As filed with the Securities and Exchange Commission on June 25, 1999
Registration Nos. 333-__________
333-_______-01
============================================================================
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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<TABLE>
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<S> <C> <C>
DELAWARE
WEBSTER FINANCIAL CORPORATION (State or other jurisdiction of No. 06-1187536
(Exact name of registrant as specified Incorporation or Organization) (I.R.S. Employer Identification Number)
in its charter) DELAWARE
WEBSTER CAPITAL TRUST III (State or other jurisdiction of Application Pending
(Exact name of registrant as Incorporation or Organization) (I.R.S. Employer Identification Number)
specified in its certificate of trust)
</TABLE>
WEBSTER PLAZA
WATERBURY, CONNECTICUT 06702
(203) 753-2921
(Address, including zip code, and telephone number,
including area code, of registrant's 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 agent for service)
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Copies to:
STUART G. STEIN, ESQ.
JAMES E. SHOWEN, ESQ.
DANIEL KEATING, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, DC 20004-1109
(202) 637-5600
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Approximate date of commencement of proposed sale to the public: From
time to time 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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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Per Aggregate Offering Amount of
Securities to be Registered (1) Registered (2) Security (3)(4) Price (4) Registration Fee
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WEBSTER FINANCIAL CORPORATION:
Debt Securities............................. (4) (4) (4)
Common Stock, par value $0.01 per share..... (4) (4) (4)
Preferred Stock, par value $0.01 per share.. (4) (4) (4)
Depositary Shares........................... (4) (4) (4)
Purchase Contracts.......................... (4) (4) (4)
Purchase Units.............................. (4) (4) (4)
Warrants (5)................................ (4) (4) (4)
Guarantees of Trust Preferred Securities of
Webster Capital Trust III (6)............... (4) (4) (4)
Webster Capital Trust III:
Trust Preferred Securities.................. (4) (4) (4)
Total.................................. $200,000,000(7) (4) $200,000,000(8) $55,600(7)
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</TABLE>
(1) The securities covered by this registration statement may be sold or
otherwise distributed separately, together or as units with other
securities covered by this registration statement. This registration
statement covers offers, sales and other distributions of the securities
listed in this table from time to time at prices to be determined, as
well as debt securities issuable upon the exercise of debt warrants so
offered or sold, and shares of common stock issuable upon the exchange or
conversion of debt securities or trust preferred securities or shares of
preferred stock or trust preferred securities so offered or sold that are
exchangeable for or convertible into shares of common stock or upon the
exercise of common stock warrants or rights so offered, sold or
distributed. This registration statement also covers debt securities,
shares of preferred stock, shares of common stock, depositary shares,
purchase contracts, purchase units and warrants of Webster Financial
Corporation and trust preferred securities of Webster Capital Trust III.
(2) In U.S. dollars or the equivalent thereof for any security denominated in
one or more, or units of two or more, foreign currencies or composite
currencies based on the exchange rate at the time of sale. Debt
securities may be issued with original issue discount such that the
aggregate initial public offering price will not exceed $200,000,000,
together with the other securities issued hereunder.
(3) Estimated solely for purposes of calculating the registration fee under
Rule 457.
(4) Omitted pursuant to General Instruction II.D of Form S-3 under the
Securities Act of 1933, as amended.
(5) The warrants covered by this registration statement may be debt warrants,
preferred stock warrants or common stock warrants.
(6) Webster Financial Corporation is also registering under this registration
statement all other obligations that it may have with respect to trust
preferred securities issued by Webster Capital Trust III. No separate
consideration will be received for any guarantee or any other such
obligations.
(7) Calculated under Rule 457(o) of the rules and regulations under the
Securities Act of 1933, as amended.
(8) The aggregate maximum offering price of all securities issued under this
registration statement will not exceed $200,000,000. No separate
consideration will be received for shares of preferred stock or common
stock that are issued upon conversion or exchange of debt securities,
trust preferred securities or shares of preferred stock registered
hereunder.
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE>
Subject to Completion
Preliminary Prospectus dated June 25, 1999
PROSPECTUS
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$200,000,000
WEBSTER FINANCIAL CORPORATION
Debt Securities, Common Stock, Preferred Stock, Depositary
Shares, Purchase Contracts, Purchase Units And Warrants
WEBSTER CAPITAL TRUST III
Trust Preferred Securities Guaranteed By
Webster Financial Corporation
By this prospectus, Webster Financial may offer from time to time:
o debt securities o purchase contracts
o common stock o purchase units
o preferred stock o warrants exercisable for debt securities,
common stock or preferred stock
o depositary shares
By this prospectus, Webster Capital Trust may offer from time to time
its trust preferred securities.
Webster Financial's common stock is listed for trading on The Nasdaq
Stock Market's National Market Tier under the symbol "WBST." On June 24, 1999,
the last reported sale price of Webster Financial's common stock was
$28.1875.
When Webster Financial or Webster Capital Trust offers securities,
Webster Financial or Webster Capital Trust, as the case may be, will provide
you with a prospectus supplement or a term sheet describing the terms of the
specific issue of securities, including the price of the securities.
You should read this prospectus and any prospectus supplement or term
sheet carefully before you decide to invest. This prospectus may not be used
to sell securities unless it is accompanied by a prospectus supplement or a
term sheet that further describes the securities being delivered to you.
-------------------
The securities are not savings or deposit accounts or other
obligations of any bank or nonbank subsidiary of Webster Financial and are not
insured by the federal deposit insurance corporation or any other governmental
agency.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. It is illegal for any
person to tell you otherwise.
-------------------
The date of this prospectus is ____________, 1999.
<PAGE>
TABLE OF CONTENTS
Page
Cautionary Note Regarding Forward-Looking Statements.............3
About This Prospectus ...........................................4
Where You Can Find More Information .............................4
Incorporation Of Certain Documents By Reference..................5
Webster Financial ...............................................6
Webster Capital Trust ...........................................6
Ratios Of Earnings To Fixed Charges .............................7
Use Of Proceeds .................................................8
The Securities We May Offer .....................................8
Description Of Debt Securities .................................10
Description Of Common Stock ....................................36
Description Of Preferred Stock .................................39
Description Of Depositary Shares ...............................47
Description Of Warrants ........................................50
Description Of Trust Preferred Securities ......................51
Description Of Guarantees ......................................63
Description Of Purchase Contracts And Purchase Units ...........66
Plan Of Distribution ...........................................67
Legal Matters ..................................................69
Experts ........................................................69
<PAGE>
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes or incorporates by reference forward-looking
statements, including those identified by the words "may," "will,"
"anticipate," "estimate," "expect," or "intend" and similar expressions. These
forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that could cause the actual results to differ
materially from the statements, including:
o the effect of economic conditions;
o inability to realize expected cost savings in connection with
business combinations and other acquisitions;
o higher than expected costs related to integration of combined
or merged businesses;
o deposit attrition;
o adverse changes in interest rates;
o change in any applicable law, rule, regulation or practice
with respect to tax or accounting issues or otherwise; and
o adverse changes or conditions in capital or financial markets.
The forward-looking statements are made as of the date of this
prospectus. We undertake no obligation to publicly update or revise any
forward-looking statements, or to update the reasons why actual results could
differ from those projected in the forward-looking statements, whether as a
result of new information, future events or otherwise. In light of these
risks, uncertainties and assumptions, the forward-looking events discussed in
this prospectus or in the incorporated documents might not occur.
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
to provide you different information. You should not assume that the
information in this prospectus, any prospectus supplement, term sheet or in
any document incorporated by reference in this prospectus is correct as of any
date other than the date on the front of those documents. We are not making an
offer of the securities in any jurisdiction where the offer is not permitted.
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the SEC using a "shelf" registration process. Under this shelf process,
Webster Financial and/or Webster Capital Trust may, from time to time, sell
any combination of the securities described in this prospectus in one or more
offerings up to a total dollar amount of $200,000,000.
This prospectus does not contain all of the information included in the
registration statement. We have omitted parts of the registration statement as
permitted by the SEC's rules and regulations. For further information, we
refer you to the registration statement on Form S-3, which includes exhibits.
Statements contained in this prospectus about the provisions or contents of
any agreement or other document are not necessarily complete. If SEC rules and
regulations require that any agreement or document be filed as an exhibit to
the registration statement, you should refer to that agreement or document for
a complete description of these matters. You should not assume that the
information in this prospectus or any other document we incorporate by
reference to this prospectus is accurate as of any date other than the date on
the cover page of the document.
This prospectus provides you with a general description of the offered
securities. Each time we sell the offered securities, we will provide a
prospectus supplement or a term sheet that will contain specific information
about the terms of that offering. The prospectus supplement or term sheet may
also add, update or change any information contained in this prospectus. You
should read both this prospectus and any prospectus supplement or term sheet
together with the additional information described under the heading "Where
You Can Find More Information."
References in this prospectus to "Webster Financial," "we," "us" and
"our" are to Webster Financial Corporation. References to "Webster Capital
Trust" are to Webster Capital Trust III. In this prospectus, we refer to the
debt securities, common stock, preferred stock, depositary shares, purchase
contracts, purchase units, warrants and trust preferred securities
collectively as "offered securities."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms located at:
Citicorp Center
450 Fifth Avenue, N.W. 7 World Trade Center New 500 West Madison Street
Washington, DC 20549 York, NY 10048 Chicago, IL 60661
Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public on
the SEC's web site at http://www.sec.gov.
Webster Financial's common stock is quoted on The Nasdaq Stock Market's
National Market Tier under the symbol "WBST."
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means:
o we can disclose important information to you by referring you to those
documents;
o the information that we incorporate by reference is considered a part of
this prospectus; and
o the information we file later with the SEC will automatically update and
supersede this information.
This prospectus incorporates by reference the documents listed below that
we have filed with the SEC:
o Annual Report on Form 10-K for the year ended December 31, 1998;
o Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
o Current Report on Form 8-K, filed on February 25, 1999;
o Current Report on Form 8-K, filed on April 9, 1999; and
o Current Report on Form 8-K, filed on May 6, 1999.
There are no separate financial statements of Webster Capital Trust in
this prospectus. We do not believe these financial statements would be helpful
because:
o Webster Capital Trust is a wholly owned subsidiary of Webster
Financial, which files consolidated financial information under
the Securities Exchange Act.
o Webster Capital Trust does not have any independent operations
other than issuing the trust preferred securities and trust
common securities and purchasing the junior subordinated
debentures of Webster Financial.
o Webster Financial guarantees the trust preferred securities of
Webster Capital Trust as described in this prospectus.
We incorporate by reference these documents and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act until we sell all of the offered securities described in this
prospectus.
These documents are available without charge to you on the Internet at
http://www.websterbank.com or if you call or write to James M. Sitro, Vice
President, Webster Financial Corporation, Webster Plaza, Waterbury,
Connecticut 06702, (203) 578-2399.
<PAGE>
WEBSTER FINANCIAL
Webster Financial is a Delaware corporation and the holding company of
Webster Bank, our federal savings bank subsidiary. Some key information about
us includes:
o Both Webster Financial and Webster Bank are headquartered in
Waterbury, Connecticut. Webster Bank maintains a home page on the
Internet at http://www.websterbank.com.
o Deposits at Webster Bank are insured by the Federal Deposit
Insurance Corporation.
o Through Webster Bank, we currently serve customers from over 100
banking offices, three commercial banking centers and 180 automated
teller machines located in Hartford, New Haven, Fairfield,
Litchfield and Middlesex counties in Connecticut.
o Our mission is to help individuals, families and businesses achieve
their financial goals.
o We emphasize five business lines -- consumer banking, business
banking, mortgage banking, trust and investment services and
insurance services -- each supported by centralized administration
and operations.
o Through a number of recent acquisitions of other financial services
firms, including banks and thrifts, a trust company and an
insurance agency, we have established a leading position in the
banking and trust and investment services markets in Connecticut.
Our principal executive office is located at Webster Plaza, Waterbury,
Connecticut 06702, and our telephone number is (203) 753-2921. Information
contained on our web site is not, and should not be deemed to be, a part of
this prospectus.
WEBSTER CAPITAL TRUST
We created Webster Capital Trust III, a Delaware business trust, pursuant
to a trust agreement. We will file an amended and restated trust agreement for
Webster Capital Trust, referred to in this prospectus as the "trust
agreement," which will state the terms and conditions for Webster Capital
Trust to issue and sell its trust preferred securities and trust common
securities. We have filed a form of trust agreement as an exhibit to the
registration statement of which this prospectus forms a part.
Webster Capital Trust will exist solely to:
o issue and sell its trust preferred securities and trust common
securities;
o use the proceeds from the sale of its trust preferred securities and
trust common securities to purchase a series of Webster Financial's
junior subordinated debentures;
o maintain its status as a grantor trust for United States federal income
tax purposes; and
o engage in other activities that are necessary or incidental to the
above purposes.
