As filed with the Securities and Exchange Commission on July 13, 1998
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WEBSTER FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 06-1187536 6712
(State or other jurisdiction of (I.R.S. Employer (Primary Standard Industrial
incorporation or organization) Identification No.) Classification Code Number)
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Webster Plaza, Waterbury, Connecticut 06702, (203) 753-2921
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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John v. Brennan
Executive Vice President,
Chief Financial Officer and Treasurer
Webster Financial Corporation
Webster Plaza, Waterbury, Connecticut 06702, (203) 578-2335
(Name, address, including zip code, and telephone number, including
area code, of registrant's agent for service)
---------------
Copy to:
Stuart G. Stein, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-8575
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective.
---------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE>
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CALCULATION OF REGISTRATION FEE
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===========================================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO AGGREGATE PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED BE REGISTERED PER SHARE (1) PRICE (1) FEE
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Common Stock, par value
$.01 per share......... 274,609 shares $33.50 $9,199,401.50 $2,714
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(1)In accordance with Rule 457(c), the aggregate offering price and registration
fee for 274,609 shares of Common Stock is based on the average of the high
and low prices for the Registrant's Common Stock on the Nasdaq National
Market on July 7, 1998.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND
EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 13, 1998
PROSPECTUS
274,609 SHARES COMMON STOCK
WEBSTER FINANCIAL CORPORATION
The 274,609 shares (the "Shares") of common stock, par value $.01 per
share (the "Common Stock"), of Webster Financial Corporation (the "Company")
offered hereby (the "Offering") may be offered and sold from time to time by the
holders named herein or by their transferees, pledgees, donees or successors
(collectively, the "Selling Stockholders") pursuant to this Prospectus as
appropriately amended or supplemented. The Selling Stockholders acquired the
Shares from the Company in exchange for the Selling Stockholders' shares of
Damman Associates, Inc. ("Damman") in connection with the acquisition of Damman
by the Company (the "Damman Acquisition"). The Company is registering the Shares
as required under the terms of a registration rights agreement between the
Company and the Selling Stockholder. The Company will not receive any of the
proceeds from the sale of the Shares by the Selling Stockholders. All expenses
of registration incurred in connection with this Offering are being borne by the
Company. The brokerage and other expenses of sale incurred by the Selling
Stockholders will be borne by the Selling Stockholders. See "Selling
Stockholders and Plan of Distribution."
The Shares may be offered or sold by the Selling Stockholders directly
to purchasers or through agents, underwriters or dealers, in negotiated
transactions or otherwise, on terms and prices then prevailing or related to the
then-current market price or at negotiated prices. If required, the names of any
such agents or underwriters involved in the sale of the Shares and the
applicable agent's commission, dealer's purchase price or underwriter's
discount, if any, will be set forth in an accompanying supplement to this
Prospectus ("Prospectus Supplement"). See "Plan of Distribution."
The Selling Stockholders and any broker-dealers, agents, or
underwriters that participate in the distribution of the Shares may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any commission received by them or any profit
received by them on the resale of Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. See "Plan of
Distribution."
The Common Stock is listed on the Nasdaq Stock Market National Market
Tier (the "Nasdaq Stock Market") under the symbol "WBST." On July 10, 1998, the
last reported sale price of the Common Stock on Nasdaq was $33.00 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
OFFERED HEREBY.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR BANK
DEPOSITS, ARE NOT OBLIGATIONS OF OR GUARANTEED BY ANY BANKING OR NONBANKING
AFFILIATE OF THE COMPANY AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person is authorized in connection with any Offering made hereby to
give any information or to make any representation not contained or incorporated
by reference in this Prospectus, and any information or representation not
contained or incorporated herein must not be relied upon as having been
authorized by the Company. This Prospectus shall not constitute an offer to sell
or a solicitation of an offer to buy by any person in any jurisdiction in which
it is unlawful for such person to make such offer or solicitation. Neither the
delivery of this Prospectus at any time nor any sale made hereunder shall, under
any circumstances, imply that the information herein is correct as of any date
subsequent to the date hereof.
---------------
The date of this Prospectus is July , 1998
<PAGE>
The information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these 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.
