SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 15, 1998
Date of Report (Date of Earliest Event Reported)
WEBSTER FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-15213 06-1187536
(Commission File Number) (IRS Employer Identification No.)
WEBSTER PLAZA
Waterbury, Connecticut 06702
(Address of Principal Executive Offices) (Zip Code)
(212) 753-2921
(Registrant's Telephone Number, including Area Code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective April 15, 1998, Webster Financial Corporation, a Delaware
corporation (the "Corporation"), completed its merger (the "Merger") with Eagle
Financial Corp., a Delaware corporation ("Eagle"). Pursuant to the Agreement and
Plan of Merger by and between the Corporation and Eagle, dated as of October 26,
1997, each outstanding share of Eagle was converted into the right to receive
1.68 shares of common stock of the Corporation (with cash in lieu of fractional
shares), and Eagle was merged with and into Webster. In connection with the
Merger, the Webster Board of Directors appointed the following three individuals
from the Eagle Board of Directors to serve on the Webster Board of Directors
immediately following final adjournment of Webster's 1998 Annual Meeting of
Stockholders: Richard H. Alden, George T. Carpenter and John F. McCarthy.
The Merger was accounted for as a pooling of interests for
accounting and financial reporting purposes. Under this method of accounting,
the recorded assets, liabilities, stockholders' equity, income and expenses of
the Corporation and Eagle have been combined and reflected at their historical
amounts.
The Company's Registration Statement on Form S-4, Registration No.
333-46073 (as amended, the "Registration Statement"), sets forth certain
additional information regarding the Merger, the Corporation and Eagle.
ITEM 5. OTHER EVENTS
On February 23, 1998, the Board of Directors of the Corporation
amended the Corporation's Bylaws to increase the number of directors on the
Board of Directors from 12 to 14.
On April 13, 1998, the Corporation filed a certificate of amendment
to its Restated Certificate of Incorporation changing the number of shares of
common stock, par value $.01 per share, of the Corporation authorized for
issuance from 30 million to 50 million. As a result of the amendment, the first
sentence of the first paragraph of Article 4 of the Restated Certificate of
Incorporation, as amended, reads in its entirety as follows:
The total number of shares of all classes of the capital stock which
the Corporation has authority to issue is fifty-three million
(53,000,000), of which fifty million (50,000,000) shall be common
stock, par value $.01 per share, amounting in the aggregate to five
hundred thousand dollars ($500,000), and three million (3,000,000)
shall be serial preferred stock, par value $.01 per share, amounting
in the aggregate to thirty thousand dollars ($30,000).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
The following audited financial statements of Eagle have previously
been filed with the Securities and Exchange Commission (the "Commission") as
part of the Annual Report on
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Form 10-K of Eagle for the fiscal year ended September 30, 1997 and are
incorporated herein by reference:
- Report of Independent Accountants.
- Consolidated Balance Sheets for the fiscal years ended September
30, 1997 and 1996.
- Consolidated Statements of Income for the fiscal years ended
September 30, 1997, 1996 and 1995.
- Consolidated Statements of Cash Flows for the fiscal years ended
September 30, 1997, 1996 and 1995.
- Notes to Consolidated Financial Statements.
The following unaudited financial statements of Eagle have
previously been filed with the Commission as part of Eagle's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1997, and are incorporated herein
by reference:
- Condensed Consolidated Balance Sheets - December 31, 1997 and
September 30, 1997.
- Condensed Consolidated Statements of Income - Three Months ended
December 31, 1997 and 1996.
- Condensed Consolidated Statements of Cash Flows - Three Months
ended December 31, 1997 and 1996.
- Notes to Consolidated Financial Statements - December 31, 1997.
(b) Pro forma financial information.
The required pro forma financial information of Webster and Eagle
has previously been filed with the Securities and Exchange Commission (the
"Commission") as part of Webster's Registration Statement on Form S-4 under the
Securities Exchange Act of 1933, as amended, filed with the Commission on
February 11, 1998, as amended by Amendment No. 1 thereto filed with the
Commission on February 13, 1998, and is incorporated herein by reference.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated October 26, 1997, by and between
Webster Financial Corporation and Eagle Financial Corp. (incorporated herein by
reference to Exhibit 2.1 to Webster Financial Corporation's Current Report on
Form 8-K dated October 26, 1997).
23.1 Consent of KPMG Peat Marwick LLP
99.1 Press release
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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 hereunder duly authorized.
Dated: April 30, 1998
WEBSTER FINANCIAL CORPORATION
By: /s/ John V. Brennan
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Name: John V. Brennan
Title: Executive Vice President,
Chief Financial Officer and
Treasurer
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated October 26, 1997, by and between
Webster Financial Corporation and Eagle Financial Corp. (incorporated
herein by reference to Exhibit 2.1 to Webster Financial Corporation's
Current Report on Form 8-K dated October 26, 1997).
23.1 Consent of KPMG Peat Marwick LLP
99.1 Press release
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Webster Financial Corporation (as successor to Eagle Financial Corp.)
We consent to the incorporation by reference in the registration statements
(Nos. 33-13244 and 33-38286) on Forms S-8, and (No. 333-47269) on Form S-3 of
Webster Financial Corporation of our report dated October 27, 1997, relating to
the consolidated balance sheets of Eagle Financial Corp. and subsidiaries as of
September 30, 1997 and 1996 and the related consolidated statements of income,
shareholders' equity and cash flows for each of the years in the three-year
period ended September 30, 1997, which report appears in the April 15, 1998
current report on Form 8-K of Webster Financial Corporation.
/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
April 30, 1998
Exhibit 99.1
WEBSTER COMPLETES ACQUISITION OF EAGLE FINANCIAL
WATERBURY, Conn., April 15, 1998 -- Webster Financial Corporation (Nasdaq:
WBST), holding company for Webster Bank, today completed its acquisition of
Eagle Financial Corporation, the holding company for Bristol, Conn.-based Eagle
Bank. Shareholders of both companies approved the merger agreement earlier this
month.
This merger was announced in October 1997 and approval was granted in February
from the federal Office of Thrift Supervision.
* * *
Webster Financial Corporation, headquartered in Waterbury, Conn., is the holding
company for Webster Bank, which was founded in 1935 and is a leading
Connecticut-based financial institution. Webster delivers consumer banking,
commercial banking, mortgage, and trust and investment management services to
individuals, families and businesses.
Webster Bank currently has the second-largest deposit market share in Hartford
and New Haven counties and the leading deposit share in Litchfield County.
Webster has approximately $9.1 billion in assets and operates through a network
of 110 banking offices, three commercial banking centers, six trust offices and
more than 160 ATMs, in addition to telephone banking, video banking and PC
banking.
Webster is also the second-largest mortgage lender in Connecticut and a leading,
full-service commercial lender. Webster Trust, the bank's trust and investment
management subsidiary, is the second-largest bank trust company based in
Connecticut.