Webster Financial will purchase all of the trust common securities of
Webster Capital Trust. The trust common securities will represent an aggregate
liquidation amount equal to at least 3% of Webster Capital Trust's total
capitalization. The trust preferred securities will represent the remaining
97% of Webster Capital Trust's total capitalization. The trust common
securities will have terms substantially identical to, and will rank equal in
priority of payment with, the trust preferred securities. However, if Webster
Financial defaults on the related junior subordinated debentures, then cash
distributions and liquidation, redemption and other amounts payable on the
trust common securities will be subordinate to the trust preferred securities
in priority of payment.
The trust preferred securities will be guaranteed by us as described in
this prospectus.
We have appointed four trustees to conduct Webster Capital Trust's
business and affairs:
o The Bank of New York, as property trustee;
o The Bank of New York (Delaware), as Delaware trustee; and
o Two of our officers, as administrative trustees.
Only we, as owner of the trust common securities, can remove or replace
the trustees. In addition, we can increase or decrease the number of trustees.
We will pay all fees and expenses related to Webster Capital Trust and
the offering of the trust preferred securities. We will also pay all ongoing
costs and expenses of Webster Capital Trust, except Webster Capital Trust's
obligations under the trust preferred securities and trust common securities.
Webster Capital Trust will not have separate financial statements. The
financial statements would not be material to holders of the trust preferred
securities because Webster Capital Trust will not have any independent
operations. Webster Capital Trust exists solely for the reasons summarized
above.
RATIOS OF EARNINGS TO FIXED CHARGES
Our historical ratios of earnings to fixed charges for the fiscal years
indicated are set forth in the table below. Currently, we have no shares of
preferred stock outstanding and we have not paid any dividends on preferred
stock since 1996. The amount of dividends we paid on our preferred stock from
1994 to 1996 was not material. Therefore, the ratio of earnings to combined
fixed charges and preferred stock dividends is not materially different from
the ratio of earnings to fixed charges. The ratio of earnings to fixed charges
is computed by dividing (1) income from continuing operations before income
taxes and fixed charges by (2) total fixed charges. For purposes of computing
these ratios:
o Earnings consist of income before income taxes plus fixed charges;
o Fixed charges, excluding interest on deposits, include interest expense
(other than on deposits) and the estimated portion of rental expense
attributable to interest, net of income from subleases;
o Fixed charges, including interest on deposits, include all interest
expense and the estimated portion of rental expense attributable to
interest, net of income from subleases; and
o Pre-tax earnings required for preferred stock dividends were computed
using tax rates for the applicable year.
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Three Months
Ended
Year Ended December 31, March 31,
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1994 1995 1996 1997 1998 1999
Ratio of Earnings to Fixed Charges:
Excluding Interest on Deposits...........2.47 2.25 2.40 1.61 1.72 1.95
Including Interest on Deposits... .......1.25 1.25 1.30 1.21 1.31 1.40
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USE OF PROCEEDS
Unless otherwise indicated in an accompanying prospectus supplement or a
term sheet, we expect to use the net proceeds from the sale of offered
securities for general corporate purposes, including:
o refinancing, reduction or repayment of debt;
o investments in Webster Bank to serve as regulatory capital;
o financing of possible acquisitions;
o expansion of the business; and
o investments at the holding company level.
Webster Capital Trust will use all proceeds from the sale of the trust
common and trust preferred securities to purchase junior subordinated
debentures of Webster Financial.
The prospectus supplement with respect to an offering of offered
securities may identify different or additional uses for the proceeds of that
offering.
Pending the application of the net proceeds, we expect to temporarily
invest the proceeds from the sale of offered securities in short-term
obligations.
THE SECURITIES WE MAY OFFER
The descriptions of the securities contained in this prospectus, together
with the applicable prospectus supplements or term sheets, summarize all the
material terms and provisions of the various types of securities that we may
offer. The particular terms of the offered securities offered by any
prospectus supplement or term sheet will be described in that prospectus
supplement or term sheet. If indicated in the applicable prospectus supplement
or term sheet, the terms of the offered securities may differ from the terms
summarized below. The prospectus supplement or term sheet will also contain
information, where applicable, about material U.S. federal income tax
considerations relating to the offered securities, and the securities
exchange, if any, on which the offered securities will be listed.
We may offer and sell from time to time, in one or more offerings:
o debt securities;
o common stock;
o preferred stock;
o depositary shares;
o purchase contracts;
o purchase units; and/or
o warrants exercisable for debt securities, common stock or preferred
stock.
Webster Capital Trust may offer and sell from time to time its trust
preferred securities guaranteed by us.
The total dollar amount of all offered securities that we may issue under
this prospectus will not exceed $200,000,000.
If we issue debt securities at a discount from their original stated
principal amount, then, for purposes of calculating the total dollar amount of
all offered securities issued under this prospectus, we will treat the initial
offering price of the debt securities as the total original principal amount
of the debt securities.
For more information, please refer to (1) the senior indenture between
Webster Financial and __________, as senior trustee, relating to the issuance
of each series of senior debt securities, (2) the senior subordinated
indenture between Webster Financial and __________, as senior subordinated
trustee relating to the issuance of each series of senior subordinated debt
securities, (3) the junior subordinated debenture indenture between Webster
Financial and __________, as junior subordinated debenture trustee, relating
to the issuance of each series of junior subordinated debentures, (4) the
certificate of designation relating to the issuance of each series of
preferred stock, (5) the trust agreement, and (6) Webster Financial's
guarantee of the trust preferred securities issued by Webster Capital Trust.
Forms of these documents are filed as exhibits to the registration statement,
which includes this prospectus, or filed by a Current Report on Form 8-K.
Capitalized terms used in this prospectus that are not defined will have the
meanings given them in these documents.
DESCRIPTION OF DEBT SECURITIES
Description of Senior Debt Securities and Senior Subordinated Debt Securities
General
We may issue either senior debt securities or senior subordinated debt
securities, which will be unsecured, direct, general obligations of Webster
Financial. We may also issue junior subordinated debentures, which are
described below under "--Description of Junior Subordinated Debentures."
The senior debt securities will rank equally with all our other unsecured
and unsubordinated debt. The senior subordinated debt securities will be
subordinate and junior in priority of payment to senior debt securities of
Webster Financial, as described below under "--Senior Subordinated Debt
Securities" and in the prospectus supplement or term sheet applicable to any
senior subordinated debt securities that we may offer. For purposes of the
descriptions under the heading "--Description of Senior Debt Securities and
Senior Subordinated Debt Securities," we may refer to the senior debt
securities and the senior subordinated debt securities collectively as the
"debt securities."
We will issue senior debt securities under a senior debt indenture and
senior subordinated debt securities under a separate senior subordinated debt
indenture. Provisions relating to the issuance of debt securities may also be
set forth in a supplemental indenture to either of the indentures. For
purposes of the descriptions under the heading "--Description of Senior Debt
Securities and Senior Subordinated Debt Securities," we may refer to the
senior debt indenture and the senior subordinated debt indenture and any
related supplemental indentures, as "an indenture" or, collectively, as "the
indentures." The indentures will be qualified under and governed by the Trust
Indenture Act of 1939.
Each indenture will be between Webster Financial and a trustee that meets
the requirements of the Trust Indenture Act. We expect that each indenture
will provide that there may be more than one trustee under that indenture,
each with respect to one or more series of debt securities. Any trustee under
an indenture may resign or be removed with respect to one or more series of
debt securities and, in that event, we may appoint a successor trustee. Except
as otherwise provided in the indenture or supplemental indenture, any action
permitted to be taken by a trustee may be taken by that trustee only with
respect to the one or more series of debt securities for which it is trustee
under the applicable indenture.
The descriptions under the heading "--Description of Senior Debt
Securities and Senior Subordinated Debt Securities" relating to the debt
securities and the indentures are summaries of their provisions. The summaries
are not complete and are qualified in their entirety by reference to the
actual indentures and debt securities and the further descriptions in the
applicable prospectus supplement or term sheet. A form of the senior debt
indenture and a form of the senior subordinated debt indenture under which we
may issue our senior debt securities and senior subordinated debt securities,
respectively, have been filed as exhibits to the registration statement, which
includes this prospectus. Whenever we refer in this prospectus or in any
prospectus supplement or term sheet to particular sections or defined terms of
an indenture, those sections or defined terms are incorporated by reference in
this prospectus or in the prospectus supplement or term sheet, as applicable.
You should read the indentures for provisions that may be important to you.
The forms of the indentures can be examined at the locations listed above
under the heading "Where You Can Find More Information."
The terms and conditions described under this heading are terms and
conditions that apply generally to the debt securities. The particular terms
of any series of debt securities will be summarized in the applicable
prospectus supplement. Those terms may differ from the terms summarized below.
Except as set forth in the applicable indenture or in a supplemental
indenture and described in an applicable prospectus supplement or term sheet,
the indentures do not limit the amount of debt securities we may issue under
the indentures. We are not required to issue all of the debt securities of one
series at the same time and, unless otherwise provided in the applicable
indenture or supplemental indenture and described in the applicable prospectus
supplement or term sheet, we may reopen a series and issue additional debt
securities under that series without the consent of the holders of the
outstanding debt securities of that series.
Terms of Debt Securities to be Included in the Prospectus Supplement or
Term Sheet
The prospectus supplement or term sheet relating to any series of debt
securities that we may offer will set forth the price or prices at which the
debt securities will be offered, and will contain the specific terms of the
debt securities of that series. These terms may include, without limitation,
the following:
(1) the title of the debt securities and whether they are senior debt
securities or senior subordinated debt securities;
(2) the amount of debt securities issued and any limit on the amount that
may be issued;
(3) the percentage of the principal amount at which the debt securities
will be issued;
(4) if other than the principal amount of those debt securities, the
portion of the principal amount payable upon declaration of
acceleration of the maturity of those debt securities;
(5) the maturity date or dates, or the method for determining the
maturity date or dates, on which the principal of the debt securities
will be payable;
(6) the rate or rates, which may be fixed or variable, or the method of
determining the rate or rates at which the debt securities will bear
interest;
(7) the date or dates from which any interest will accrue and the date or
dates on which any interest will be payable;
(8) the place or places where payments will be payable, where the debt
securities may be surrendered for registration of transfer or
exchange and where notices or demands to or upon us may be served;
(9) the period or periods within which, the price or prices at which and
the other terms and conditions upon which the debt securities may be
redeemed, in whole or in part, at our option, if we are to have such
an option;
(10) our obligation, if any, to redeem, repay or purchase the debt
securities pursuant to any sinking fund or analogous provision or at
the option of a holder of the debt securities, and the period or
periods within which, or the date and dates on which, the price or
prices at which and the other terms and conditions upon which the
debt securities will be redeemed, repaid or purchased, in whole or in
part, pursuant to that obligation;
(11) the currency or currencies in which the debt securities are
denominated and payable, which may be a foreign currency or units of
two or more foreign currencies or a composite currency or currencies,
and the related terms and conditions;
(12) whether the amount of payments of principal of and premium, if any,
or interest, if any, on the debt securities may be determined with
reference to an index, formula or other method, which index, formula
or method may, but need not be, based on a currency, currencies,
currency unit or units or composite currency or currencies, and the
manner in which the amounts are to be determined;
(13) any additions to, modifications of or deletions from the terms of
the debt securities with respect to events of default, amendments,
merger, consolidation and sale or covenants set forth in the
applicable indenture;
(14) whether the debt securities will be issued in certificated or
book-entry form;
(15) whether the debt securities will be in registered or bearer form or
both and, if in registered form, their denominations, if other than
$1,000 and any integral multiple thereof, and, if in bearer form,
their denominations, if other than $5,000, and the related terms and
conditions;
(16) if the debt securities will be issuable only in global form, the
depository or its nominee with respect to the debt securities and the
circumstances under which the global security may be registered for
transfer or exchange in the name of a person other than the
depository or its nominee;
(17) the applicability, if any, of the defeasance and covenant defeasance
provisions of the indenture and any additional or different terms on
which the series of debt securities may be defeased;
(18) whether and the extent to which the debt securities will be
guaranteed, any guarantors and the form of any guarantee;
(19) in the case of senior subordinated debt securities, whether the debt
securities can be converted into or exchanged for other securities of
Webster Financial and the related terms and conditions;
(20) whether the debt securities will be sold as part of units consisting
of debt securities and other securities;
(21) if the debt securities are to be issued upon the exercise of
warrants, the time, manner and place for the debt securities to be
authenticated and delivered; and
(22) any other terms of the debt securities.