<PAGE>
TABLE OF CONTENTS
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PAGE
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Forward Looking Information....................................... 2
Available Information............................................. 3
Incorporation of Certain Documents by Reference................... 3
The Company....................................................... 4
Risk Factors...................................................... 4
Use of Proceeds................................................... 8
Selling Stockholders.............................................. 8
Plan of Distribution.............................................. 8
Legal Matters..................................................... 9
Experts........................................................... 9
</TABLE>
FORWARD LOOKING INFORMATION
This Prospectus includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act
and is subject to the safe harbor created by such sections. These
forward-looking statements include information concerning possible or assumed
future results of operations and business plans of the Company set forth under
"Business" and "Management's Discussion and Analysis of Results of Operations
and Financial Conditions" in the Company's Annual Report on Form 10-K, "Notes to
Consolidated Financial Statements" and "Management's Discussion and Analysis of
Consolidated Financial Statements" in each of the Company's Quarterly Reports on
Form 10-Q and "Acquisition or Disposition of Assets" in certain Current Reports
on Form 8-K, each of which has been incorporated by reference herein. In
addition, these forward-looking statements include information concerning
possible or assumed future results of operations and business plans of the
Company set forth in this Prospectus and the documents incorporated herein
preceded by, followed by, or that include the words "believes," "expects,"
"anticipates," "intends," "plans," "estimates" or similar words or expressions.
Forward-looking statements are subject to various risks and uncertainties. The
Company's actual results may differ materially from the results discussed in
such forward-looking statements because of a number of factors, many of which
are beyond the Company's ability to control or predict. Purchasers of Shares
should understand that the following important factors, in addition to those
identified in the "Risk Factors" section of this Prospectus and in the documents
that have been incorporated herein, could affect the future results of the
Company and could cause results to differ materially from those expressed in
such forward-looking statements: the effect of economic conditions; inability to
realize expected cost savings in connection with business combinations and other
acquisitions; higher than expected costs related to integration of combined or
merged businesses; deposit attrition; adverse changes in interest rates; change
in any applicable law, rule, regulation or practice with respect to tax or
accounting issues or otherwise; and adverse changes or conditions in capital or
financial markets. The forward-looking statements are made as of the date of
this Prospectus, and the Company assumes no obligation to update the
forward-looking statements or to update the reasons why actual results could
differ from those projected in the forward-looking statements.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed by
the Company with the Commission may be inspected and copied at the public
reference facility maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and the following regional
offices of the Commission: New York Regional Office, Seven World Trade Center,
Suite 1300, New York, New York 10048 and Chicago Regional Office, Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material also may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Commission also maintains a Web site (http://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding registrants such as the Company that file electronically with the
Commission.
The Company has filed a Registration Statement on Form S-3 (together
with all amendments and exhibits thereto, including documents and information
incorporated by reference, the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") under the Securities Act that relates to
the Shares. As permitted by the rules and regulations of the Commission, this
Prospectus, which forms a part of the Registration Statement, omits certain
information set forth in the Registration Statement. Statements contained in
this Prospectus as to the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete and each such statement is qualified in its entirety by
reference to the copy of such document as so filed. Copies of the Registration
Statement and the exhibits thereto are on file at the offices of the Commission
and may be obtained upon payment of the prescribed fee or may be examined
without charge at the public reference facilities of the Commission described
above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by the Company
with the Commission are incorporated herein by reference: (a) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997; (b) the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1998; (c) the Company's Current Reports on Form 8-K, or Form 8-K/A, as filed
with the Commission on January 26, 1998, January 26, 1998, February 6, 1998,
March 4, 1998, March 19, 1998 and April 30, 1998; and (d) the description of the
Company's Common Stock contained in its registration statement on Form 8-A,
filed on December 2, 1986, including any amendments or reports filed for the
purpose of updating such description.
All reports and other documents filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the effective date of the Registration Statement and prior to the
termination of this Offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated by reference
herein shall be deemed modified or superseded for purposes of this Prospectus to
the extent that a statement contained or incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
Upon written or oral request, the Company will provide or will cause to
be provided to each person to whom this Prospectus is delivered, without charge,
a copy of any or all such documents that are incorporated herein by reference
(other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the documents that are incorporated by
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reference into this Prospectus). Written or oral requests for copies should be
directed to John Benjamin, Webster Financial Corporation, at the Company's
principal executive offices located at Webster Plaza, Waterbury, Connecticut
06720, telephone number (203) 578-2213.
THE COMPANY
Unless the context otherwise requires, all references to the Company
include Webster Financial Corporation and its consolidated subsidiaries.
The Company is a Delaware corporation and the holding company of
Webster Bank ("Webster Bank"), its wholly-owned federal savings bank subsidiary.
Both the Company and Webster Bank are headquartered in Waterbury, Connecticut.
