WEBSTER FINANCIAL CORP
8-K, 1999-02-25
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): January 29, 1999

                          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.

          Webster Financial  Corporation  announced on January 29, 1999 that its
annual meeting of shareholders will be held on Thursday,  April 22, 1999 at 4:00
p.m.,  eastern  time,  at the  Courtyard by Marriott,  63 Grand St.,  Waterbury,
Connecticut.  Webster issued a press release on January 29, 1999  describing the
meeting and providing additional  information about Webster.  That press release
is filed as Exhibit 99 hereto and is incorporated herein by reference.


ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits.

         99       Press release


<PAGE>



                                   SIGNATURES

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           WEBSTER FINANCIAL CORPORATION
                                           (Registrant)

                                            /s/ James C. Smith
                                            ----------------------------------
                                            James C. Smith
                                            Chairman and Chief Executive Officer

Date: February 25, 1999


<PAGE>



         EXHIBIT INDEX

99       Press release






                                                                      Exhibit 99

FOR IMMEDIATE RELEASE

Media Contact: Mike Bazinet                          Investor Contact: Jim Sitro
               203-578-2391                                         203-578-2399

               WEBSTER SHAREHOLDERS MEETING WILL BE APRIL 22, 1999

WATERBURY,  Conn., Jan. 29, 1999 - Webster Financial Corporation (Nasdaq:  WBST)
announced  today that its Board of Directors  has  scheduled  the  corporation's
annual meeting of shareholders  for 4 p.m.  (eastern time)  Thursday,  April 22,
1999 at the Courtyard by Marriott, 63 Grand St., Waterbury, Connecticut.

The record date for shareholders to vote at the meeting is March 3, 1999.

                                      * * *


Webster Financial Corporation, headquartered in Waterbury, Conn., is the holding
company  for Webster  Bank,  which was founded in 1935.  Webster  Bank  delivers
consumer,  commercial,  mortgage, insurance, and trust and investment management
services to individuals,  families and businesses through a network of more than
100 banking offices,  three commercial  banking centers,  two insurance offices,
and more than 170 ATMs, in addition to telephone  banking,  video banking and PC
banking.

Webster  Bank 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.



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