We may offer and sell our debt securities at a substantial discount below
their stated principal amount. These debt securities may be original issue
discount securities, which means that less than the entire principal amount of
the original issue discount securities will be payable upon declaration of
acceleration of their maturity. Special federal income tax, accounting and
other considerations applicable to original issue discount securities will be
described in the applicable prospectus supplement or term sheet.
We may issue debt securities with a fixed interest rate or a floating
interest rate. Any material federal income tax considerations applicable to
any discounted debt securities or to debt securities issued at par that are
treated as having been issued at a discount for federal income tax purposes
will be described in the applicable prospectus supplement or term sheet.
Except as set forth in the applicable indenture or in a supplemental
indenture, the applicable indenture will not contain any provisions that would
limit our ability to incur indebtedness or that would afford holders of debt
securities protection in the event of a highly leveraged or similar
transaction involving Webster Financial. The applicable indenture may contain
provisions that would afford debt security holders protection in the event of
a change of control. You should refer to the applicable prospectus supplement
or term sheet for information with respect to any deletions from,
modifications of or additions to the events of default or covenants of Webster
Financial that are described below, including any addition of a covenant or
other provision providing event risk or similar protection.
For purposes of the descriptions under the heading "-Description of
Senior Debt Securities and Senior Subordinated Debt Securities,"
o "subsidiary" means a corporation or a partnership a majority of the
outstanding voting stock or partnership interests, as the case may
be, of which is owned or controlled, directly or indirectly, by
Webster Financial or by one or more other subsidiaries of Webster
Financial. For the purposes of this definition, "voting stock" means
stock having voting power for the election of directors, or trustees,
as the case may be, whether at all times or only so long as no senior
class of stock has voting power by reason of any contingency; and
o "significant subsidiary" means any subsidiary of Webster Financial
that is a "significant subsidiary," within the meaning of Regulation
S-X promulgated by the SEC under the Securities Act.
Ranking
Senior Debt Securities
Payment of the principal of and premium, if any, and interest on debt
securities we issue under the senior debt indenture will rank equally with all
of our unsecured and unsubordinated debt.
Subordination of Senior Subordinated Debt Securities
To the extent provided in the senior subordinated debt indenture and any
supplemental indenture, the payment of the principal of and premium, if any,
and interest on any senior subordinated debt securities, including amounts
payable on any redemption or repurchase, will be subordinated in right of
payment and junior to senior debt, which is defined below. Even though payment
in connection with any distribution to creditors in a liquidation or
dissolution of Webster Financial or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding relating to Webster Financial
on senior debt must be made before payment on any senior subordinated debt
securities, our obligation to make payment of the principal, and premium, if
any, and interest on those senior subordinated debt securities will not
otherwise be affected. If there is a distribution to creditors of Webster
Financial in a liquidation or dissolution, or in a bankruptcy, reorganization,
insolvency, receivership or similar proceeding, the holders of senior debt
will first be entitled to receive payment in full of all amounts due on the
senior debt before any payments may be made on the senior subordinated debt
securities. Because of this subordination, specific general creditors of
Webster Financial may recover more, ratably, than holders of senior
subordinated debt securities in the event of a distribution of assets upon
insolvency.
The supplemental indenture will set forth the terms and conditions under
which, if any, we will not be permitted to pay principal, premium, if any, or
interest on the related senior subordinated debt securities upon the
occurrence of an event of default or other circumstances arising under or with
respect to senior debt. After all senior debt is paid in full and until the
senior subordinated debt securities are paid in full, holders of senior
subordinated debt securities will succeed to the right of holders of senior
debt if distributions otherwise payable to holders of senior subordinated debt
securities have been applied to the payment of senior debt.
"Senior debt" means the principal of, and premium, if any, and interest,
including interest accruing after the commencement of any bankruptcy
proceeding relating to Webster Financial, on, or substantially similar
payments we will make in respect of the following categories of debt, whether
that debt is outstanding at the date of execution of the applicable indenture
or thereafter incurred, created or assumed:
(1) "existing senior debt," which means indebtedness of Webster Financial
in the amount of $40,000,000 evidenced by the 8 3/4% senior notes due
2000 issued under an indenture, as of June 15, 1993, between Webster
Financial and Chemical Bank, now known as The Chase Manhattan Bank,
as trustee;
(2) other indebtedness of Webster Financial evidenced by notes,
debentures, or bonds or other securities issued under the provisions
of an indenture, fiscal agency agreement or other agreement,
including the senior debt securities that may be offered by means of
this prospectus and one or more prospectus supplements or term
sheets;
(3) indebtedness of Webster Financial for money borrowed or represented
by purchase-money obligations, as defined below;
(4) our obligations as lessee under leases of property either made as
part of a sale and leaseback transaction to which we are a party or
otherwise;
(5) indebtedness, obligations and liabilities of others in respect of
which we are liable contingently or otherwise to pay or advance money
or property or as guarantor, endorser or otherwise or which we have
agreed to purchase or otherwise acquire;
(6) reimbursement and other obligations relating to letters of credit,
bankers' acceptances and similar obligations;
(7) obligations under various hedging arrangements and agreements,
including interest rate and currency hedging agreements;
(8) all our obligations issued or assumed as the deferred purchase price
of property or services, but excluding trade accounts payable and
accrued liabilities arising in the ordinary course of business; and
(9) deferrals, renewals or extensions of any of the indebtedness or
obligations described in clauses (1) through (8) above.
However, clauses (1) through (8) above exclude:
o any indebtedness, obligation or liability referred to in clauses (1)
through (9) above as to which, in the instrument creating or
evidencing that indebtedness, obligation or liability, it is
expressly provided that the indebtedness, obligation or liability is
not senior in right of payment to the senior subordinated debt
securities or ranks equally with the senior subordinated debt
securities;
o any indebtedness, obligation or liability which is subordinated to
indebtedness of Webster Financial to substantially the same extent as
or to a greater extent than the senior subordinated debt securities
are subordinated; and
o the senior subordinated debt securities.
As used above, the term "purchase money obligations" means indebtedness,
obligations or guarantees evidenced by a note, debenture, bond or other
instrument, whether or not secured by a lien or other security interest, and
any deferred obligation for the payment of the purchase price of property but
excluding indebtedness or obligations for which recourse is limited to the
property purchased, issued or assumed as all or a part of the consideration
for the acquisition of property or services, whether by purchase, merger,
consolidation or otherwise, but does not include any trade accounts payable.
There will not be any restrictions in an indenture relating to senior
subordinated debt securities upon the creation of additional senior debt.
The applicable prospectus supplement or term sheet may further describe
the provisions, if any, applicable to the subordination of the senior
subordinated debt securities of a particular series. The applicable prospectus
supplement or term sheet or the information incorporated by reference in the
applicable prospectus supplement or term sheet or in this prospectus will
describe as of a recent date the approximate amount of our senior debt
outstanding as to which the senior subordinated debt securities of that series
will be subordinated.
In addition, the senior subordinated debt securities will be structurally
subordinated to all indebtedness and other liabilities of Webster Financial's
subsidiaries, as any right of Webster Financial to receive any assets of its
subsidiaries upon their liquidation or reorganizations, and the consequent
right of the holders of the senior subordinated debt securities to participate
in those assets, will be effectively subordinated to the claims of that
subsidiary's creditors. If Webster Financial itself is recognized as a
creditor of that subsidiary, the claims of Webster Financial would still be
subordinate to any security interest in the assets of that subsidiary and any
indebtedness of that subsidiary senior to that held by Webster Financial.
CONVERSION OR EXCHANGE OF DEBT SECURITIES
The applicable prospectus supplement or term sheet will set forth the
terms, if any, on which a series of debt securities may be converted into or
exchanged for our other securities. These terms will include whether
conversion or exchange is mandatory, or is at our option or at the option of
the holder. We will also describe in the applicable prospectus supplement or
term sheet how it will calculate the number of securities that holders of debt
securities would receive if they were to convert or exchange their debt
securities, the conversion price and other terms related to conversion and any
anti-dilution protections.
REDEMPTION OF SECURITIES
We may redeem the debt securities at any time, in whole or in part, at
the prescribed redemption price, at the times and on the terms described in
the applicable prospectus supplement or term sheet.
From and after notice has been given as provided in the indentures, if we
have made available funds for the redemption of any debt securities called for
redemption on the applicable redemption date, the debt securities will cease
to bear interest on the date fixed for the redemption specified in the notice,
and the only right of the holders of the debt securities will be to receive
payment of the redemption price.
Notice of any optional redemption by us of any debt securities is
required to be given to holders at their addresses, as shown in the security
register, not more than 60 nor less than 30 days before the date fixed for
redemption. The notice of redemption will be required to specify, among other
items, the redemption price and the principal amount of the debt securities
held by the holder to be redeemed.
If we elect to redeem debt securities, we will be required to notify the
trustee at least 45 days before the redemption date, or a shorter period as is
satisfactory to the trustee, of the aggregate principal amount of debt
securities to be redeemed and the redemption date. If fewer than all the debt
securities are to be redeemed, the trustee is required to select the debt
securities to be redeemed equally, by lot or in a manner as it deems fair and
appropriate.
DENOMINATION, INTEREST, REGISTRATION AND TRANSFER
Unless otherwise specified in the applicable prospectus supplement or
term sheet, we will issue the debt securities in denominations of $1,000 and
integral multiples of those $1,000 denominations if in registered form. If in
bearer form, we will issue the debt securities in denominations of $5,000.
Unless otherwise specified in the applicable prospectus supplement or
term sheet, we will pay the principal of, and applicable premium, if any, and
interest on any series of debt securities at the corporate trust office of the
trustee, the address of which will be stated in the applicable prospectus
supplement or term sheet. At our option, we may pay interest by check mailed
to the address of the person entitled to the interest payment as it appears in
the register for the applicable debt securities or by wire transfer of funds
to that person at an account maintained within the United States.
Any defaulted interest, which means interest not punctually paid or duly
provided for on any interest payment date with respect to a debt security,
will immediately cease to be payable to the holder on the applicable regular
record date. We may pay defaulted interest either to the person in whose name
the debt security is registered at the close of business on a special record
date for the payment of the defaulted interest to be fixed by the trustee,
notice of which is to be given to the holder of the debt security not less
than ten days before the special record date, or at any time in any other
lawful manner, all as more completely described in the applicable indenture or
supplemental indenture.
Subject to limitations imposed upon debt securities issued in book-entry
form, the holder may exchange debt securities of any series for other debt
securities of the same series and of a like aggregate principal amount and
tenor of different authorized denominations upon surrender of the debt
securities at the corporate trust office of the applicable trustee. In
addition, subject to limitations imposed upon debt securities issued in
book-entry form, the holder may surrender debt securities of any series for
registration of transfer or exchange at the corporate trust office of the
applicable trustee. Every debt security surrendered for registration of
transfer or exchange must be duly endorsed or accompanied by a written
instrument of transfer. No service charge will be imposed for any registration
of transfer or exchange of any debt securities, but we may require payment of
a sum sufficient to cover any tax or other governmental charge payable in
connection with any registration of transfer or exchange of any debt
securities. If the applicable prospectus supplement or term sheet refers to
any transfer agent, in addition to the applicable trustee, initially
designated by us with respect to any series of debt securities, we may at any
time rescind the designation of that transfer agent or approve a change in the
location through which any transfer agent acts, except that we will be
required to maintain a transfer agent in each place of payment for that
series. We may at any time designate additional transfer agents with respect
to any series of debt securities.
If we redeem the debt securities of any series, neither we nor any
trustee will be required to:
(1) issue, register the transfer of, or exchange debt securities of any
series during a period beginning at the opening of business 15 days
before any selection of debt securities of that series to be redeemed
and ending at the close of business on the day of mailing of the
relevant notice of redemption;
(2) register the transfer of, or exchange any debt security, or portion
of any debt security, called for redemption, except the unredeemed
portion of any debt security being redeemed in part; or
(3) issue, register the transfer of, or exchange any debt security that
has been surrendered for repayment at the option of the holder,
except the portion, if any, of the debt security not to be repaid.
GLOBAL SECURITIES
We may issue the debt securities of a series in whole or in part in the
form of one or more global securities to be deposited with, or on behalf of, a
depository or with a nominee for a depository identified in the applicable
prospectus supplement or term sheet relating to that series. We may issue
global securities in either registered or bearer form and in either temporary
or permanent form. The specific terms of the depository arrangement with
respect to a series of debt securities will be described in the prospectus
supplement or term sheet relating to that series.