Deposits at Webster Bank are insured by the Federal Deposit Insurance
Corporation ("FDIC"). Through Webster Bank, Webster currently serves customers
from over 100 banking offices, three commercial banking centers, six trust
offices and more than 160 ATMs located in Hartford, New Haven, Fairfield,
Litchfield and Middlesex Counties in Connecticut. The Company focuses on
providing financial services to individuals, families and businesses. The
Company emphasizes five business lines -- consumer banking, business banking,
mortgage banking, trust, investment services and insurance services -- each
supported by centralized administration and operations. Through a number of
recent acquisitions of other financial services firms, including banks and
thrifts, a trust company and an insurance firm, the Company has established a
leading position in the banking trust and investment services market in
Connecticut. The Company's mission is to help individuals, families and
businesses achieve their financial goals. At March 31, 1998, the Company had
total consolidated assets of approximately $7.6 billion, total deposits of
approximately $4.4 billion and stockholders' equity of approximately $400
million.
The Company's principal executive office is located at Webster Plaza,
Waterbury, Connecticut 06702, and its telephone number is (203) 753-2921.
RISK FACTORS
In addition to the other information contained or incorporated by
reference in this Prospectus, prospective investors should consider carefully
the following risk factors relating to the Company and the Common Stock before
making an investment in the Shares offered hereby.
GROWTH THROUGH ACQUISITIONS
Since 1991, the Company has experienced significant growth, primarily
as a result of acquiring other financial institutions. In September 1991, the
Company acquired certain assets and liabilities of Suffield Bank from the FDIC
in an assisted transaction. In that acquisition, which was accounted for as a
purchase, the Company, among other things, assumed $247 million of deposit
liabilities. In 1992, the Company acquired most of the assets, all of the
deposits and certain other liabilities of First Constitution Bank from the FDIC
in an assisted transaction. In that acquisition, which was also accounted for as
a purchase, the Company acquired assets of $1.3 billion and doubled the number
of its banking offices. In March 1994, the Company completed a
conversion/acquisition of Bristol Savings Bank ("Bristol"). In that acquisition,
which was accounted for as a purchase, the Company acquired five full-service
banking offices with $453 million in deposits, as well as Bristol's mortgage
banking subsidiary. In 1994, the Company also acquired Shoreline Bank and Trust.
In that transaction, which was accounted for as a pooling of interests, the
Company acquired assets of $51 million, deposit liabilities of $47 million and
shareholders' equity of $4 million. In November 1995, the Company acquired
Shelton Bancorp, Inc., the holding company of Shelton Savings Bank, a
state-chartered savings bank headquartered in Shelton, Connecticut. In that
transaction, which was accounted for as a pooling-of-interests, the Company
acquired approximately $298 million of assets, including $224 million of loans,
and approximately
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$273 million of deposits. In February 1996, the Company acquired 20 branch
banking offices from Shawmut Bank Connecticut, National Association. In that
transaction, which was accounted for as a purchase, Webster Bank assumed
approximately $845 million in deposits and acquired approximately $586 million
in loans. In January 1997, the Company acquired DS Bancor Inc., the holding
company of Derby Savings Bank, a state-chartered savings bank headquartered in
Derby, Connecticut. In that transaction, which was accounted for as a
pooling-of-interests, the Company acquired approximately $1.2 billion of assets,
including $847 million of loans, and approximately $970 million of deposits. On
July 31, 1997, the Company acquired People's Savings Financial Corp.
("People's"), the holding company of People's Savings Bank & Trust, a
state-chartered savings bank headquartered in New Britain, Connecticut. In that
transaction, which was accounted for as a pooling-of-interests, the Company
acquired approximately $479 million in assets and total deposits of
approximately $360 million. In August 1997, the Company completed its
acquisition of Sachem Trust, National Association ("Sachem"), a trust company
headquartered in Guilford, Connecticut (the "Sachem Acquisition"). In that
transaction, which was accounted for as a purchase, the Company acquired
approximately $300 million in trust assets under management. On April 15, 1998,
the Company acquired Eagle Financial Corp. ("Eagle"), the holding company of
Eagle Bank (the "Eagle Transaction"). As a result of the Eagle Transaction,
which was accounted for as a pooling-of-interests, the Company acquired total
assets of $2.3 billion, net loans of $1.1 billion and deposits of $1.3 billion.
On June 1, 1998, the Company acquired Damman, a general insurance
agency with offices in Westport and Wallingford, Connecticut, pursuant to an
Agreement and Plan of Merger with Damman. As a result of the Damman Acquisition,
which was accounted for as a purchase, the Company operates Damman as a
subsidiary of the Company.
