SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 1998
WEBSTER FINANCIAL CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-15213 06-1187536
- -------------------------------- ------- --------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
</TABLE>
Webster Plaza, Waterbury, Connecticut 06702
---------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 753-2921
----------------
Not Applicable
----------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5 OTHER EVENTS
On November 4, 1998, Webster Financial Corporation ("Webster") announced
that it had entered into an Agreement and Plan of Merger (the "Maritime
Agreement") by which Webster will acquire Maritime Bank & Trust Company
("Maritime Bank") in a tax-free stock-for-stock exchange (the "Maritime
Merger"). The Maritime Merger must be approved by the shareholders of Maritime
Bank and by federal and state bank regulatory authorities and is subject to
various customary closing conditions. In connection with the Maritime Agreement,
Webster and Maritime Bank entered into an Option Agreement purusant to which
Maritime Bank granted Webster an option, exercisable under certain
circumstances, to purchase an aggregate of 141,004 newly issued shares of common
stock, par value $0.67 per share, of Maritime Bank.
Webster issued a press release on November 4, 1998 describing the signing
of the Maritime Agreement. Such press release is filed as Exhibit 99.1 hereto
and is incorporated by reference herein.
On November 11, 1998, Webster announced that it had entered into an
Agreement and Plan of Merger (the "Village Agreement") by which Webster will
acquire Village Bancorp, Inc. ("Village"), the holding company for The Village
Bank & Trust Company, in a tax-free stock-for-stock exchange (the "Villiage
Merger"). Holders of Village common stock may elect to receive up to 20 percent
of the merger consideration in cash rather than stock in accordance with the
Village Agreement. The Village Merger must be approved by the shareholders of
Village and by federal and state bank regulatory authorities and is subject to
various customary closing conditions. In connection with the Village Agreement,
Webster and Village entered into an Option Agreement pursuant to which Village
granted Webster an option, exercisable under certain circumstances, to purchase
an aggregate of 388,466 newly issued shares of common stock, par value $3.33 per
share, of Village.
Webster issued a press release on November 11, 1998 describing the signing
of the Village Agreement. Such press release is filed as Exhibit 99.2 hereto and
is incorporated by reference herein.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a. Not applicable.
b. Not applicable.
c. Exhibits
EXHIBIT NO. DESCRIPTION
----------- ------------------------------
99.1 Press Release of Webster Financial Corporation
dated November 4, 1998.
99.2 Press Release of Webster Financial Corporation
dated November 11, 1998.
<PAGE>
SIGNATURE
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)
By: /s/ John V. Brennan
------------------------------------
Name John V. Brennan
Title: Executive Vice President,
Chief Financial Officer, and
Treasurer
Date: November 23, 1998
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ------------- ------------------------------------------------------------------------
<S> <C>
99.1 Press Release of Webster Financial Corporation dated November 4, 1998.
99.2 Press Release of Webster Financial Corporation dated November 11, 1998.
</TABLE>
EXHIBIT 99.1
WEBSTER ANNOUNCES ACQUISITION OF MARITIME BANK & TRUST
WATERBURY, NOV. 4, 1998 -- Webster Financial Corporation (Nasdaq: WBST) today
announced that it has reached a definitive agreement to acquire Maritime Bank &
Trust (Nasdaq: MTMB) for $26.67 per share in a tax-free, stock-for-stock
exchange valued at approximately $21 million. Maritime is a state-chartered
commercial bank headquartered in Essex with one branch each in the towns of Old
Lyme and Old Saybrook. It has total assets of $100 million. With the addition of
Maritime, Webster will have $9.3 billion in assets.
The acquisition is expected to contribute positively to Webster's earnings per
share in the first year. The purchase price is approximately 2.7 times
Maritime's book value and 21 times Maritime's earnings per share for the last 12
months. Webster expects to account for the transaction as a purchase.
The definitive agreement, which has been approved by both companies' boards of
directors, is subject to approval by Maritime's shareholders and regulatory
authorities. Webster expects the transaction to close in the first quarter of
1999.
"Our partnership with Maritime will strengthen Webster's franchise and extend
our presence into attractive communities along the Connecticut shoreline," said
James C. Smith, Webster chairman and chief executive officer. "Customers of
Webster and Maritime will benefit from having greater access and convenience
through our extensive network of branches and ATMs. Maritime customers will
enjoy a broader selection of products and services."
Based on the terms of the agreement, Maritime shareholders will receive $26.67
per Maritime common share if Webster's stock price is at or below $24.45 per
share during the pricing period. Above the ceiling price, the exchange ratio
fixes at 1.091 Webster shares. Webster intends to buy back in open market
transactions the equivalent number of Webster common shares issued to Maritime
shareholders.
William R. Attridge, Maritime president, said, "Our board of directors believes
that the best long-term interests of our shareholders, customers and employees
are served by our merger with Webster. Our institutions share common business
philosophies and a strong commitment to the Connecticut communities we serve.