MERGER, CONSOLIDATION OR SALE OF ASSETS
We will not be permitted to consolidate with or merge into any other
entity, or sell, lease, transfer or convey all or substantially all, either in
one transaction or a series of transactions, of our properties and assets to
any other entity and no other entity will consolidate with or merge into us,
or sell, lease, transfer or convey all or substantially all of its properties
and assets to us unless:
(1) either
o Webster Financial is the continuing entity, or
o the successor entity, if other than Webster Financial, formed by or
resulting from any consolidation or merger, or which has received
the transfer of Webster Financial's assets, expressly assumes
payment of the principal of, and premium, if any, and interest on
all of the outstanding debt securities and the due and punctual
performance and observance of all of the covenants and conditions
contained in the indentures;
(2) immediately after giving effect to the transaction and treating any
indebtedness that becomes an obligation of Webster Financial or any
subsidiary as a result of that transaction as having been incurred by
Webster Financial or a subsidiary at the time of the transaction, no
event of default under the indentures or supplemental indentures, and
no event which, after notice or the lapse of time, or both, would
become an event of default, will have occurred and be continuing; and
(3) an officer's certificate and legal opinion relating to the conditions
described in (1) and (2) above is delivered to each trustee.
SELECTED COVENANTS
Existence
Except as described above under "--Merger, Consolidation or Sale of
Assets," we will be required to do or cause to be done all things necessary to
preserve and keep in full force and effect our existence, rights under our
certificate of incorporation and by-laws and any applicable statute, and
franchises, but we will not be required to preserve any right or franchise if
we determine that our preservation is no longer desirable in the conduct of
our business and that its loss is not disadvantageous in any material respect
to the holders of the debt securities.
Maintenance of Properties
We will be required to, and will be required to cause each of our
subsidiaries to, keep all of our and our subsidiaries' properties that are
used or useful in the conduct of our business or the business of any
subsidiary to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment. We will also cause all
necessary repairs, renewals, replacements, and improvements of those
properties to be made, all as in our judgment may be necessary for the conduct
of the business.
Payment of Taxes and Other Claims
We will be required to pay or discharge, or cause to be paid or
discharged, before the same become delinquent:
(1) all material taxes, assessments and governmental charges levied or
imposed upon us or any subsidiary or upon the income, profits or
property of Webster Financial or any subsidiary; and
(2) all material lawful claims for labor, materials and supplies that, if
unpaid, might by law become a lien upon the property of Webster
Financial or any subsidiary;
but we will not be required to pay or discharge, or cause to be paid or
discharged, any tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith in appropriate proceedings.
Additional Covenants and/or Modifications to the Covenants Described Above
Any additional covenants of Webster Financial and/or modifications to the
covenants described above with respect to any series of debt securities,
including any covenants relating to limitations on incurrence of indebtedness
or other financial covenants, will be set forth in the applicable indenture or
supplemental indenture and described in the prospectus supplement or term
sheet relating to that series of debt securities.
Events of Default, Notice and Waiver
Events of Default
The events of default with respect to any series of debt securities
issued under it, subject to any modifications or deletions provided in any
supplemental indenture with respect to any specific series of debt securities,
include the following events:
(1) failure to pay any installment of interest or any additional amounts
payable on any debt security of the series for 30 days;
(2) failure to pay principal of, or premium, if any, on, any debt
security of the series when due, whether at maturity, upon
redemption, by declaration or acceleration of maturity or otherwise;
(3) default in making any sinking fund payment when due, for any debt
security of the series;
(4) default in the performance or breach of any other covenant or
warranty of Webster Financial contained in the applicable indenture,
other than a covenant added to the indenture solely for the benefit
of any other series of debt securities issued under that indenture,
continued for 60 days after written notice as provided in the
applicable indenture;
(5) default in the payment of an aggregate principal amount exceeding
$25,000,000 of any indebtedness of Webster Financial or any mortgage,
indenture or other instrument under which the indebtedness is issued
or by which the indebtedness is secured, such default having occurred
after the expiration of any applicable grace period and having
resulted in the acceleration of the maturity of the indebtedness, but
only if the indebtedness is not discharged or the acceleration is not
rescinded or annulled within 30 days after written notice as provided
in the applicable indenture;
(6) specific events of bankruptcy, insolvency or reorganization, or court
appointment of a receiver, liquidator or trustee of Webster Financial
or any significant subsidiary or either of their property;
(7) if any guarantee of a debt security by a guarantor ceases to be, or
Webster Financial or the guarantor asserts in writing that the
guarantee is not, in full force and effect or enforceable in
accordance with its terms; and
(8) any other event of default provided with respect to a particular
series of debt securities.
If an event of default under any indenture with respect to debt
securities of any series at the time outstanding occurs and is continuing,
then in every case other than in the case described in clause (6) above, in
which case acceleration will be automatic, the applicable trustee or the
holders of not less than 25% of the principal amount of the outstanding debt
securities of that series will have the right to declare the principal amount,
or, if the debt securities of that series are original issue discount
securities or indexed securities, the portion of the principal amount as may
be specified in the terms of that series, of all the debt securities of that
series to be due and payable immediately by written notice to us, and to the
applicable trustee if given by the holders. At any time after a declaration of
acceleration has been made with respect to debt securities of a series, or of
all debt securities then outstanding under any indenture, as the case may be,
but before a judgment or decree for payment of the money due has been obtained
by the applicable trustee, however, the holders of not less than a majority in
principal amount of the outstanding debt securities of that series, or of all
debt securities then outstanding under the applicable indenture, as the case
may be, may annul the declaration of acceleration and waive any default in
respect of those debt securities if:
o we have deposited with the applicable trustee all required payments
due otherwise than by acceleration of the principal of, and premium,
if any, and interest on the debt securities of that series, or of all
debt securities then outstanding under the applicable indenture, as
the case may be, plus specified fees, expenses, disbursements and
advances of the applicable trustee; and
o all events of default, other than the non-payment of all or a
specified portion of the accelerated principal, with respect to debt
securities of that series, or of all debt securities then outstanding
under the applicable indenture, as the case may be, have been cured
or waived as provided in the applicable indenture.
Waiver
Each indenture also will provide that the holders of not less than a
majority in principal amount of the outstanding debt securities of any series,
or of all debt securities then outstanding under the applicable indenture, as
the case may be, may waive any past default with respect to that series and
its consequences, except a default:
(1) in the payment of the principal of, or premium, if any, or interest
on any debt security of that series; or
(2) in respect of a covenant or provision contained in the applicable
indenture that cannot be modified or amended without the consent of
each affected holder of an outstanding debt security.
Notice
Each trustee will be required to give notice to the holders of the
applicable debt securities within 90 days of a default under the applicable
indenture unless the default has been cured or waived; but the trustee may
withhold notice of any default, except a default in the payment of the
principal of, or premium, if any, or interest on the debt securities or in the
payment of any sinking fund installment in respect of the debt securities, if
specified responsible officers of the trustee consider the withholding to be
in the interest of the holders.
The holders of debt securities of any series may not institute any
proceedings, judicial or otherwise, with respect to the indentures or for any
remedy under the indentures, except in the cases of failure of the applicable
trustee, for 60 days, to act after the trustee has received a written request
to institute proceedings in respect of an event of default from the holders of
not less than 25% in principal amount of the outstanding debt securities of
that series, as well as an offer of indemnity reasonably satisfactory to the
trustee. However, any holder of debt securities is not prohibited from
instituting suit for the enforcement of payment of the principal of, and
premium, if any, and interest on the debt securities at their respective due
dates.
Subject to the trustee's duties in case of default, no trustee will be
under any obligation to exercise any of its rights or powers under an
indenture at the request or direction of any holders of any series of debt
securities then outstanding under that indenture, unless the holders offer to
the trustee reasonable security or indemnity. The holders of not less than a
majority in principal amount of the outstanding debt securities of any series,
or of all debt securities then outstanding under an indenture, as the case may
be, will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the applicable trustee, or of
exercising any trust or power conferred upon the trustee. A trustee may
refuse, however, to follow any direction that is in conflict with any law or
the applicable indenture that may involve the trustee in personal liability or
may be unduly prejudicial to the holders of debt securities of that series not
joining in the direction.
Within 180 days after the end of each fiscal year, we will be required to
deliver to each trustee a certificate, signed by one of several specified
officers, stating whether or not that officer has knowledge of any default
under the applicable indenture and, if so, specifying each default and the
nature and status of the default.
Modification of the Indentures
Except as otherwise specifically provided in the indenture, modifications
and amendments of an indenture generally will be permitted to be made only
with the consent of the holders of not less than a majority in principal
amount of all outstanding debt securities issued under that indenture that are
affected by the modification or amendment. In any case, however, no
modification or amendment may, without the consent of the holder of each debt
security affected by the modification or amendment:
(1) extend the stated maturity of the principal of, or any installment of
interest or any additional amounts, or the premium, if any, on, any
debt security;
(2) reduce the principal amount of, or the rate or amount of interest on,
or change the manner of calculating the rate, or any premium payable
on redemption of, any debt security, or reduce the amount of
principal of an original issue discount security that would be due
and payable upon declaration of acceleration of its maturity or would
be provable in bankruptcy, or adversely affect any right of repayment
of the holder of any debt security;
(3) extend the time of payment of interest on any debt security or any
additional amounts;
(4) change any of the conversion, exchange or redemption provisions of
any debt security;
(5) change the place of payment, or the coin or currency for payment, of
principal, or premium, if any, including any amount in respect of
original issue discount or interest on any debt security;
(6) impair the right to institute suit for the enforcement of any payment
on or with respect to any debt security or for the conversion or
exchange of any debt security in accordance with its terms;
(7) release any guarantors from their guarantees of the debt securities,
or, except as contemplated in any supplemental indenture, make any
change in a guarantee of a debt security that would adversely affect
the interests of the holders of those debt securities;
(8) in the case of subordinated debt securities, modify the ranking or
priority of the securities;
(9) reduce the percentage of outstanding debt securities of any series
necessary to modify or amend the applicable indenture, to waive
compliance with specific provisions of or certain defaults and
consequences under the applicable indenture, or to reduce the quorum
or voting requirements set forth in the applicable indenture; or
(10) modify any of the foregoing provisions or any of the provisions
relating to the waiver of specific past defaults or specific
covenants, except to increase the required percentage to effect that
action or to provide that specific other provisions may not be
modified or waived without the consent of the holder of that debt
security.
The holders of not less than a majority in principal amount of the
outstanding debt securities of each series affected by the modification or
amendment will have the right to waive compliance by Webster Financial with
specific covenants in the indenture.
Webster Financial and the respective trustee may modify and amend an
indenture without the consent of any holder of debt securities for any of the
following purposes:
(1) to evidence the succession of another person to Webster Financial as
obligor under the indenture or to evidence the addition or release of
any guarantor in accordance with the indenture or any supplemental
indenture;
(2) to add to the covenants of Webster Financial for the benefit of the
holders of all or any series of debt securities or to surrender any
right or power conferred upon Webster Financial in the indenture;
(3) to add events of default for the benefit of the holders of all or any
series of debt securities;
(4) to add or change any provisions of the indenture to facilitate the
issuance of, or to liberalize specific terms of, debt securities in
bearer form, or to permit or facilitate the issuance of debt
securities in uncertificated form, provided that the action will not
adversely affect the interests of the holders of the debt securities
of any series in any material respect;
(5) to change or eliminate any provisions of an indenture, if the change
or elimination becomes effective only when there are no debt
securities outstanding of any series created prior to the change or
elimination that are entitled to the benefit of the changed or
eliminated provision;
(6) to secure the debt securities;
(7) to establish the form or terms of debt securities of any series and
any related coupons;
(8) to provide for the acceptance of appointment by a successor trustee
or facilitate the administration of the trusts under an indenture by
more than one trustee;
(9) to cure any ambiguity or correct any inconsistency in an indenture
provided that the cure or correction does not adversely affect the
holders of the debt securities;
(10) to supplement any of the provisions of an indenture to the extent
necessary to permit or facilitate defeasance and discharge of any
series of debt securities, provided that the supplement does not
adversely affect the interests of the holders of the debt securities
of any series in any material respect;
(11) to make provisions with respect to the conversion or exchange terms
and conditions applicable to the debt securities of any series;
(12) to add to, delete from or revise the conditions, limitations or
restrictions on issue, authentication and delivery of debt
securities; or
(13) to make any change that does not adversely affect the legal rights
under an indenture of any holder of debt securities of any series
issued under that indenture.