The Company's business strategy emphasizes internal expansion combined
with acquisitions. There can be no assurance that the Company will in the future
successfully identify suitable acquisition candidates, complete acquisitions,
successfully integrate acquired operations into its existing operations or
expand into new markets. Further, there can be no assurance that acquisitions
will not have an adverse effect upon the Company's operating results,
particularly in quarters immediately following the consummation of such
transactions, while the operations of the acquired businesses are being
integrated into the Company's operations. In addition, once integrated, acquired
operations may not achieve levels of profitability comparable to those achieved
by the Company's existing operations, or otherwise perform as expected. Further,
earnings may be adversely affected by transaction-related expenses. The Company
continuously investigates potential business combinations and acquisitions and
from time to time will engage in discussions or negotiations with other
companies regarding potential business combinations or acquisitions. It is the
Company's policy not to comment publicly on such discussions or negotiations
until the Company has entered into a definitive agreement regarding the proposed
transaction.
LEGISLATIVE AND GENERAL REGULATORY DEVELOPMENTS
The Company is registered with the OTS as a savings and loan holding
company. Webster Bank is subject to extensive regulation by the OTS as its
primary federal regulator and also to regulation as to certain matters by the
FDIC. The OTS and the FDIC have adopted numerous regulations and undertaken
other regulatory initiatives, and further regulations and initiatives may be
adopted. Future legislation or regulatory developments could have an adverse
effect on Webster Bank.
On September 30, 1996, the U.S. Congress passed, and the President
signed into law, the Deposit Insurance Funds Act of 1996 (the "Funds Act") which
recapitalized the Savings Association Insurance Fund ("SAIF"), which primarily
insures deposits in savings associations. The Funds Act contemplates the merger
of the Bank Insurance Fund ("BIF"), which primarily insures deposits in
commercial banks, with the SAIF. The combined deposit insurance fund, which will
be formed no earlier than January 1, 1999, will insure deposits at all
FDIC-insured depository institutions. As a condition to the combined insurance
fund, however, no insured depository institution can be
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chartered as a savings association. Several proposals for combining the BIF and
the SAIF were introduced in Congress during 1997 in bills addressing financial
services modernization, including a proposal from the Treasury Department
developed pursuant to requirements of the Funds Act. Although no legislation was
passed in 1997, a financial services modernization bill was passed by the House
of Representatives on May 13, 1998. The bill passed by the House of
Representatives currently preserves the savings association charter, but would
require the FDIC to review and study issues relating to the planned merger of
the BIF and the SAIF, including the cost of merging the funds and the manner in
which the costs would be distributed among the members of the respective funds.
Within nine months of the bill being enacted into law, the FDIC would be
required to prepare a report on the study, which would include a description of
the plan developed by the FDIC for the merger of the funds. In order to be
enacted into law, the bill would have to be passed by the Senate and signed by
the President. The Company is unable to predict whether the bill passed by the
House of Representatives will become law or what form any final legislation will
take.
SOURCES OF FUNDS FOR CASH DIVIDENDS
Cash dividends from Webster Bank and liquid assets at the holding
company level are the Company's principal sources of funds for paying cash
dividends on the Common Stock, as well as for the payment of principal and
interest on the Company's $40 million principal amount of 8 3/4% Senior Notes
due 2000 (the "Senior Notes") and on capital debentures (the "Capital
Debentures") the Company issued in connection with the sale of capital
securities by an affiliate of the Company. Webster Bank is subject to certain
regulatory requirements that affect its ability to pay cash dividends to the
Company. In addition, the Senior Notes rank superior to the Common Stock as to
payment of dividends and the Capital Debentures contain certain covenants that
affect the Company's ability to pay cash dividends on the Common Stock. At March
31, 1998, the Company had $87.8 million available for payment of dividends on
the Common Stock.
EFFECT OF INTEREST RATE FLUCTUATIONS
The Company's consolidated results of operations depend to a large
extent on the level of its net interest income, which is the difference between
interest income from interest-earning assets (such as loans and investments) and
interest expense on interest-bearing liabilities (such as deposits and
borrowings). If interest-rate fluctuations cause the Company's cost of funds to
increase faster than the yield on its interest-bearing assets, net interest
income will decrease. The Company measures its interest-rate risk using
simulation, price elasticity and other methods.
Based on the Company's asset/liability mix at March 31, 1998,
management's simulation analysis of the effects of changing interest rates
projected that an instantaneous +/-100 basis point fluctuation in interest rates
would change net interest income for the following twelve months by 5.0% or
less.
Based on the Company's asset-liability mix at March 31, 1998,
management of the Company believes its interest risk is reasonable. Management
of the Company also believes that the addition of Eagle's assets and liabilities
will not significantly alter the pro forma interest rate risk of the Company.
