AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 3, 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)
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Copy to:
Craig M. Wasserman, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019, (212) 403-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) PRICE (2) FEE
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Common Stock, par value $.01 per share. 17,643 shares $ 63.57 $1,121,566 $331
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(1) Also includes associated Rights to purchase shares of the Registrant's
Series C Participating Preferred Stock, which Rights are not currently
separable from shares of Common Stock and are not currently exercisable.
(2) In accordance with Rule 457(c), the aggregate offering price and
registration fee for 17,643 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 February 26, 1998.
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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.
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SUBJECT TO COMPLETION, DATED MARCH 3, 1998
PROSPECTUS
17,643 SHARES
WEBSTER FINANCIAL CORPORATION
COMMON STOCK
The 17,643 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. See "SELLING STOCKHOLDERS." 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 "PLAN OF DISTRIBUTION" and "SELLING STOCKHOLDERS."
The Shares may be offered or sold by the Selling Stockholders directly to
purchasers or through agents, underwriters or dealers on terms to be determined
at the time of sale. See "PLAN OF DISTRIBUTION." 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").
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 National Market ("Nasdaq") under
the symbol "WBST." On March , 1998, the last reported sale price of the Common
Stock on Nasdaq was $ per share.
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SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURI-
TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPEC-
TUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is March , 1998
<PAGE>
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 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.
TABLE OF CONTENTS
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PAGE
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Available Information .................................................... 1
Incorporation of Certain Documents by Reference .......................... 1
The Company .............................................................. 2
Risk Factors ............................................................. 3
Use of Proceeds .......................................................... 6
Selling Stockholders ..................................................... 6
Plan of Distribution ..................................................... 7
Legal Matters ............................................................ 8
Experts .................................................................. 8
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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. In addition, reports,
proxy statements and other information about the Company may be inspected at the
offices of the National Association of Securities Dealers, Inc., 1735 K St., NW,
Washington D.C. 20006.
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, 1996; (b) the
Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
1997, June 30, 1997 and September 30, 1997; (c) the Company's Current Reports on
Form 8-K dated January 31, 1997, February 20, 1997, April 4, 1997, May 20, 1997,
July 31, 1997, October 26, 1997, October 27, 1997, and November 17, 1997 (as
amended); (d) the Company's Annual Report of Employee Stock Purchase Plans on
Form 11-K for the fiscal year ended December 31, 1996; and (e) 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 reference
into this Pro-
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spectus). 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.
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 MERGERS; 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.
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 84 banking offices, three commercial banking centers, six trust offices and
more than 115 ATMs located in New Haven, Fairfield, Litchfield, Hartford and
Middlesex Counties in Connecticut. The Company focuses on providing financial
services to individuals, families and businesses. The Company emphasizes four
business lines -- consumer banking, business banking, mortgage banking and trust
and investment services -- each supported by centralized administration,
marketing, finance and operations. Through its recent acquisitions of People's
Savings Financial Corp. ("People's") and Sachem Trust, National Association
("Sachem"), the Company has established a leading position in the trust and
investment services market in Connecticut and it is able to offer its customers
a greater variety of financial services. The Company's goal is to provide
banking services that are fairly priced, reliable and convenient. At December
31, 1997, the Company had total consolidated assets of approximately $7.0
billion, total deposits of approximately $4.4 billion and stockholders' equity
of approximately $382 million. On October 26, 1997, the Company entered into a
merger agreement with Eagle Financial Corp. See "RISK FACTORS -- Growth Through
Acquisitions."
The Company's principal executive office is located at Webster Plaza,
Waterbury, Connecticut 06702, and its telephone number is (203) 753-2921.
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RISK FACTORS
In addition to the other information contained 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 $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, 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, 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 October 26, 1997, the Company entered into an Agreement and Plan of
Merger with Eagle Financial Corp. whereby Eagle will merge with and into the
Company (the "Eagle Merger"). Upon consummation of the Eagle Merger, which will
be accounted for as a pooling-of-interests, the Company expects to acquire total
assets of $2.1 billion, net loans of $1.1 billion and deposits of $1.4 billion.
As of the date of this Prospectus, the Eagle Merger has not yet been completed
and is pending. The Eagle Merger is subject to a number of conditions, including
approval by the stockholders of both the Company and Eagle, who are expected to
vote on the Eagle Merger on April 2, 1998. The Eagle Merger has been approved by
the Office of Thrift Supervision (the "OTS").