In determining whether the holders of the requisite principal amount of
outstanding debt securities of a series have given any request, demand,
authorization, direction, notice, consent or waiver under the indenture or
whether a quorum is present at a meeting of holders of debt securities:
(1) the principal amount of an original issue discount security that is
deemed to be outstanding will be the amount of the principal of that
original issue discount security that would be due and payable as of
the date of the determination upon declaration of acceleration of the
maturity of that original issue discount security;
(2) the principal amount of any debt security denominated in a foreign
currency that is deemed outstanding will be the U.S. dollar
equivalent, determined on the issue date for that debt security, of
the principal amount, or, in the case of an original issue discount
security, the U.S. dollar equivalent on the issue date of that debt
security of the amount determined as provided in (1) above;
(3) the principal amount of an indexed security that is deemed
outstanding will be the principal face amount of the indexed security
at original issuance, unless otherwise provided with respect to the
indexed security under the applicable indenture; and
(4) debt securities owned by Webster Financial or any other obligor upon
the debt securities or any affiliate of Webster Financial or of any
other obligor are to be disregarded.
Discharge, Defeasance and Covenant Defeasance
Discharge
We may be permitted under the applicable indenture to discharge specific
obligations to holders of any series of debt securities (1) that have not
already been delivered to the applicable trustee for cancellation and (2) that
either have become due and payable or will, within one year, become due and
payable or scheduled for redemption, by irrevocably depositing with the
applicable trustee, in trust, money or funds certified to be sufficient to pay
when due, whether at maturity, upon redemption or otherwise, the principal of,
and premium, if any, on and interest on the debt securities.
Defeasance and Covenant Defeasance
If the provisions in that indenture relating to defeasance and covenant
defeasance are made applicable to the debt securities of or within any series,
we may elect either:
(1) defeasance, which means we elect to defease and be discharged from
any and all obligations with respect to the debt securities, except
for the obligations to register the transfer or exchange of the debt
securities, to replace temporary or mutilated, destroyed, lost or
stolen debt securities, to maintain an office or agency in respect of
the debt securities and to hold moneys for payment in trust; or
(2) covenant defeasance, which means we elect to be released from our
obligations with respect to the debt securities under specified
sections of the applicable indenture relating to covenants, as
described in the applicable prospectus supplement or term sheet and
any omission to comply with its obligations will not constitute an
event of default with respect to the debt securities;
in either case upon the irrevocable deposit by us with the applicable trustee,
in trust, of an amount, in currency or currencies or government obligations,
or both, sufficient without reinvestment to make scheduled payments of the
principal of, and premium, if any, and interest on the debt securities, when
due, whether at maturity, upon redemption or otherwise, and any mandatory
sinking fund or analogous payments.
A trust will only be permitted to be established if, among other things,
(1) we have delivered to the applicable trustee an opinion of counsel, as
specified in the applicable indenture, to the effect that the holders
of the debt securities will not recognize income, gain or loss for
federal income tax purposes as a result of the defeasance or covenant
defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been
the case if the defeasance or covenant defeasance had not occurred,
and the opinion of counsel, in the case of defeasance, will be
required to refer to and be based upon a ruling of the Internal
Revenue Service or a change in applicable U.S. federal income tax law
occurring after the date of the indenture;
(2) no event of default or any event which after notice or lapse of time
or both would be an event of default has occurred;
(3) the defeasance or covenant defeasance will not result in a breach or
violation of, or constitute a default under, the indenture or any
other material agreement or instrument to which Webster Financial is
a party or by which it is bound;
(4) certain other provisions set forth in the indenture are met;
(5) we will have delivered to the trustee an officers' certificate and an
opinion of counsel, each stating that all conditions precedent to the
defeasance or covenant defeasance have been complied with; and
(6) in the case of the senior subordinated debt indenture, no event or
condition will exist that, pursuant to certain provisions described
under "--Senior Subordinated Debt Securities" would prevent Webster
Financial from making payments of principal of and premium, if any,
and interest on the senior subordinated debt securities at the date
of the irrevocable deposit referred to above.
In general, if we elect covenant defeasance with respect to any debt
securities and payments on those debt securities are declared due and payable
because of the occurrence of an event of default, the amount of money and/or
government obligations on deposit with the applicable trustee would be
sufficient to pay amounts due on those debt securities at the time of their
stated maturity, but may not be sufficient to pay amounts due on those debt
securities at the time of the acceleration resulting from the event of
default. In that case, we would remain liable to make payment of the amounts
due on the debt securities at the time of acceleration.
The applicable prospectus supplement or term sheet may further describe
the provisions, if any, permitting defeasance or covenant defeasance,
including any modifications to the provisions described above, with respect to
the debt securities of or within a particular series.
Governing Law
The indentures and the debt securities will be governed by, and construed
in accordance with, the internal laws of the State of New York.
DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES
General
We will issue the junior subordinated debentures in one or more series
under a junior subordinated debenture indenture, as supplemented from time to
time, between us and a junior subordinated debenture trustee meeting the
requirements of the Trust Indenture Act. The junior subordinated debenture
indenture will be qualified under the Trust Indenture Act and is subject to,
and governed by, the Trust Indenture Act and is included as an exhibit to the
registration statement of which this prospectus is a part. This summary of
certain terms and provisions of the junior subordinated debentures and the
junior subordinated debenture indenture does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, all of the
provisions of the junior subordinated debentures and the junior subordinated
debenture indenture, including the definitions of certain terms, and those
terms made a part of the junior subordinated debenture indenture by the Trust
Indenture Act.
The applicable prospectus supplement or term sheet will describe the
specific terms of the junior subordinated debentures which we will offer,
including:
(1) the specific title and designation, aggregate principal amount and
any limit on that amount, purchase price and denominations of the
junior subordinated debentures;
(2) the date or dates on which the principal of the junior subordinated
debentures is payable or the method of determining the same, if
applicable;
(3) the rate or rates, which may be fixed or variable, at which the
junior subordinated debentures will bear interest, if any, or the
method of determining the same, if applicable;
(4) the date or dates from which the interest, if any, will accrue or the
method of determining the same, if applicable, the interest payment
dates, if any, on which interest will be payable or the manner of
determining the same, if applicable, and the record dates for the
determination of holders to whom interest is payable on the junior
subordinated debentures;
(5) the duration of the maximum consecutive period that Webster Financial
may elect to defer payments of interest on the junior subordinated
debentures;
(6) any redemption, repayment or sinking fund provisions;
(7) whether the junior subordinated debentures are convertible into or
exchangeable for common stock or other securities or rights of
Webster Financial or other issuers, or a combination of the
foregoing, and, if so, the applicable conversion or exchange terms
and conditions;
(8) any applicable material United States federal income tax
consequences; and
(9) any other specific terms pertaining to the junior subordinated
debentures, whether in addition to, or modification or deletion of,
the terms described in this prospectus.
Ranking
Each series of junior subordinated debentures will rank equally with all
other junior subordinated debentures to be issued by Webster Financial and
sold to other trusts or other entities to be established by Webster Financial
that are similar to Webster Capital Trust and will be unsecured and will rank
subordinate and junior in right of payment, to the extent and in the manner
set forth in the junior subordinated debenture indenture to all senior
indebtedness of Webster Financial, as defined in the junior subordinated
debenture indenture. The junior subordinated debenture indenture will not
limit the amount of secured or unsecured debt, including senior indebtedness,
that may be incurred by Webster Financial or its subsidiaries. As of June 24,
the aggregate principal amount of our senior indebtedness, which is described
in "--Description of Junior Subordinated Debentures -- Subordination," was
approximately $40,000,000.
Form, Registration and Transfer
The junior subordinated debentures will be issued in fully registered
form. Until any dissolution of Webster Capital Trust, the junior subordinated
debentures will be held in the name of the property trustee in trust for the
benefit of the holders of the related trust preferred securities and trust
common securities. The trust preferred securities and the trust common
securities are collectively referred to in this prospectus as the "trust
securities." If the junior subordinated debentures are distributed to the
holders of the related trust securities, the junior subordinated debentures
will be issued to the holders in the same form as the trust securities were
held. Accordingly, any depository arrangements for the junior subordinated
debentures are expected to be substantially similar to those in effect for the
trust preferred securities. See "Description of Trust Preferred
Securities--Global Trust Preferred Securities."
Payment and Paying Agents
Unless otherwise indicated in an applicable prospectus supplement or term
sheet, payment of principal of and premium, if any, on and interest on the
junior subordinated debentures will be made at the office of the junior
subordinated debenture trustee in the City of New York or at the office of the
paying agent or paying agents as we may designate from time to time, except
that at our option payment of any interest may be made, except in the case of
a global certificate representing junior subordinated debentures, by
o check mailed to the address of the person entitled thereto as the
address will appear in the applicable securities register for junior
subordinated debentures or
o transfer to an account maintained by the person entitled thereto as
specified in the securities register, provided that proper transfer
instructions have been received by the relevant record date.
Payment of any interest on any junior subordinated debenture will be made to
the person in whose name the junior subordinated debenture is registered at
the close of business on the record date for the interest, except in the case
of defaulted interest. We may at any time designate additional paying agents
or rescind the designation of any paying agent; provided, however, we will at
all times be required to maintain a paying agent in each place of payment for
the junior subordinated debentures.
Any moneys deposited with the debenture trustee or any paying agent, or
then held by us in trust, for the payment of the principal of and premium, if
any, or interest on any junior subordinated debentures and remaining unclaimed
for two years after the principal and premium, if any, or interest has become
due and payable will, at our request, be repaid to us and the holder of the
junior subordinated debentures will look, as a general unsecured creditor,
only to us for payment.
Option to Extend Interest Payment Date
So long as no junior subordinated debenture event of default has occurred
and is continuing, we will have the right under the junior subordinated
debenture indenture to defer the payment of interest on the junior
subordinated debentures at any time or from time to time for an extension
period, which will not exceed the maximum period specified in the applicable
prospectus supplement or term sheet for the deferral of interest. In addition,
an extension period must end on an interest payment date and may not extend
beyond the stated maturity of the junior subordinated debentures. At the end
of an extension period, we must pay all interest then accrued and unpaid,
together with interest, to the extent permitted by applicable law. During an
extension period, interest will continue to accrue and holders of junior
subordinated debentures, and holders of the related trust securities while the
trust securities are outstanding, will be required to accrue the deferred
interest income for United States federal income tax purposes prior to the
receipt of cash attributable to the income, regardless of the method of
accounting used by the holders.
Prior to the termination of any extension period, we may extend the
extension period, provided that the extension does not cause the extension
period to exceed the maximum extension period, end on a date other than an
interest payment date or extend beyond the stated maturity of the related
junior subordinated debentures. Upon the termination of any extension period,
or any extension of an extension period, and the payment of all amounts then
due, we may begin a new extension period, subject to the foregoing
limitations. No interest will be due and payable during an extension period
except at the end of that period. We must give the junior subordinated
debenture trustee notice of its election to begin or extend an extension
period at least five business days prior to the earlier of
o the date cash distributions on the related trust securities would
have been payable except for the election to begin or extend the
extension period or
o the date Webster Capital Trust is required to give notice to any
securities exchange or to holders of its trust preferred securities
of the record date or the date cash distributions are payable, but in
any event not less than five business days prior to the record date.
The junior subordinated debenture trustee will give notice of our election to
begin or extend an extension period to the holders of the trust preferred
securities. Subject to the foregoing limitations, there is no limitation on
the number of times that we may begin or extend an extension period.
Restrictions on Certain Payments
We will also covenant that if at any time:
(1) any event occurs, of which we have actual knowledge that is, or with
the giving of notice or the lapse of time, or both, would be, a
junior subordinated debenture event of default, and we have not taken
reasonable steps to cure that event of default;
(2) if Webster Capital Trust is the holder of the junior subordinated
debentures, Webster Financial is in default with respect to any of
its payment obligations under the guarantee; or
(3) we give notice of our election to exercise our right to begin or
extend an extension period as provided in the junior subordinated
debenture indenture and we have not rescinded the notice, and the
extension period, or any extension thereof, has commenced and is
continuing,
then we will not:
o declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any
of our capital stock or
o make any payment of principal of or premium, if any, or interest on
or repay or repurchase or redeem any of our debt securities,
including our other junior subordinated debentures that rank equally
with or junior in right of payment to the junior subordinated
debentures or
o make any guarantee payments with respect to any guarantee by us of
the debt securities of any of our subsidiaries, including under
guarantees described in the section "Description of Guarantees," if
the guarantee ranks equally or junior in right of payment to the
junior subordinated debentures, except for
(a) dividends or distributions in shares of, or options, warrants or
rights to subscribe for or purchase shares of, our common stock,
(b) any declaration of a dividend in connection with the
implementation of a stockholders' rights plan, or the issuance of
stock under any plan in the future, or the redemption or
repurchase of any rights pursuant thereto,
(c) payments under the guarantee,
(d) as a result of a reclassification of our capital stock or the
exchange or conversion of one class or series of our capital
stock for another class or series of our capital stock,
(e) the purchase of fractional interests in shares of our capital
stock pursuant to the conversion or exchange provisions of the
capital stock or the security being converted or exchanged, and
(f) purchases of common stock related to the issuance of common stock
or rights under any of our benefit plans for our directors,
officers or employees or any of our dividend reinvestment plans.