While the Company uses various monitors of interest-rate risk, the
Company is unable to predict future fluctuations in interest rates or the
specific impact thereof. The market values of most of its financial assets are
sensitive to fluctuations in market interest rates. Fixed-rate investments,
mortgage-backed securities and mortgage loans decline in value, and fixed-rate
liabilities rise in value, as interest rates rise. Although the Company's
investment and mortgage-backed securities portfolios have grown in recent
quarters, most of the growth has been in adjustable-rate securities or
short-term securities with durations of less than two years.
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Changes in interest rates can also affect the amount of loans the
Company originates, as well as the value of its loans and other interest-earning
assets and its ability to realize gains on the sale of such assets and
liabilities. Prevailing interest rates also affect the extent to which borrowers
prepay loans owned by the Company. When interest rates increase, borrowers are
less likely to prepay their loans, and when interest rates decrease, borrowers
are more likely to prepay loans. Funds generated by prepayment might be invested
at a less favorable interest rate. Prepayments may adversely affect the value of
mortgage loans, the levels of such assets that are retained in the Company's
portfolio, net interest income and loan servicing income. Similarly, prepayments
on mortgage-backed securities can adversely affect the value of such securities
and the interest income generated by them.
Increases in interest rates might cause depositors to shift funds from
accounts that have a comparatively lower cost (such as regular savings accounts)
to accounts with a higher cost (such as certificates of deposit). If the cost of
deposits increases at a rate greater than yields on interest-earning assets
increase, the interest-rate spread will be negatively affected. Changes in the
asset and liability mix also affect the interest-rate spread.
The Company faces substantial competition for deposits and loans
throughout its market areas both from local institutions and from out-of-state
institutions that either solicit deposits or maintain loan production offices in
the Company's market areas. The Company competes for deposits primarily with
other savings institutions, commercial banks, credit unions, money market funds
and other investment alternatives. The Company believes that its ability to
compete effectively depends largely on its ability to compete with regard to
interest rates, personalized services, the quality and range of financial
services provided, the convenience of office locations, automated services and
office hours. The Company competes for loans primarily with other savings
institutions, mortgage banking firms, mortgage brokers, commercial banks and
insurance companies. The Company believes that its ability to compete
effectively for loans depends largely on its ability to compete with regard to
interest rates, loan origination fees, the quality and range of the lending
services it provides and its ability to offer personalized service.
PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECTS
The Company's Restated Certificate of Incorporation and Bylaws contain
provisions that might have the effect of discouraging certain transactions
involving an actual or threatened change of control of the Company. These
provisions include, but are not limited to, the following: a staggered Board of
Directors; the availability of blank check preferred stock; the requirement of a
two-thirds stockholder vote for the acquisition of beneficial ownership of 10%
or more of the voting stock of the Company (or offers related thereto) by any
person or group; the requirement of an 80% stockholder vote for certain business
combinations with any person or group that beneficially owns 10% or more of the
voting stock of the Company unless either (i) such acquisition is approved by
two-thirds of the directors who were directors before such person or group
became such a holder and are not affiliated with such a holder or (ii) such
acquisition meets certain price and procedure requirements; the inability of
stockholders to act by written consent in lieu of a meeting (absent unanimous
written consent) or to call special meetings; and the absence of cumulative
voting. In addition, the Company has entered into a stockholder rights agreement
(the "Rights Agreement"), pursuant to which holders of Common Stock were issued
one right per share of Common Stock, which rights, if triggered by certain
events related to the acquisition of shares of Common Stock or to a merger with
or acquisition of the Company, will in general entitle holders of Common Stock
to acquire additional shares of Common Stock at substantially favorable prices
or, under certain circumstances, entitle former holders of Common Stock to
acquire shares of common stock of an acquiror at substantially favorable prices,
unless such rights are redeemed by the Board of Directors. Delaware law also
contains certain provisions, including those related to transactions with
certain interested stockholders, that might have the effect of discouraging
certain transactions not approved by a company's board of directors.
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USE OF PROCEEDS
All of the Shares offered hereby are being sold by the Selling
Stockholders. The Company will not receive any of the proceeds from the sale of
the Shares. The Company will pay certain expenses relating to this Offering,
estimated to be approximately $20,000. See "Selling Stockholders."
SELLING STOCKHOLDERS
In connection with the Damman Acquisition, the Company issued 274,609
shares of Common Stock, including the Shares, to certain of the former
stockholders of Damman in exchange for their shares of common stock, par value
$1.00 per share, of Damman in a private placement transaction exempt from
registration under the Securities Act.
