 65 is attained. Payment of a participants's account balance begins not later
than 60 days following the end of the Plan year during which retirement occurs.
Payment options available under the Plan are: Single Lump Sum; Lump
Sum/Installment; Installment; Joint and Survivor Annuity; Life Annuity and Life
Annuity with Term Certain Guaranteed. If a participant's employment with the
Bank terminates before normal retirement date, the participant is always 100%
vested for their account balance. In the event of death, while a participant is
actively employed, the account balance will be paid to the designated
beneficiary or beneficiaries. In the event of total and permanent disability, a
participant will receive payment of their account balance as if retirement had
occurred.
(e) Loans
-----
Employees have the ability to borrow up to 50% of their account
balances, not to exceed $50,000. Interest is repaid to their account at
prevailing interest rates.
(f) Rollovers
---------
Under the Plan, transfers from other tax-qualified retirement plans are
permitted. Rollovers must be deposited to the Plan trust fund within 60 days of
receipt. All rollovers will be invested and distributed in accordance with the
rules of the Plan.
(g) Hardship Withdrawals
--------------------
Hardship withdrawals are permitted under the Plan for specific reasons
when the participant has met conditions required by the Plan.
6
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
The following are the significant accounting policies followed by the
Plan:
(a) Basis of Accounting
-------------------
The accompanying financial statements of the Plan are prepared in
accordance with the accrual basis of accounting.
(b) Purchases and Sales Transactions
--------------------------------
Transactions are recorded on a trade-date basis.
(c) Valuation of Assets
-------------------
Investments are stated at current market values, quoted market values
are used to value investments. Loans to participants are stated at amortized
cost, which approximates their market values.
(d) Use of Estimate
---------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(e) Administrative Expenses
-----------------------
Trustee's fees and other administrative expenses of the Plan are paid
by the Bank. Fees for 1996, 1995 and 1994 Plan years were: $63,971, $52,610 and
$26,023, respectively.
3. INVESTMENTS
-----------
The Plan's assets are invested in mutual funds and Webster common stock
through the Plan's investment advisor, Paine Webber and record keeper, Benefit
Concepts Incorporated. The Plan is sponsored and administered by the Bank. Plan
participants have the ability to direct their account balances to several Paine
Webber selected mutual funds or Webster common stock. The Paine Webber funds
include the: AIM Constellation Fund, American New Perspective Fund, Fidelity
Advisor Growth Opportunities Fund, American Fundamental Investors Fund, American
Bond Fund of America, and Paine Webber Stable Value Fund. The following Merrill
Lynch investment fund options available under the Plan for the 1995 year were
not options under the Plan for the 1996 year: Ready Asset Fund, Corporate Bond
Fund, Federal Securities Trust Fund, Basic Value Fund and Retirement System
Group, Inc. The AIM Money Market account holds cash which is designated
primarily for the purchase of Webster common stock until the purchase is made.
Single and series of transactions that in aggregate are in excess of 5% of the
fair value of the Plan's 1996 beginning balance for net assets available for
benefits are presented in Item 27d.
7
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994
The fair value of individual investments that represent 5% or more of
Plan's net assets available for benefits at December 31, 1996 and 1995 is as
follows:
1996 1995
---------- ----------
AIM Constellation Fund $ 811,611 $ -
Fidelity Growth Opportunities Fund 777,003 -
American Fundamental Investor Fund 3,305,939 -
American Bond Fund of America 1,801,473 -
Webster Financial
Corporation Common Stock 3,814,246 2,561,315
Paine Webber Stable Value Fund 1,672,184 -
Basic Value Fund - 2,798,030
Ready Asset Fund - 1,480,886
Corporate Bond Fund - 1,078,752
Federal Securities
Trust Fund - 603,192
Activity in the investments during 1996 and 1995 was as follows:
8
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
AMERICAN FIDELITY AMERICAN WEBSTER PAINE
AIM NEW ADVISOR FUNDAMENTAL AMERICAN FINANCIAL WEBBER
CONSTELLATION PERSPECTIVE GROWTH OPPOR. INVESTOR BOND FUND CORPORATION STABLE
1996 FUND ACTIVITY FUND FUND FUND FUND OF AMERICA STOCK VALUE FUND
- ----------------------- ------------- ------------ ------------ ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at Beg. Year $ - $ - $ - $ - $ - $2,561,315 $ -