So long as the trust securities remain outstanding, we also will covenant:
(1) to maintain 100% direct or indirect ownership of the related trust
common securities, it being understood that any permitted successor
of Webster Financial under the junior subordinated debenture
indenture may succeed to our ownership of the trust common
securities,
(2) to use our best efforts to cause Webster Capital Trust
o to remain a business trust, except in connection with the
distribution of junior subordinated debentures to the holders of
related trust securities in liquidation of Webster Capital
Trust, the conversion, exchange or redemption of all of the
trust securities, or certain mergers, consolidations or
amalgamations, each as permitted by the trust agreement, and
o to continue otherwise to be classified as a grantor trust for
United States federal income tax purposes,
o to use its best efforts to cause each holder of its trust
securities to be treated as owning an undivided beneficial
interest in the related junior subordinated debentures, and
(3) not to cause, as sponsor of Webster Capital Trust, or to permit, as
the holder of trust common securities, the dissolution, liquidation
or winding-up of Webster Capital Trust, except as provided in the
trust agreement.
MODIFICATION OF JUNIOR SUBORDINATED DEBENTURE INDENTURE
From time to time, Webster Financial and the junior subordinated
debenture trustee may, without the consent of the holders of the junior
subordinated debentures, amend, waive or supplement the junior subordinated
debenture indenture for specified purposes, including, among other things,
curing ambiguities or adding provisions, provided that any action does not
materially adversely affect the interests of the holders of the junior
subordinated debentures, and maintaining the qualification of the junior
subordinated debenture indenture under the Trust Indenture Act. Webster
Financial and the junior subordinated debenture trustee may, with the consent
of the holders of a majority in principal amount of all outstanding junior
subordinated debentures affected thereby, modify the junior subordinated
debenture indenture in a manner affecting the rights of the holders of junior
subordinated debentures; provided, however, that we may not, without the
consent of the holder of each outstanding junior subordinated debenture so
affected, make any modifications which
o change the stated maturity or reduce the principal of any junior
subordinated debentures,
o change the interest rate, or the manner of calculation of the
interest rate, or extend the time of payment of interest on any
junior subordinated debentures except for our right under the junior
subordinated debenture indenture to defer the payment of interest, as
more fully described in "-- Description of Junior Subordinated
Debentures -- Option to Extend Interest Payment Date,"
o change any of the conversion, exchange or redemption provisions
applicable to any junior subordinated debentures,
o change the currency in respect of which payments of principal of or
any premium or interest on any junior subordinated debentures are to
be made,
o change the right of holders of trust securities to bring a direct
action in respect of any required payments or conversion or exchange
rights,
o impair or affect the right of any holder of any junior subordinated
debentures to institute suit for the payment of the principal or
premium, if any, or interest thereon or for the conversion or
exchange of any junior subordinated debentures in accordance with
their terms,
o change the subordination provisions adversely to the holders of the
junior subordinated debentures, or
o reduce the percentage of principal amount of junior subordinated
debentures the holders of which are required to consent to any
modification of the junior subordinated debenture indenture.
Junior Subordinated Debenture Events of Default
The following events with respect to any series of junior subordinated
debentures will constitute a junior subordinated debenture event of default,
whatever the reason for the junior subordinated debenture event of default and
whether it will be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body, unless the event is
specifically deleted or modified in or pursuant to the supplemental indenture,
board resolution or officers' certificate establishing the terms of the series
pursuant to the junior subordinated debenture indenture:
o we fail for 30 days to pay any interest on that series of junior
subordinated debentures when due, subject to any permitted deferral;
provided that, during any extension period for that series of junior
subordinated debentures, failure to pay interest on that series of
junior subordinated debentures will not constitute a junior
subordinated debenture event of default; or
o we fail to pay any principal of or premium, if any, on that series of
junior subordinated debentures when due, whether at maturity, upon
any redemption, by declaration of acceleration of maturity or
otherwise; or
o if applicable, we fail to deliver the required securities or other
rights upon an appropriate conversion or exchange election by holders
of that series of junior subordinated debentures or the related trust
preferred securities; or
o we fail to observe or perform any other agreement or covenant
contained in the junior subordinated debenture indenture in respect
of that series of junior subordinated debentures for 90 days after
the debenture trustee or the holders of at least 25% in aggregate
outstanding principal amount of that series of junior subordinated
debentures provides written notice to us; or
o certain events in bankruptcy, insolvency or reorganization of Webster
Financial.
The holders of a majority in aggregate outstanding principal amount of
the junior subordinated debentures of any series have, subject to certain
exceptions, the right to direct the time, method and place of conducting any
proceeding for any remedy available to the debenture trustee in respect of the
junior subordinated debentures. The junior subordinated debenture trustee or
the holders of at least 25% in aggregate outstanding principal amount of the
junior subordinated debentures of any series may declare the principal of and
any accrued interest on the junior subordinated debentures due and payable
immediately upon a junior subordinated debenture event of default, other than
a junior subordinated debenture event of default referred to in the last
bullet point above, which will result in the immediate acceleration of the
junior subordinated debentures. The holders of a majority in aggregate
outstanding principal amount of the junior subordinated debentures of any
series may annul the declaration and waive the default in respect of the
junior subordinated debentures if the default, other than the non-payment of
the principal and interest of the junior subordinated debentures which has
become due solely by the acceleration, has been cured and a sum sufficient to
pay all matured installments of interest, and premium, if any, and principal
due otherwise than by acceleration has been deposited with the junior
subordinated debenture trustee.
The holders of a majority in aggregate outstanding principal amount of
the junior subordinated debentures of any series may, on behalf of the holders
of all of the junior subordinated debentures of the series, waive any past
default, except a default in the payment of the principal of or premium, if
any, or interest on, unless the default has been cured and a sum sufficient to
pay all matured installments of interest, and premium, if any, and principal
due otherwise than by acceleration has been deposited with the junior
subordinated debenture trustee, or a default in respect of a covenant or
provision which under the junior subordinated debenture indenture cannot be
modified or amended without the consent of the holder of each outstanding
junior subordinated debenture of that series.
ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF TRUST PREFERRED SECURITIES
To the extent any action under the junior subordinated debenture
indenture is entitled to be taken by the holders of at least a specified
percentage of junior subordinated debentures, holders of the corresponding
trust preferred securities may take action if the action is not taken by the
property trustee of Webster Capital Trust. Notwithstanding the foregoing, if a
junior subordinated debenture event of default has occurred and is continuing
and is attributable either to
o the failure of Webster Financial to pay the principal of or premium,
if any, on or interest on the junior subordinated debentures on the
due date or
o the failure by Webster Financial to deliver the required securities
or other rights upon an appropriate conversion or exchange right
election,
o a holder of the related trust preferred securities may institute a
direct action.
A "direct action" is a legal proceeding directly against Webster
Financial for enforcement of payment to the holder of the principal of or
premium, if any, or interest on the junior subordinated debentures having a
principal amount equal to the liquidation amount of the trust preferred
securities held by the holder or for enforcement of the conversion or exchange
rights, as the case may be. Webster Financial may not amend the junior
subordinated debenture indenture to remove the foregoing right to bring a
direct action without the prior written consent of the holders of all of the
trust preferred securities outstanding. If the right to bring a direct action
is removed, Webster Capital Trust may become subject to the reporting
obligations under the Securities Exchange Act. Notwithstanding any payments
made to a holder of trust preferred securities by Webster Financial in
connection with a direct action, Webster Financial will remain obligated to
pay the principal of and premium, if any, and interest on the related junior
subordinated debentures, and Webster Financial will be subrogated to the
rights of the holder of the trust preferred securities with respect to
payments on the trust preferred securities to the extent of any payments made
by Webster Financial to the holder in any direct action.
The holders of the trust preferred securities will not be able to
exercise directly any remedies, other than those set forth in the preceding
paragraph, available to the holders of the related junior subordinated
debentures unless an event of default has occurred and is continuing under the
trust agreement. See "Description of Trust Preferred Securities--Events of
Default; Notice."
Consolidation, Merger, Sale of Assets and other Transactions
Webster Financial will not consolidate with or merge into any other
person or convey, transfer or lease its properties and assets as an entirety
or substantially as an entirety to any person, and no person will consolidate
with or merge into Webster Financial or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to
Webster Financial, unless:
o in case Webster Financial consolidates with or merges into another
person or conveys or transfers its properties and assets as an
entirety or substantially as an entirety to any person, the successor
person is organized under the laws of the United States, any state of
the United States or the District of Columbia, and the successor
person expressly assumes Webster Financial's obligations under the
junior subordinated debentures and the guarantees;
o immediately after giving effect to the consolidation or merger, no
debenture event of default, and no event which, after notice or lapse
of time or both, would become a junior subordinated debenture event
of default, will have occurred and be continuing; and
o other conditions as prescribed in the junior subordinated debenture
indenture are met.
SATISFACTION AND DISCHARGE
The junior subordinated debenture indenture will cease to be of further
effect, except as to our obligations to pay all other sums due under to the
junior subordinated debenture indenture and to provide the officers'
certificates and opinions of counsel described in that indenture, and we will
be deemed to have satisfied and discharged the junior subordinated debenture
indenture, when, among other things, all junior subordinated debentures not
previously delivered to the debenture trustee for cancellation
o have become due and payable or
o will become due and payable at maturity or upon redemption within one
year,
o and Webster Financial deposits or causes to be deposited with the
junior subordinated debenture trustee funds, in trust, for the
purpose and in an amount sufficient to pay and discharge the entire
indebtedness on the junior subordinated debentures not previously
delivered to the debenture trustee for cancellation, for the
principal and premium, if any, and interest to the date of the
deposit or to the stated maturity of the junior subordinated
debentures, as the case may be.
SUBORDINATION
The junior subordinated debentures will rank subordinate and junior in
right of payment to all senior indebtedness to the extent provided in the
junior subordinated debenture indenture. Upon any payment or distribution of
assets to creditors upon any liquidation, dissolution, winding-up,
reorganization, assignment for the benefit of creditors, marshaling of assets
or any bankruptcy, insolvency, debt restructuring or similar proceedings in
connection with any insolvency or bankruptcy proceeding of Webster Financial,
the holders of senior indebtedness will first be entitled to receive payment
in full of the senior indebtedness before the holders of junior subordinated
debentures will be entitled to receive or retain any payment in respect of
these debentures.
In the event of the acceleration of the maturity of junior subordinated
debentures, the holders of all senior indebtedness outstanding at the time of
the acceleration will first be entitled to receive payment in full of the
senior indebtedness before the holders of junior subordinated debentures will
be entitled to receive or retain any payment in respect of the junior
subordinated debentures.
No payments on account of principal or premium, if any, or interest in
respect of the junior subordinated debentures may be made if (1) there will
have occurred and be continuing a default in any payment with respect to
senior indebtedness, (2) any applicable grace period with respect to the
default on the senior indebtedness has ended and the default has not been
cured or waived or ceased to exist, (3) an event of default with respect to
any senior indebtedness results in the acceleration of the maturity thereof,
or (4) any judicial proceeding is pending with respect to any default.
"Indebtedness," for purposes of the sections "--Description of the Junior
Subordinated Debentures" and "Description of Guarantees," and the junior
subordinated debenture indenture, means:
(1) every obligation of Webster Financial for money borrowed;
(2) every obligation of Webster Financial evidenced by bonds, debentures,
notes or other similar instruments, including obligations incurred in
connection with the acquisition of property, assets or businesses;
(3) every reimbursement obligation of Webster Financial with respect to
letters of credit, banker's acceptances or similar facilities issued
for the account of Webster Financial;
(4) every obligation of Webster Financial issued or assumed as the
deferred purchase price of property or services, but excluding trade
accounts payable or accrued liabilities arising in the ordinary
course of business;
(5) every capital lease obligation of Webster Financial;
(6) all indebtedness of Webster Financial, whether incurred on or prior
to the date of the junior subordinated debenture indenture or
thereafter incurred, for claims in respect of derivative products,
including interest rate, foreign exchange rate and commodity forward
contracts, options and swaps and similar arrangements;
(7) every obligation of the type referred to in clauses (1) through (6)
of another person and all dividends of another person the payment of
which, in either case, Webster Financial has guaranteed or is
responsible or liable for, directly or indirectly, as obligor or
otherwise; and
(8) obligations of the type referred to in clauses (1) through (7) of
another person secured by any lien on any property or asset of
Webster Financial, whether or not the obligation is assumed by
Webster Financial;
and all deferrals, renewals, extensions and refundings of, and amendments,
modifications and supplements to, any of the foregoing obligations.