The following table sets forth certain information with respect to the
Selling Stockholders, including the names of each Selling Stockholder and the
number of Shares being offered by each Selling Stockholder hereby, all as of
July 9, 1998. The Selling Stockholders are former stockholders of Damman and
their transferees, pledgees, donees and successors.
The Shares have been registered under the Securities Act pursuant to
the Registration Statement.
<TABLE>
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AMOUNT OF AMOUNT OF
COMMON STOCK NUMBER COMMON STOCK
NAME OF OWNED PRIOR OF SHARES OWNED FOLLOWING
BENEFICIAL OWNER TO THE OFFERING OFFERED HEREBY THE OFFERING(1)
---------------- --------------- -------------- ---------------
<S> <C> <C> <C>
George H. Damman.................... 221,877 221,877 0
John J. Queirolo.................... 4,445 4,455 0
R. Mark Peterson.................... 10,739 10,739 0
Eileen D. Peterson.................. 10,739 10,739 0
Michael A. D'Aiuto.................. 24,036 24,036 0
John J. Klecha...................... 2,773 2,773 0
</TABLE>
(1) Assuming sale of all Shares offered hereby by such Selling Stockholder.
PLAN OF DISTRIBUTION
All or part of the Shares may be offered by the Selling Stockholders
from time to time in transactions on the Nasdaq Stock Market, in privately
negotiated transactions, through the writing of options on the Shares or a
combination of such methods of sale. Shares may be offered at fixed prices
(which may be changed), at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
methods by which the Shares may be sold or distributed may include, but are not
limited to, the following: (a) a cross or block trade in which the broker or
dealer engaged by the Selling Stockholder will attempt to sell the Shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account; (c) an exchange distribution in
accordance with the rules of such exchange; (d) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; (e) privately
negotiated transactions; (f) short sales or borrowings, returns and reborrowings
of the Shares pursuant to stock loan agreements to settle short sales; (g)
delivery in connection with the issuance of securities by issuers, other than
the Company, that are exchangeable for (whether on an optional or mandatory
basis), or payable in, such shares (whether such securities are listed on a
national securities exchange or otherwise) or pursuant to which such shares may
be distributed; and (h) a combination of any such methods of sale or
distribution.
8
<PAGE>
In effecting sales, brokers or dealers engaged by Selling Stockholders
may arrange for other brokers or dealers to participate in such sales. Brokers
or dealers may receive commissions or discounts from the Selling Stockholders or
from the purchasers in amounts to be negotiated immediately prior to the sale.
The Selling Stockholders may also sell such shares in accordance with Rule 144
under the Securities Act. If Shares are sold in an underwritten offering, the
Shares may be acquired by the underwriters for their own account and may be
further resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The names of the underwriters with respect to
any such offering and the terms of the transactions, including any underwriting
discounts, concessions or commissions and other items constituting compensation
of the underwriters and broker-dealers, if any, will be set forth in a
Prospectus Supplement relating to such offering. Any public offering price and
any discounts, concessions or commissions allowed or reallowed or paid to
broker-dealers may be changed from time to time. Unless otherwise set forth in a
Prospectus Supplement, the obligations of the underwriters to purchase the
Shares will be subject to certain conditions precedent and the underwriters will
be obligated to purchase all the Shares specified in such Prospectus Supplement
if any such Shares are purchased. This Prospectus also may be used by donees of
the Selling Stockholders or by other persons acquiring Shares, including brokers
who borrow the Shares to settle short sales of shares of the Common Stock and
who wish to offer and sell such Shares under circumstances requiring or making
use of the Prospectus desirable.
From time to time the Selling Stockholders may engage in short sales,
short sales against the box, puts, calls and other transactions in securities of
the Company or derivatives thereof, and may sell and deliver shares of Common
Stock in connection therewith. From time to time the Selling Stockholders may
pledge their shares of Common Stock pursuant to the margin provisions of their
respective customer agreements with their respective brokers or otherwise. Upon
a default by a Selling Stockholder, the broker or pledgees may offer and sell
the pledged shares of Common Stock from time to time.
None of the proceeds from the sales of the Shares by the Selling
Stockholders will be received by the Company. The Company will bear certain
expenses in connection with the registration of the Shares being offered by the
Selling Stockholders. See "Selling Stockholders."
The Selling Stockholders and any broker-dealers who act in connection
with the sale of Shares hereunder may be deemed to be "underwriters" as that
term is defined in the Securities Act, and any commissions received by them and
profit on any resale of the Shares as principal might be deemed to be
underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Hogan & Hartson L.L.P., Washington, D.C.
