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): March 17, 1998
WEBSTER FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-15213 06-1187536
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
WEBSTER PLAZA, WATERBURY, CONNECTICUT 06702
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(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 753-2921
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Webster Financial Corporation ("Webster") announced on March 17, 1998 that
its Board of Directors has declared a two-for-one stock split. The stock split
is subject to approval by Webster's shareholders of an amendment to Webster's
certificate of incorporation to increase the authorized number of shares of
Webster common stock from 30,000,000 to 50,000,000 shares, which will be
considered by shareholders at a special meeting to be held on April 2, 1998.
Webster issued a press release on March 17, 1998 describing the stock split and
providing additional information about Webster. 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
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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
(Registrant)
/s/ John V. Brennan
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John V. Brennan
Executive Vice President,
Chief Financial Officer and Treasurer
Date: March 19, 1998
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EXHIBIT INDEX
99 Press release
EXHIBIT 99
[WEBSTER FINANCIAL CORPORATION LOGO] Webster Plaza
Waterbury, Connecticut 06702
Media Contacts: Michael Bazinet Investor Contact: James M. Sitro
203-578-2391 203-578-2399
Christopher Capot
203-578-2461
WEBSTER ANNOUNCES TWO-FOR-ONE STOCK SPLIT
WATERBURY, Conn., March 17, 1998 -- Webster Financial Corporation (NASDAQ:
WBST), holding company for Webster Bank, announced today that its Board of
Directors has declared a two-for-one stock split in the form of a stock
dividend.
The record date for the stock split will be April 6, 1998. Shareholders of
record at the market close on that date will receive one additional share of
Webster stock for each share held. Distribution of the additional shares will
take place on April 14, 1998.
"We are extremely pleased to announce this two-for-one stock split," James
C. Smith, Webster chairman and chief executive officer, said. "This action,
which will help widen the distribution and enhance the marketability of Webster
stock, underscores the momentum we have gained from dynamic growth and steady
earnings improvement. The two-for-one split will bring the price per share of
Webster stock and number of shares outstanding into a range which should
generate increased interest from current and new shareholders."
Webster expects to close on its pending merger with Eagle Financial Corp.
in mid-April. The total number of shares outstanding after the split and merger
with Eagle will be approximately 38 million. Pro forma for the merger, Webster
will have a market capitalization of approximately $1.2 billion. Eagle
shareholders will receive 1.68 shares of Webster stock for each share of Eagle
upon the stock distribution following merger. Any Webster shareholder
contemplating a sale from the record date to the payable date should consult a
broker as to entitlement to split shares.
* * *
Webster Financial Corporation, headquartered in Waterbury, Conn., is the
holding company for Webster Bank, which was founded in 1935 and is a leading
Connecticut-based financial institution. Webster delivers consumer banking,
commercial banking, mortgage, and trust and investment management services to
individuals, families and businesses.
-- more --
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Webster Bank currently has the second-largest deposit market share in
Hartford and New Haven counties. Following its pending merger with Bristol,
Conn.-based Eagle Bank, Webster also will have the leading deposit market share
in Litchfield County. Following the merger, Webster will have approximately $9
billion in assets and operate through a network of 110 banking offices, three
commercial banking centers, six trust offices and more than 160 ATMs, in
addition to telephone banking, video banking and PC banking.
Webster is also the second-largest mortgage lender in Connecticut and a
leading, full-service commercial lender. Webster Trust, the bank's trust and
investment management subsidiary, is the second-largest bank trust company based
in Connecticut.
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