"Indebtedness ranking equally with the junior subordinated debentures,"
for purposes of the sections "--Description of the Junior Subordinated
Debentures" and "Description of Guarantees," and the junior subordinated
debenture indenture, means:
o indebtedness, whether outstanding on the date of execution of the
junior subordinated debenture indenture or thereafter created,
assumed or incurred, to the extent the indebtedness specifically by
its terms ranks equally with and not prior to the junior subordinated
debentures in the right of payment upon the happening of the
dissolution, winding-up, liquidation or reorganization of Webster
Financial and
o all other debt securities, and guarantees in respect of those debt
securities, issued to any other trust, or a trustee of the trust,
partnership or other entity affiliated with Webster Financial that is
a financing vehicle of Webster Financial in connection with the
issuance by that financing vehicle of equity securities or other
securities guaranteed by Webster Financial pursuant to an instrument
that ranks equally with or junior in right of payment to the
guarantee.
The securing of any indebtedness otherwise constituting indebtedness ranking
equally with the junior subordinated debentures will not prevent the
indebtedness from constituting indebtedness ranking equally with the junior
subordinated debentures.
"Indebtedness ranking junior to the junior subordinated debentures," for
purposes of the sections "--Description of the Junior Subordinated Debentures"
and "Description of Guarantees," and the junior subordinated debenture
indenture, means any indebtedness, whether outstanding on the date of
execution of the junior subordinated debenture indenture or thereafter
created, assumed or incurred, to the extent the indebtedness by its terms
ranks junior to and not equally with or prior to the junior subordinated
debentures, and any other indebtedness ranking equally with the junior
subordinated debentures, in right of payment upon the happening of the
dissolution, winding-up, liquidation or reorganization of Webster Financial.
The securing of any indebtedness otherwise constituting indebtedness ranking
junior to the junior subordinated debentures will not prevent the indebtedness
from constituting indebtedness ranking junior to the junior subordinated
debentures.
"Senior indebtedness," for purposes of the sections "--Description of the
Junior Subordinated Debentures" and "Description of Guarantees," and the
junior subordinated debenture indenture, means all indebtedness, whether
outstanding on the date of execution of the junior subordinated debenture
indenture or thereafter created, assumed or incurred, except indebtedness
ranking equally with the junior subordinated debentures or indebtedness
ranking junior to the junior subordinated debentures.
GOVERNING LAW
The junior subordinated debenture indenture and the junior subordinated
debentures will be governed by and construed in accordance with the laws of
the State of Delaware.
INFORMATION CONCERNING THE JUNIOR SUBORDINATED DEBENTURE TRUSTEE
The junior subordinated debenture trustee will be subject to all the
duties and responsibilities specified with respect to an indenture trustee
under the Trust Indenture Act. Subject to the foregoing, the junior
subordinated debenture trustee will not be under any obligation to exercise
any of the powers vested in it by the junior subordinated debenture indenture
at the request of any holder of junior subordinated debentures, unless offered
reasonable indemnity by the holder against the costs, expenses and liabilities
which might be incurred thereby. The junior subordinated debenture trustee
will not be required to expend or risk its own funds or otherwise incur
personal financial liability in the performance of its duties if the junior
subordinated debenture trustee reasonably believes that repayment or adequate
indemnity is not reasonably assured to it.
DESCRIPTION OF COMMON STOCK
The following description is a general summary of the terms of the
common stock which we may issue. The description below and in any prospectus
supplement or term sheet does not purport to be complete and is subject to and
qualified in its entirety by reference to our restated certificate of
incorporation, and bylaws, as amended, each of which we will make available
upon request.
GENERAL
Our certificate of incorporation provides the authority to issue
50,000,000 shares of common stock, par value $.01 per share.
At March 31, 1999, there were 35,919,989 shares of common stock
outstanding and we had outstanding stock options granted to directors,
officers and other employees for 2,210,937 shares of our common stock.
Each share of our common stock has the same relative rights and is
identical in all respects to each other share of our common stock. Our common
stock is non-withdrawable capital, is not of an insurable type and is not
insured by the FDIC or any other governmental entity.
VOTING RIGHTS
Holders of our common stock are entitled to one vote per share on each
matter properly submitted to stockholders for their vote, including the
election of directors. Holders of our common stock do not have the right to
cumulate their votes for the election of directors, which means that the
holders of more than 50% of the shares of common stock voting for the election
of directors can elect 100% of the directors standing for election at any
meeting if they choose to do so. In that event, the holders of the remaining
shares voting for the election of directors will not be able to elect any
person or persons to our board of directors at that meeting.
LIQUIDATION RIGHTS
The holders of our common stock and the holders of any class or series of
stock entitled to participate with the holders of our common stock as to the
distribution of assets in the event of any dissolution, liquidation, or
winding up of Webster Financial, whether voluntary or involuntary, will become
entitled to participate equally in the distribution of any of our assets
remaining after we have paid, or provided for the payment of, all of its debts
and liabilities and after we have paid, or set aside for payment, to the
holders of any class of stock having preference over the common stock in the
event of dissolution, liquidation or winding up, the full preferential
amounts, if any, to which they are entitled.
DIVIDENDS
The holders of our common stock and any class or series of stock entitled
to participate with it are entitled to receive dividends declared by our board
of directors out of any assets legally available for distribution. The board
may not declare, and we may not pay, dividends or other distributions, unless
we have paid or the board has declared or set aside all accumulated dividends
and any sinking fund, retirement fund or other retirement payments on any
class of stock having preference as to payments of dividends over our common
stock. In addition, the 8 3/4% senior notes indenture for our existing senior
debt places restrictions on our ability to pay dividends on our common stock.
MISCELLANEOUS
The holders of our common stock have no preemptive or conversion rights
for any shares that may be issued. Our common stock is not subject to
additional calls or assessments, and all shares of our common stock currently
outstanding are fully paid and nonassessable. All shares of common stock
offered pursuant to a prospectus supplement or term sheet, or issuable upon
conversion, exchange or exercise of securities, will, when issued, be fully
paid and non-assessable.
SOME IMPORTANT CHARTER PROVISIONS
Our certificate of incorporation provides for the division of our board
of directors into three classes of directors, each class as nearly as equal as
possible, with each serving staggered, three-year terms. Any amendment to our
certificate of incorporation must be approved by at least two-thirds of our
board of directors at a duly constituted meeting called for that purpose and
also by stockholders by the affirmative vote of at least a majority of the
shares entitled to vote thereon at a duly called annual or special meeting;
provided, however, that approval by the affirmative vote of at least
two-thirds of the shares entitled to vote is required to amend the provisions
regarding amendment of our certificate of incorporation, directors, bylaws,
approval for acquisitions of control and offers to acquire control, criteria
for evaluating offers, the calling of special meetings of stockholders,
greenmail, and stockholder action by written consent. In addition, the
provisions regarding business combinations may be amended only by the
affirmative vote of at least 80% of the shares entitled to vote on the matter.
Our bylaws may be amended by the affirmative vote of at least two-thirds of
the board of directors or by stockholders by the affirmative vote of at least
two-thirds of the total votes eligible to be voted, at a duly constituted
meeting called for that purpose. These provisions may have the effect of
deterring hostile takeovers or delaying changes in control or management of
Webster Financial.
Our certificate of incorporation requires that business combinations
between Webster Financial or any majority-owned subsidiary of Webster
Financial and a 10% or more stockholder or its affiliates or associates,
referred to collectively in this section as the "interested stockholder," be
approved either by
(1) at least 80% of the total number of outstanding shares of capital
stock entitled to vote generally in the election of directors, or
(2) at least two-thirds of our continuing directors, which means those
directors unaffiliated with the interested stockholder and serving
before the interested stockholder became an interested stockholder,
(3) or meet specified price and procedure requirements that provide for
consideration per share generally equal to or greater than that paid
by the interested shareholder when it acquired its block of stock.
The types of business combinations with an interested shareholder covered by
this provision include:
o any merger, consolidation or share exchange;
o any sale, lease, exchange, mortgage, pledge or other transfer of
assets other than in the usual and regular course of business;
o any issuance or transfer of equity securities having an aggregate
market value in excess of 5% of the aggregate market value of our
outstanding shares;
o the adoption of any plan or proposal of liquidation proposed by or on
behalf of an interested stockholder; and
o any reclassification of securities, recapitalization of Webster
Financial or any merger or consolidation of Webster Financial with
any of its subsidiaries or any other transaction which has the effect
of increasing the proportionate ownership interest of the interested
stockholder.
Our certificate of incorporation excludes our employee stock purchase plans
and other employee benefit plans from the definition of interested
shareholder.
NASDAQ LISTING
Our common stock is listed on The Nasdaq Stock Market's National Market
Tier under the symbol "WBST."
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company.
DESCRIPTION OF PREFERRED STOCK
The following description is a general summary of the terms of the
preferred stock which we may issue. The description below and in any
prospectus supplement or term sheet does not purport to be complete and is
subject to and qualified in its entirety by reference to our certificate of
incorporation, the applicable certificate of designation to our certificate of
incorporation, determining the terms of the related series of preferred stock
and our bylaws, each of which we will make available upon request.
GENERAL
Our certificate of incorporation, subject to limitations prescribed in
our certificate of incorporation and subject to limitations prescribed by
Delaware law, authorizes the board of directors, from time to time by
resolution or duly authorizing committee of the board and without further
stockholder action, to provide for the issuance of up to 3,000,000 shares of
preferred stock, par value $.01 per share, in one or more series, and to fix
the relative rights and preferences of the shares, including voting powers,
dividend rights, liquidation preferences, redemption rights and conversion
privileges. As a result of its broad discretion with respect to the creation
and issuance of preferred stock without stockholder approval, the board of
directors could adversely affect the voting power of the holders of common
stock and, by issuing shares of preferred stock with certain voting,
conversion and/or redemption rights, could discourage any attempt to obtain
control of Webster Financial.
SERIES C PARTICIPATING PREFERRED STOCK
The board of directors has adopted a stockholder rights plan pursuant to
a rights agreement dated as of February 5, 1996, as amended. Each share of
common stock issued by us through the rights distribution date or the date, if
any, on which the rights are redeemed, would have one preferred stock purchase
right attached to it. The rights will expire on February 4, 2006, unless
earlier redeemed or exchanged. Each right, when exercisable, would entitle the
holder to purchase one one-thousandth of a share of our series C participating
preferred stock, at a purchase price equal to $100.00 per one one-thousandth
of a share, subject to adjustment. Until a right is exercised, the holder
thereof, as such, would have no rights as a stockholder of Webster Financial,
including, without limitation, the right to vote or to receive dividends.
Currently, no shares of series C participating preferred stock have been
issued.
The rights agreement provides that the rights initially attach to all
certificates representing common stock outstanding. The rights would separate
from the common stock and a distribution of rights certificates would occur on
the Rights Distribution Date, which shall be the earlier to occur of
o ten business days following the first date of a public announcement
that an acquiring person, which means a person or group of affiliated
or associated persons has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding common stock,
referred to as the stock acquisition date;
o ten business days following the commencement of a tender offer or
exchange offer, the consummation of which would result in the
beneficial ownership by a person of 15% or more of the outstanding
common stock; or
o ten business days following the determination by the board of
directors that any person is an adverse person.
Until the rights distribution date, the rights will be evidenced by the
common stock certificates, and will be transferred with, and only with, the
common stock certificates. The rights are not exercisable until the rights
distribution date.
Each holder of a right would have the right to receive, upon exercise,
common shares of the acquiring person having a value equal to two times the
purchase price of the right if, at any time following the stock acquisition
date,
o we are acquired in a merger or other business combination transaction
in which we are not the surviving corporation, or
o 50% or more of our assets or earning power is sold or transferred.
At any time after a person becomes an acquiring person or is declared an
adverse person by the board of directors, the board may exchange all of the
rights at an exchange ratio of one share of our common stock per right.
In general, the board of directors may redeem the rights at a price of
$.01 per right at any time until ten business days after the rights
distribution date.
The rights have certain anti-takeover effects. The rights will cause
substantial dilution to a person or group that attempts to acquire us. The
rights, however, would not interfere with any merger or other business
combination approved by the board of directors since the board may, at its
option, at any time prior to any person becoming an acquiring person, redeem
all rights or amend the rights agreement to exempt the person from the rights
agreement.