EXPERTS
The consolidated financial statements of the Company at December 31,
1997 and 1996, and for each of the years in the three-year period ended December
31, 1997, have been incorporated by reference herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein and given upon
the authority of said firm as experts in accounting and auditing.
9
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale and
distribution of the securities being registered. All amounts except the
Securities and Exchange Commission registration fee are estimated.
<TABLE>
<CAPTION>
ITEM AMOUNT
<S> <C>
Registration fee...................................... $ 2,714
Blue Sky fees and expenses............................ 1,000
Printing and engraving expenses....................... 1,000
Legal fees and expenses............................... 5,000
Accounting fees and expenses.......................... 5,000
Miscellaneous......................................... 5,286
--------
Total............................................ $ 20,000
========
</TABLE>
All expenses of registration incurred in connection with this
Registration Statement are being borne by the Registrant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to the provisions of Article 6 of the Company's
Restated Certificate of Incorporation and the provisions of Article 9 of the
Company's Bylaws.
The registrant is a Delaware corporation subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "DGCL"). Section 145 of the DGCL provides for the indemnification,
under certain circumstances, of persons who are or were directors, officers,
employees or agents of the corporation, or are or were serving at the request of
the corporation in such a capacity with another business organization or entity,
against expenses, judgments, fines and amounts paid in settlement in actions,
suits or proceedings, whether civil, criminal, administrative, or investigative,
brought or threatened against or involving such persons because of such person's
service in any such capacity. In the case of actions brought by or in the right
of the corporation, Section 145 provides for indemnification only of expenses,
and only upon a determination by the Court of Chancery or the court in which
such action or suit was brought that, in view of all of the circumstances of the
case, such person is reasonably and fairly entitled to indemnity for such
expenses.
The Company's Bylaws provide for indemnification of officers,
directors, trustees, employees and agents of the Company, and for those serving
in such roles with other business organizations or entities, in the event that
such person was or is made a party to (or is threatened to be made a party to)
any civil or criminal action, suit, or proceeding by reason of the fact that
such person is or was serving in such a capacity for or on behalf of the
registrant. The Company will indemnify any such person against expenses
(including attorneys' fees), judgments, fines, penalties and amounts paid in
settlement if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interest of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similarly, the Company
shall indemnify such persons for expenses reasonably incurred and settlements
reasonably paid in actions, suits, or proceedings brought by or in the right of
the Company, if such person acted in good faith and in a manner such person
reasonably believed to be in the best interests of the Company; provided,
however, that no indemnification shall be made against expenses in respect of
II-1
<PAGE>
any claim, issue, or matter as to which such person is adjudged to be liable to
the Company or against amounts paid in settlement unless and only to the extent
that there is a determination made by the appropriate party set forth in the
Bylaws that the person to be indemnified is, in view of the circumstances of the
case, fairly and reasonably entitled to indemnity for such expenses or amounts
paid in settlement. In addition, the Company may purchase and maintain insurance
on behalf of any person who is or was a director, officer, trustee, employee, or
agent of the Company or is acting in such capacity for another business
organization or entity at the Company's request, against such person and
incurred in such capacity, or arising out of such person's status as such,
whether or not the Company would have the power or obligation to indemnify him
against such liability under the provisions of Article 9 of the Company Bylaws.
Article 6 of the Company's Restated Certificate of Incorporation provides that
no director will be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director other than liability for
breach of such director's duty of loyalty, for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law, for
any payment of a divided or approval of a stock repurchase illegal under Section
174 of the Delaware General Corporation Law, or for any transaction from which
the director derived an improper personal benefit.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following Exhibits are filed herewith or incorporated herein by
reference:
4.1 Form of stock certificate for Common Stock, par value $.01 per share,
of the Company (incorporated herein by reference to Exhibit 3.5 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1996).
4.2 Restated Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibits 3.1, 3.2, 3.5 and 3.6 of the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, and
the Certificate of Amendment described in the Current Report on Form
8-K of the Company filed with the Securities and Exchange Commission on
April 30, 1998).
4.3 Bylaws of the Company, as amended to date (incorporated herein by
reference to Exhibit 3 of the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998).
4.4 Rights Agreement, by and between the Company and American Stock
Transfer & Trust Company, as amended to date (incorporated herein by
reference to Form 8-K filed on February 12, 1996, and Form 8-K filed on
November 25, 1996).
5 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5).
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
II-2
<PAGE>
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) For purposes of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
Prospectus filed by Registrant pursuant to Rule 424(b) (1) or (4) or 497 (h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(5) For purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted as to directors, officers and controlling persons of the
Registrant pursuant to the Delaware General Corporation Law, the Restated
Certificate of Incorporation or the Amended and Restated By-laws of Registrant,
indemnification agreements entered into between Registrant and its officers and
directors, or otherwise, Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a director, officer, or controlling
person of Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Waterbury, Connecticut, on July 13, 1998.