Interest & Dividends - 7,309 11,282 51,354 123,492 64,309 86,723
Expenses (86) (59) (59) (403) (256) (189) (239)
Contributions 660,878 436,802 620,661 616,858 289,124 - 242,509
Gains and (Losses), Net 23,042 33,531 72,094 540,197 (17,252) 661,669 -
Benefits Paid to
Participants (84,323) (46,430) (28,282) (387,127) (211,081) (149,079) (121,588)
Transfers, Net 212,100 37,433 101,307 2,485,060 1,617,446 676,221 1,464,779
-------- -------- -------- ---------- --------- -------- ----------
Balance at 12/31/96 $811,611 $468,586 $777,003 $3,305,939 $1,801,473 $3,814,246 $1,672,184
======= ======= ======= ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Corporate Federal Basic Retirement
1996 Fund Activity Ready Bond Securities Value Systems
(continued) Asset Fund * Fund * Trust * Fund * Group Inc.*
- ------------------- ------------ ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Balance at Beg. Year $ 1,480,886 $ 1,078,752 $ 603,192 $2,798,030 $ 3,250
Interest & Dividends - - - - -
Expenses - - - - -
Contributions - - - - -
Gains and (Losses), Net - (10,934) (617) (45,935) 453
Benefits Paid to
Participants - - - - -
Transfers, Net (1,480,886) (1,067,818) (602,575) (2,752,095) (3,703)
------------- ------------ ------------ ----------- -------
Balance at 12/31/96 $ 0 $ 0 $ 0 $ 0 $ 0
============= ============ ========== ========== =======
</TABLE>
1996 Fund Activity Total Loan Webster
(continued) Investments Fund Liquidity Total
- ------------------- ----------- -------- --------- -------
Balance at Beg. Year $8,525,425 $160,978 $ 581 $8,686,984
Interest & Dividends 344,469 - 1,048 345,517
Expenses (1,291) (19,261) (9) (20,561)
Contributions 2,866,832 (67,995) 629,257 3,428,094
Gains and (Losses), Net 1,256,248 - 63,994 1,320,242
Benefits Paid to
Participants (1,027,910) 247,992 (1,907) (781,825)
Transfers, Net 687,269 - (687,269) -
---------- --------- -------- ----------
Balance at 12/31/96 $12,651,042 $321,714 $ 5,695 $12,978,451
========== ========= ========= ==========
* Reflects the transfer of 12/31/95 Merrill Lynch fund balances to Paine
Webber investment funds in January 1996.
<PAGE>
<TABLE>
<CAPTION>
Webster
Financial
Corporate Federal Basic Corporation Retirement
Ready Bond Securities Value Common System Total Loan
1995 Fund Activity Asset Fund Fund Trust Fund Stock Grp Stk Investments Fund
- ----------------------- ------------ --------- --------- --------- ---------- ------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at Beg. Year $1,469,074 $878,659 $456,141 $2,038,717 $1,467,950 $3,753 $6,314,294 $158,371
Interest & Dividends 79,328 59,905 32,350 101,665 52,922 - 326,170 (1,656)
Expenses (925) - (50) (225) - - (1,200) -
Contributions 254,862 233,375 159,435 597,444 547 - 1,245,663 (156)
Gains and (Losses), Net - 105,001 37,412 531,401 866,168 10 1,539,992 -
Benefits Paid to
Participants (303,604) (168,600) (67,602) (487,304) (116,846) (513) (1,144,469) (24,321)
Transfers, Net (17,849) (29,588) (14,494) 16,332 290,574 - 244,975 28,740
--------- --------- --------- --------- --------- ------ --------- --------
Balance at 12/31/95 $1,480,886 $1,078,752 $603,192 $2,798,030 $2,561,315 $3,250 $8,525,425 $160,978
========= ========= ======= ========= ========= ===== ========= =======
</TABLE>
Webster
1995 Fund Activity Liquidity Total
- ----------------------- --------- ------
Balance at Beg. Year $1,025 $6,473,690
Interest & Dividends 353 324,867
Expenses - (1,200)
Contributions 273,184 1,518,691
Gains and (Losses), Net - 1,539,992
Benefits Paid to
Participants (266) (1,169,056)
Transfers, Net (273,715) -
-------- ---------
Balance at 12/31/95 $ 581 $8,686,984
======== =========
9
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994
4. PLAN TERMINATION
----------------
Although the Bank has not expressed any intent to terminate the Plan
Agreement, it has the right to do so at any time. The rights of all employees to
benefits accrued under the Plan as of the date of such termination, partial
termination or discontinuation of contribution are fully vested and will be
nonforfeitable. After providing for the expenses of the Plan, the remaining
assets of the Plan will be allocated by the Human Resources Committee appointed
by the Board of Directors.
5. TAX STATUS
----------
The Internal Revenue Service has determined and informed the Bank by a
letter dated June 5, 1997, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC").
Accordingly, no provision for income taxes has been made in the accompanying
financial statements. It is the opinion of the Plan administrator, that the Plan
is designed and is currently being operated in compliance with the applicable
requirements of the IRC.