The Company's business strategy emphasizes internal expansion combined with
acquisitions. There can be no assurance that the Company will 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 net sales or profitability comparable to those achieved by the
Company's existing operations, or otherwise perform as expected. Further,
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earnings may be adversely affected by transaction-related expenses in the
quarter in which an acquisition is consummated. Management may determine that it
is necessary or desirable to obtain financing for such acquisitions through bank
borrowings or the issuance of debt or equity securities. Debt financing of any
such acquisition could increase the leverage of the Company. Equity financing of
any such acquisition could dilute the ownership of the Company's stockholders.
There can be no assurance that the Company will be able to obtain financing on
acceptable terms. 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.
Legislation currently being debated could eliminate the federal savings
bank charter. If such legislation is enacted, Webster Bank may be required to
convert its federal savings bank charter either to a new type of federal bank
charter or to a state depository institution charter. Future legislation also
may result in the Federal Reserve Board (the "FRB") regulating the Company
instead of the OTS. Regulation by the Federal Reserve Board could subject the
Company to capital requirements that are not currently applicable to the Company
as a holding company under OTS regulation and may result in statutory
limitations on the types of business activities in which the Company may engage
at the holding company level.
The Company is unable to predict whether such legislation will be enacted
or the effect of any such legislation on the Company or Webster Bank should such
legislation be enacted.
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 December 31, 1997, the Company had $128.2
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 December 31, 1997,
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 4.1% or
less.
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Based on the Company's asset-liability mix at December 31, 1997, 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.
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 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
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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.
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 $ . See "SELLING STOCKHOLDERS."
SELLING STOCKHOLDERS
In connection with the Sachem Acquisition, the Company issued Common Stock,
including the Shares, to certain of the former stockholders of Sachem in
exchange for their shares of common stock, par value $10.00 per share, of Sachem
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
January 30, 1998. The Selling Stockholders are former stockholders of Sachem and
their transferees, pledgees, donees and successors. The following Selling
Stockholders have had certain relationships with the Company and its
predecessors, including Peter F. Culver (former President of Sachem), Kathleen
H. Imbergamo (former Chief Financial Officer and Senior Vice President of
Sachem), Richard T. Walsh (former member of the Sachem Trust Advisory Board) and
John W. Ward (former member of the Sachem Trust Advisory Board).
The Shares have been registered under the Securities Act pursuant to the
Registration Statement.
<TABLE>
<CAPTION>
AMOUNT OF AMOUNT OF COMMON
COMMON STOCK STOCK OWNED
NAME OF OWNED PRIOR NUMBER OF SHARES FOLLOWING
BENEFICIAL OWNER TO THE OFFERING OFFERED HEREBY THE OFFERING(1)
- ------------------------------------- ----------------- ------------------ -----------------
<S> <C> <C> <C>
Jay Abramson ........................ 605 545 60
Elizabeth A. Barone ................. 861 776 85
Gerald B. Cramer .................... 1073 966 107
Jesse V. & Vanessa S. Crews ......... 1232 1109 123
Peter F. & Mary A. Culver ........... 1232 1109 123
Thomas J. Demchak ................... 615 554 61
Fred Filoon ......................... 202 181 21
GAMCO Investors, Inc. ............... 3362 3026 336
Kathleen H. Imbergamo ............... 615 554 61
Carol A. Kelleher ................... 1848 1664 184
Ronald H. McGlynn ................... 942 848 94
Arthur Pergament .................... 12,949 242 12,707
Edward Rosenthal .................... 254 229 25
Robert A. Simms ..................... 4,420 3607 813
Eugene Trainor III .................. 17 15 2
Richard T. Walsh .................... 615 554 61
John W. Ward ........................ 1848 1664 184
</TABLE>
- ----------
(1) Assuming sale of all Shares offered hereby by such Selling Stockholder.
6
<PAGE>
PLAN OF DISTRIBUTION
All or part of the Shares may be offered by the Selling Stockholders from
time to time in transactions on Nasdaq, 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.
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.
7
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for the
Company by Wachtell, Lipton, Rosen & Katz. Wachtell, Lipton, Rosen & Katz has
provided and continues to provide services for the Company.
EXPERTS
The consolidated financial statements of the Company (as restated to
include DS Bancorp Inc. and People's) at December 31, 1996 and 1995, and for
each of the three years ended December 31, 1996, 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.
The separate consolidated financial statements of the Company (excluding DS
Bancor Inc. and People's) at December 31, 1996 and 1995, and for each of the
years in the three-year period ended December 31, 1996, 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.