WEBSTER FINANCIAL CORPORATION
(Registrant)
By: /s/ James C. Smith
----------------------------------
James C. Smith
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints James C. Smith and John V.
Brennan, and each and either of them, such individual's true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign this Registration Statement and any and all amendments
thereto, and to file the same with the Securities and Exchange Commission, with
all exhibits thereto and other documents in connection therewith, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them or any substitute therefor, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 13, 1998.
NAME TITLE
---- -----
/s/ James C. Smith
- -----------------------------------
James C. Smith Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ John V. Brennan
- -----------------------------------
John V. Brennan Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Achille A. Apicella
- -----------------------------------
Achille A. Apicella Director
/s/ Joel S. Becker
- -----------------------------------
Joel S. Becker Director
II-4
<PAGE>
/s/ O. Joseph Bizzozero, Jr.
- -----------------------------------
O. Joseph Bizzozero, Jr. Director
/s/ John J. Crawford
- -----------------------------------
John J. Crawford Director
/s/ Harry P. DiAdamo, Jr.
- -----------------------------------
Harry P. DiAdamo, Jr. Director
/s/ Robert A. Finkenzeller
- -----------------------------------
Robert A. Finkenzeller Director
/s/ Walter R. Griffin
- -----------------------------------
Walter R. Griffin Director
/s/ J. Gregory Hickey
- -----------------------------------
J. Gregory Hickey Director
/s/ C. Michael Jacobi
- -----------------------------------
C. Michael Jacobi Director
/s/ Marguerite F. Waite
- -----------------------------------
Marguerite F. Waite Director
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER EXHIBITS NUMBER
- ------ -------- ------
<S> <C> <C>
4.1 Form of stock certificate for Common Stock, par value $.01 per
share, of the Company (incorporated herein by reference to Exhibit
3.5 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996).
4.2 Restated Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibits 3.1, 3.2, 3.5 and 3.6 of the
Company's Annual Report on Form 10-K for the year ended December
31, 1996, and the Certificate of Amendment described in the
Current Report on Form 8-K of the Company filed with the
Securities and Exchange Commission on April 30, 1998).
4.3 Bylaws of the Company, as amended to date (incorporated herein by
reference to Exhibit 3 of the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998).
4.4 Rights Agreement, by and between the Company and American Stock
Transfer & Trust Company, as amended to date (incorporated herein
by reference to Form 8-K filed on February 12, 1996, and Form 8-K
filed on November 25, 1996).
5 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5).
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
</TABLE>
II-6
Exhibit 5
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
July 13, 1998
Board of Directors
Webster Financial Corporation
Webster Plaza
Waterbury, CT 06702
Ladies and Gentlemen:
We are acting as special counsel to Webster Financial Corporation, a
Delaware corporation (the "Corporation"), in connection with its registration
statement on Form S-3, as amended (the "Registration Statement") filed with the
Securities and Exchange Commission relating to the proposed public offering of
up to 274,609 shares of the Corporation's common stock, par value $0.01 per
share, all of which shares (the "Shares") are to be sold by certain selling
stockholders (each a "Selling Stockholder"). This opinion letter is furnished to
you at your request to enable you to fulfill the requirements of Item 601(b)(5)
of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5), in connection with the
Registration Statement.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement.
2. The Restated Certificate of Incorporation, with amendments
thereto, as certified by the Secretary of the Corporation on
the date hereof as then being complete, accurate and in
effect.
3. The Bylaws of the Corporation, with amendments thereto, as
certified by the Secretary of the Corporation on the date
hereof as then being complete, accurate and in effect.
4. Resolutions of the Board of Directors of the Corporation,
adopted at a meeting held on April 20, 1998, as certified by
the Secretary of the Corporation on the date hereof as then
being complete, accurate and in effect, relating to, among
other things, the original issuance of the Shares and
arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter is
given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the General
Corporation Law of the State of Delaware. We express no opinion herein as to any
other laws, statutes, regulations, or ordinances.
<PAGE>
Based upon, subject to and limited by the foregoing, we are of the
opinion that, assuming at the time the Shares were originally issued the Company
received the consideration herefor specified in the April 20, 1998 resolutions
of the Board of Directors referred to in paragraph 4 above, the Shares will be
validly issued, fully paid and nonassessable under the General Corporation Law
of the State of Delaware.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Webster Financial Corporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
July 13, 1998