The merger increases our capacity to provide financial services to our
customers, including expanded business banking services as well as trust and
investment management services, insurance services, and PC banking. Following
the merger, Maritime customers will be able to transact business to all Webster
Bank locations and will benefit form Webster's broad product offerings."
<PAGE>
"Maritime customers should continue to banks as they normally do," Smith said.
"The transition to Webster will be seamless, and customers should not
experience any inconvenience."
"Our combination with Maritime represents an important growth opportunity for
Webster. Maritime's three branches offices will remain open and will support
further expansion along Connecticut's shoreline," Smith said.
Webster has guaranteed positions in the combined branch network to all
non-management Maritime branch employees. As in previous acquisitions, Webster
has pledged to keep the number of positions eliminated to a minimum and will
give consideration to Maritime employees whose positions are eliminated or open
spots elsewhere at Webster.
* * *
Webster Bank was founded in 1935 and is a leading Connecticut-based financial
institution. Webster delivers consumer banking, commercial banking, mortgage,
insurance, and trust and investment management services to individuals, families
and businesses.
Webster Bank has $9.2 billion in assets and operates through a network of more
than 100 banking offices, three commercial banking centers, and more than 174
ATMs, in addition to telephone banking, video banking and PC banking. Webster
has the number one or number two deposit market share in its primary markets of
Hartford, New Haven and Litchfield counties.
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. Webster's insurance subsidiary, Damman Insurance Associates, is one
of the largest agencies in the state.
EXHIBIT 99.2
WEBSTER ANNOUNCES ACQUISITION OF VILLAGE BANCORP
WATERBURY, Nov. 11, 1998 -- Webster Financial Corporation (Nasdaq: WBST) today
announced that it has reached a definitive agreement to acquire Village
Bancorp. Inc. (Nasdaq VBNK), the holding company for Village Bank & Trust
Company, for $23.50 per share in a tax-free, stock-for-stock exchange valued at
approximately $46.4 million.
Village is a state-chartered commercial bank headquartered in Ridgefield with
total assets of $230 million and six banking offices in the communities of
Danbury, Wilton, Westport, and New Milford. With the additions of Village and
Essex-based Maritime Bank & Trust, announced on Nov. 4, Webster will have $9.5
billion in assets.
The acquisition is expected to contribute positively to Webster's earnings per
share in the first year. The purchase price is approximately 2.7 times Vilage
book value and 20.6 times annualized earnings for the last six months. Webster
expects to account for the transaction as a purchase.
The definitive agreement , which has been approved by both companies' boards of
directors, is subject to approval by Village Bancorp's shareholders and
regulatory authorities. Webster expects the transaction to close in the first
quarter of 1999.
"Our partnership with Village Bank & Trust will extend Webster's presence in
Fairfield and Litchfield Counties and strengthen our franchise," said James C.
Smith, Webster chairman and chief executive officer. "Customers of Webster and
Village Bank & Trust will benefit from having greater convenience through our
extensive network of branches and ATMs. Village customers will enjoy a broader
selection of services."
Based on the terms of the agreement, Village Bancorp shareholders will receive
$23.50 per Village common share if Webster's stock price is at or below $27.50
per share during the pricing period. Above the ceiling price, the exchange ratio
fixes at 0.855 Webster shares. If Village shareholders prefer, Webster will pay
up to 20 percent of the merger consideration in cash rather than stock. Webster
intends to buy back in open-market transactions, the equivalent number of
Webster shares issued to Village shareholders.
Robert V. Macklin, Village Bank & Trust president and chief executive officer,
said, "Our board of directors believes a merger with Webster best serves the
long-term interests of our shareholders, customers and employees. We will
enhance our
<PAGE>
ability to provide financial services, including expanded business banking
services as well as trust and investment management services, insurance
services, and PC banking. Our institutions share a strong commitment to
Connecticut. Following the merger, Village Bank & Trust customers will be able
to transact business at all Webster Bank locations and will benefit from
Webster's broad product offerings."
"Village Bank & Trust customers should continue to bank as they normally do,"
Smith said. "The transition to Webster's systems will be seamless, and customers
should not experience any inconvenience.
"Village Bank & Trust's six offices will remain open and continue to serve their
communities. This merger nearly doubles the number of our branches in Fairfield
County, gives us another branch in prime Litchfield County community, and
positions us for further expansion," Smith said.
* * *
Webster Bank was founded in 1935 and is a leading Connecticut-based financial
institution. Webster delivers consumer banking, commercial banking, mortgage,
insurance, and trust and investment management services to individuals, families
and businesses.
Webster Bank has $9.2 billion in assets and operates through a network of more
than 100 banking offices, three commercial banking centers, and more than 174
ATMs, in addition to telephone banking, video banking and PC banking. Webster
has the number one or number two deposit market share in its primary markets of
Hartford, New Haven and Litchfield counties.
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. Webster's insurance subsidiary, Damman Insurance Associaes, is one
of the largest agenceis in the state.