8
<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 .......................... $331
Blue Sky fees and expenses ................ N/A
Printing and engraving expenses ...........
Legal fees and expenses ...................
Accounting fees and expenses ..............
Transfer Agent and Registrar fees .........
Miscellaneous .............................
Total ..................................
</TABLE>
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 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
II-1
<PAGE>
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 Exhibit 3.1 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1996).
4.3 Bylaws of the Company, as amended to date (incorporated herein by
reference to Exhibit 3.7 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1996).
4.4 Rights Agreement by and between the Company and American Stock
Transfer & Trust Company, as amended to date (incorporated by
reference to Form 8-K filed on February 12, 1996, and Form 8-K filed
on November 25, 1996).
5.1 Opinion of Wachtell, Lipton, Rosen & Katz.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1).
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:
(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;
II-2
<PAGE>
(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, 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 March 3, 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 March 3, 1998.
<TABLE>
<CAPTION>
NAME TITLE
- -------------------------------------- -----------------------------------------
<S> <C>
/s/ JAMES C. SMITH Chairman and Chief Executive Officer
------------------------------- (Principal Executive Officer)
James C. Smith
/s/ JOHN V. BRENNAN Executive Vice President, Chief
------------------------------- Financial Officer and Treasurer
John V. Brennan (Principal Financial Officer)
/s/ ACHILLE A. APICELLA
-------------------------------
Achille A. Apicella Director
/s/ JOEL S. BECKER
-------------------------------
Joel S. Becker Director
/s/ O. JOSEPH BIZZOZERO, JR.
-------------------------------
O. Joseph Bizzozero, Jr. Director
/s/ JOHN J. CRAWFORD
-------------------------------
John J. Crawford Director
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
- -------------------------------------- -----------------------------------------
<S> <C>
/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
</TABLE>
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 (incorporated herein by
reference to Exhibit 3.5 to the Company's representing common stock,
par value $.01 per share, of the Company).
4.2 Restated Certificate of Incorporation of the Company (incorporated
herein by reference to Exhibit 3.1 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1996).
4.3 Bylaws of the Company, as amended to date (incorporated herein by
reference to Exhibit 3.7 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1996).
4.4 Rights Agreement by and between the Company and American Stock
Transfer & Trust Company, as amended to date (incorporated by
reference to Form 8-K filed on February 12, 1996, and Form 8-K filed
on November 25, 1996).
5.1 Opinion of Wachtell, Lipton, Rosen & Katz.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
</TABLE>
EXHIBIT 5.1
------------
March 3, 1998
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
RE: Registration Statement on Form S-3 Related to the Offering of Certain
Shares of Common Stock of the Company Pursuant to Rule 415 of the
Securities Act of 1933, as Amended
Ladies and Gentlemen:
We have acted as special counsel to Webster Financial Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-3 (the "Registration Statement")
relating to the up to 17,643 shares (the "Shares") of the Company's common
stock, par value $.01 per share, to be offered for sale by the holders of the
Shares (the "Selling Stockholders") as described in the Registration Statement.
In rendering this opinion, we have examined such corporate records and
other documents, and have reviewed such matters of law, as we have deemed
necessary or appropriate. We have, with your consent, relied as to factual
matters on documents furnished by the Selling Stockholders and upon such other
documents and data that we have deemed appropriate. We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to original documents of all documents submitted
to us as copies.
We are not members of the Bar of any jurisdiction other than the State of
New York, and, with your consent, we are opining herein as to the effect on the
subject transaction only of the General Corporation Law of the State of
Delaware, and we express no opinion with respect to the applicability thereto,
or the effect thereon, of any other laws or the laws of any other jurisdiction.
<PAGE>
Webster Financial Corporation
March 3, 1998
Page 2
Based on our review and examination, and subject to the foregoing, we are
of the opinion that the Shares have been legally authorized and validly issued,
and are fully paid and nonassessable.
We hereby consent to be named in the Registration Statement and in the
related prospectus contained therein as the attorney who passed upon the
legality of the Shares and to the filing of a copy of this opinion as Exhibit
5.1 to the Registration Statement. By giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
----------------------------------
WACHTELL, LIPTON, ROSEN & KATZ
EXHIBIT 23.1
-------------
Consent of Independent Auditors
The Board of Directors
Webster Financial Corporation:
We consent to the use of our reports incorporated herein by reference and
to the references to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
March 3, 1998