6. SUBSEQUENT EVENT
----------------
On January 31, 1997, Webster, the holding company and parent of the
Bank, acquired D.S. Bancor, Inc. and its subsidiary, Derby Savings Bank. The
Plan was amended effective January 31, 1997 to add provisions for the former
members of the Derby Savings Bank Thrift Plan. Effective April 1, 1997, the
Derby Savings Bank Thrift Plan was merged into the Webster Bank Employee
Investment Plan. All service with Derby prior to the acquisition date shall
constitute service rendered for purposes of meeting eligibility requirements and
for participation under the Webster Bank Employee Investment Plan.
10
<PAGE>
Schedule 1
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
ITEM 27a (Part I)- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Number of Current
Identity of Issue Shares Held Cost Value
- ----------------- ----------- ---- -----
<S> <C> <C> <C>
AIM Constellation Fund 32,130.284 shares; net asset
value per share $25.26 $815,161 $811,611
American New Perspective 25,789.014 shares; net asset
Fund value per share $18.17 451,791 468,586
Fidelity Advisors Growth 22,011.406 shares; net asset
Opportunities Fund value per share $35.30 736,521 777,003
American Fundamental 134,716.332 shares; net asset
Investor Fund value per share $24.54 3,034,428 3,305,939
American Bond Fund 131,016.195 shares; net asset 1,813,905 1,801,473
of America value per share $13.75
Webster Financial Corporation 103,789.000 shares; net asset
Common Stock* value per share $36.75 3,084,545 3,814,246
Paine Webber Stable Value 149,649.513 shares; net asset
Fund value per share $11.174 1,594,308 1,672,184
--------- ----------
Total Investments $11,530,659 $12,651,042
========== ==========
Loans to Participants* $ 321,714 $ 321,714
======== ========
</TABLE>
*Indicates party-in-interest to the Plan.
11
<PAGE>
Schedule 2
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Current
Value of
Assets on Net
Number of Purchase Sales Cost of Transaction Gain
Identity of Issue Transactions Price Price Assets Date (Loss)
- ----------------- ------------ -------- ----- ------- ----------- ------
<S> <C> <C> <C> <C> <C> <C>
*Single Transactions:
Basic Value Fund 1 $ - $2,752,096 $2,798,031 $2,752,096 $ (45,935)
Ready Asset Fund 1 - 1,480,886 1,480,886 1,480,886 -
Corporate Bond Fund 1 - 1,067,818 1,078,752 1,067,818 (10,934)
Federal Securities
Trust Fund 1 - 602,575 603,192 602,575 (617)
Series of Transactions:
AIM Constellation Fund 156 $ 890,733 $ - $ 890,733 $ 890,733 $ -
81 - 102,164 103,508 102,164 (1,344)
American New Perspective 131 486,442 - 486,442 486,442 -
Fund 66 - 62,400 62,176 62,400 224
Fidelity Advisors Growth 152 731,237 - 731,237 731,237 -
Opportunities Fund 70 - 37,610 36,592 37,610 1,018
American Fundamental 112 3,413,475 - 3,413,475 3,413,475 -
Investor Fund 122 - 699,087 660,516 699,087 38,571
American Bond Fund 88 1,978,424 - 1,978,424 1,978,424 -
of America 105 - 283,191 290,438 283,191 (7,247)
Webster Financial 28 705,246 - 705,246 705,246 -
Corporation Common Stock 48 - 177,598 181,353 177,598 (3,755)
Paine Webber Stable 97 1,764,256 - 1,764,256 1,764,256 -
Stable Value Fund 81 - 178,795 173,939 178,795 4,856
</TABLE>
* Reflects the transfer of Merrill Lynch funds to Paine Webber funds during
January 1996 month.
Lease rental and expenses incurred with transactions were not applicable
during the 1996 Plan year.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrative committee of the Plan has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
Date: June 27, 1997 By: /s/ James C. Smith
------------------------ -------------------
James C. Smith
Executive Member of the
Retirement Plan Committee
Date: June 27, 1997 By: /s/ Renee P. Seefried
------------------------- ----------------------
Renee P. Seefried
Member of the Retirement
Plan Committee
13
<PAGE>
Exhibit Index
Exhibit
Number Description
- ------ -----------
23 Consent of KPMG Peat Marwick
KPMG Peat Marwick LLP
CityPlace II
Hartford, CT 06103-4103
Independent Auditors' Consent
-----------------------------
The Board of Directors
Webster Bank:
We consent to the incorporation by reference in the Registration Statement (No.
33-38286) on Form S-8 of the Webster Financial Corporation of our report dated
June 27, 1997, relating to the statements of net assets available for benefits
of the Webster Bank Employee Investment Plan as of December 31, 1996 and 1995
and the related statements of changes in net assets available for benefits for
each of the years in the three-year period ended December 31, 1996, which report
appears in the December 31, 1996 annual report on Form 11-K of the Webster
Financial Corporation.
/s/ KPMG PEAT MARWICK LLP
Hartford, Connecticut
June 27, 1997