TERMS OF THE PREFERRED STOCK THAT WE MAY OFFER AND SELL TO YOU
You should refer to the prospectus supplement or term sheet relating to
the class or series of preferred stock being offered for the specific terms of
that class or series, including:
(1) the title and stated value of the preferred stock being offered;
(2) the number of shares of preferred stock being offered, their
liquidation preference per share and their purchase price;
(3) the dividend rate(s), period(s) and/or payment date(s) or
method(s) of calculating the payment date(s) applicable to the
preferred stock being offered;
(4) whether dividends will be cumulative or non-cumulative and, if
cumulative, the date from which dividends on the preferred stock
being offered will accumulate;
(5) the procedures for any auction and remarketing, if any, for the
preferred stock being offered;
(6) the provisions for a sinking fund, if any, for the preferred
stock being offered;
(7) the provisions for redemption, if applicable, of the preferred
stock being offered;
(8) any listing of the preferred stock being offered on any
securities exchange or market;
(9) the terms and conditions, if applicable, upon which the
preferred stock being offered will be convertible into or
exchangeable for other securities or rights, or a combination of
the foregoing, including the name of the issuer of the
securities or rights, conversion or exchange price, or the
manner of calculating the conversion or exchange price, and the
conversion or exchange date(s) or period(s);
(10) voting rights, if any, of the preferred stock being offered;
(11) whether interests in the preferred stock being offered will be
represented by depositary shares and, if so, the terms of those
shares;
(12) a discussion of any material and/or special United States
federal income tax considerations applicable to the preferred
stock being offered;
(13) the relative ranking and preferences of the preferred stock
being offered as to dividend rights and rights upon liquidation,
dissolution or winding up of the affairs of Webster Financial;
(14) any limitations on the issuance of any class or series of
preferred stock ranking senior to or equally with the series of
preferred stock being offered as to dividend rights and rights
upon liquidation, dissolution or winding up of the affairs of
Webster Financial; and
(15) any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock being offered.
RANK
Unless otherwise specified in the applicable prospectus supplement or
term sheet, the preferred stock will, with respect to distribution rights and
rights upon liquidation, dissolution or winding up of Webster Financial, rank:
o senior to all classes or series of our common stock and to all
equity securities the terms of which specifically provide that
the equity securities rank junior to the preferred stock being
offered;
o equally with our series C participating preferred stock and all
equity securities issued by us other than those referred to in
the first and last bullet points of this subheading; and
o junior to all equity securities issued by us the terms of which
specifically provide that the equity securities rank senior to
the preferred stock being offered.
For purposes of this subheading, the term "equity securities" does not include
convertible debt securities.
DISTRIBUTIONS
Holders of the preferred stock of each series will be entitled to
receive, when, as and if declared by our board of directors, out of our assets
legally available for payment to stockholders, cash distributions, or
distributions in kind or in other property if expressly permitted and
described in the applicable prospectus supplement or term sheet, at the rates
and on the dates as we will set forth in the applicable prospectus supplement
or term sheet. We will pay each distribution to holders of record as they
appear on our stock transfer books on the record dates determined by our board
of directors.
Distributions on any class or series of preferred stock, if cumulative,
will be cumulative from and after the date set forth in the applicable
prospectus supplement or term sheet. If our board of directors fails to
declare a distribution payable on a distribution payment date on any class or
series of preferred stock for which distributions are non-cumulative, then the
holders of that class or series of preferred stock will have no right to
receive a distribution in respect of the distribution period ending on that
distribution payment date, and we will have no obligation to pay the
distribution accumulated for that period, whether or not distributions on that
series are declared payable on any future distribution payment date.
If any shares of the preferred stock of any class or series are
outstanding, no full dividends will be declared or paid or set apart for
payment on our preferred stock of any other class or series ranking, as to
dividends, equally with or junior to the preferred stock of the class or
series for any period unless all required dividends are paid. This means that
(1) if the class or series of preferred stock has a cumulative dividend,
full cumulative dividends on the preferred stock of the class or
series have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment is set apart for
payment for all past dividend periods and the then current dividend
period or
(2) if the class or series of preferred stick does not have a cumulative
dividend, full dividends on the preferred stock of the class or
series have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment is set apart for the
payment for the then current dividend period ((1) and (2) are
hereinafter collectively referred to as "all required dividends are
paid").
When dividends are not paid in full, or a sum sufficient for the full payment
is not so set apart, upon the shares of preferred stock of any class or series
and the shares of any other class or series of preferred stock ranking equally
as to dividends with the preferred stock of the class or series, all dividends
declared upon shares of preferred stock of the class or series and any other
class or series of preferred stock ranking equally as to dividends with the
preferred stock will be declared equally so that the amount of dividends
declared per share on the preferred stock of the class or series and the other
class or series of preferred stock will in all cases bear to each other the
same ratio that accrued and unpaid dividends per share on the shares of
preferred stock of the class or series, which will not include any
accumulation in respect of unpaid dividends for prior dividend periods if the
preferred stock does not have cumulative dividend, and the other class or
series of preferred stock bear to each other. No interest, sum of money in
lieu of interest, will be payable in respect of any dividend payment or
payments on preferred stock of the class or series which may be in arrears.
Except as provided in the immediately preceding paragraph, unless all
required dividends are paid, no dividends, other than in common stock or other
stock ranking junior to the preferred stock of the class or series as to
dividends and upon liquidation, dissolution or winding-up of Webster
Financial, will be declared or paid or set aside for payment or other
distribution will be declared or made upon the common stock or any of our
other stock ranking junior or equally with the preferred stock of the class or
series as to dividends or upon liquidation, nor will any common stock or any
of our other capital stock ranking junior to or equally with preferred stock
of the class or series as to dividends or upon liquidation, dissolution or
winding-up of Webster Financial be redeemed, purchased or otherwise acquired
for any consideration, or any moneys be paid to or made available for a
sinking fund for the redemption of any shares of any stock, by us except by
conversion into or exchange for our other stock ranking junior to the
preferred stock of the class or series as to dividends and upon liquidation,
dissolution or winding-up of Webster Financial.
Any dividend payment made on shares of a class or series of preferred
stock will first be credited against the earliest accrued but unpaid dividend
due with respect to shares of the class or series which remains payable.
REDEMPTION
If so provided in the applicable prospectus supplement or term sheet, the
preferred stock will be subject to mandatory redemption or redemption at our
option, in whole or in part, in each case upon the terms, at the times and at
the redemption prices set forth in the prospectus supplement or term sheet.
The prospectus supplement or term sheet relating to a class series of
preferred stock that is subject to mandatory redemption will specify the
number of shares of the preferred stock that will be redeemed by us in each
year commencing after a date to be specified, at a redemption price per share
to be specified, together with an amount equal to all accumulated and unpaid
dividends thereon, which will not, if the preferred stock does not have a
cumulative dividend, include an accumulation in respect of unpaid dividends
for prior dividends periods, to the date of redemption. The redemption price
may be payable in cash or other property, as specified in the applicable
prospectus supplement or term sheet. If the redemption price for preferred
stock of any series is payable only from the net proceeds of the issuance of
our stock, the terms of the preferred stock may provide that, if no stock will
have been issued or to the extent the net proceeds from any issuance are
insufficient to pay in full the aggregate redemption price then due, the
preferred stock will automatically and mandatorily be converted into shares of
our applicable stock pursuant to conversion provisions specified in the
applicable prospectus supplement or term sheet.
Notwithstanding the foregoing, unless provided otherwise for any class or
series of preferred stock, unless all required dividends are paid:
o no shares of the applicable class or series of preferred stock
will be redeemed unless all outstanding shares of preferred
stock of the class or series are simultaneously redeemed and
o we will not purchase or otherwise acquire directly or indirectly
any shares of the applicable class or series of preferred stock,
except by conversion into or exchange for stock of Webster
Financial ranking junior to the preferred stock of the class or
series as to dividends and upon liquidation, dissolution or
winding-up of Webster Financial,
provided, however, that the above clauses will not prevent the purchase or
acquisition of shares of preferred stock of the class or series pursuant to a
purchase or exchange offer made on the same terms to holders of all
outstanding shares of preferred stock of the class or series.
LIQUIDATION PREFERENCE
Upon any voluntary or involuntary liquidation, dissolution or winding up
of the affairs of Webster Financial, then, before any distribution or payment
will be made to the holders of any common stock or any other class or series
of shares of our capital stock ranking junior to the preferred stock in the
distribution of assets upon any liquidation, dissolution or winding up of
Webster Financial, the holders of each series of class or preferred stock will
be entitled to receive out of our assets legally available for distribution to
stockholders liquidating distributions in the amount of the liquidation
preference set forth in the applicable prospectus supplement or term sheet,
plus an amount equal to all accumulated and unpaid distributions. After
payment of the full amount of the liquidating distributions to which they are
entitled, the holders of shares of preferred stock will have no right or claim
to any of our remaining assets. If, upon the voluntary or involuntary
liquidation, dissolution or winding up, our available assets are insufficient
to pay the amount of the liquidating distributions on all outstanding shares
of preferred stock and the corresponding amounts payable on all shares of
other classes or series of shares of our capital stock ranking equally with
the preferred stock in the distribution of assets, then the holders of the
preferred stock and all other classes or series of shares of capital stock
will share ratably in any distribution of assets in proportion to the full
liquidating distributions to which they would otherwise be respectively
entitled.
If liquidating distributions will have been made in full to all holders
of preferred stock, our remaining assets will be distributed among the holders
of any other classes or series of shares of capital stock ranking junior to
the preferred stock upon liquidation, dissolution or winding up, according to
their respective rights and preferences and in each case according to their
respective number of shares.
For those purposes, the consolidation or merger of Webster Financial with
or into any other corporation, trust or entity, or the sale, lease or
conveyance of all or substantially all of the property or business of Webster
Financial, will not be deemed to constitute a liquidation, dissolution or
winding up of Webster Financial.
VOTING RIGHTS
Holders of preferred stock will not have any voting rights, except as set
forth below or as otherwise from time to time required by law, or as indicated
in the applicable prospectus supplement or term sheet.
If specified in the applicable prospectus supplement or term sheet, or as
long as the preferred stock is listed on an exchange so requiring, whenever
dividends on any shares of the class or series of preferred stock will be in
arrears for six or more quarterly periods, regardless of whether the quarterly
periods are consecutive, the holders of the shares of the class or series of
preferred stock, voting together as a class with all other classes or series
of preferred stock upon which like voting rights have been conferred and are
exercisable, will be entitled to vote for the election of two additional
directors of Webster Financial at a special meeting called by an officer of
Webster Financial at the request of a holder of the class or series of
preferred stock or, if the special meeting is not called by an officer of
Webster Financial within 30 days, at a special meeting called by a holder of
the class or series of preferred stock designated by the holders of record of
at least 10% of the shares of any class or series of preferred stock, unless
the request is received less than 90 days before the date fixed for the next
annual or special meeting of the stockholders, or at the next annual meeting
of stockholders, and at each subsequent annual meeting until
o if the class or series of preferred stock has a cumulative dividend,
all dividends accumulated on the shares of preferred stock for the
past dividend periods and the then current dividend period will have
been fully paid or declared and a sum sufficient for the payment
thereof set apart for payment or
o if the class or series of preferred stock does not have a cumulative
dividend, four consecutive quarterly dividends will have been fully
paid or declared and a sum sufficient for the payment thereof set
apart for payment. In that case, the entire board of directors of
Webster Financial will be increased by two directors.
Unless provided otherwise for any series of preferred stock, so long as
any shares of preferred stock remain outstanding, we will not, without the
affirmative vote or consent of the holders of at least two-thirds of the
shares of each class or series of preferred stock outstanding at the time,
given in person or by proxy, either in writing or at a meeting (the class or
series voting separately as a class):
o authorize or create, or increase the authorized or issued amount of,
any class or series of stock ranking senior to the class or series of
preferred stock with respect to payment of dividends or the
distribution of assets upon liquidation, dissolution or winding-up of
Webster Financial or reclassify any of our authorized stock into any
shares, or create, authorize or issue any obligation or security
convertible into or exchangeable for, or evidencing the right to
purchase, any shares; or
o amend, alter or repeal the provisions of our certificate of
incorporation in respect of the class or series of preferred stock,
whether by merger, consolidation or otherwise, so as to materially
and adversely affect any right, preference, privilege or voting power
of the class or series of preferred stock of the holders thereof;
provided, however, that any increase in the amount of authorized preferred
stock or the creation or issuance of any other class or series of preferred
stock, or any increase in the amount of authorized shares of the class or
series, in each case ranking equally with or junior to the preferred stock of
the class or series with respect to payment of dividends and the distribution
of assets upon liquidation, dissolution or winding-up, will be deemed to
materially and adversely affect the rights, preferences, privileges or voting
powers.
The foregoing voting provisions will not apply if, at or prior to the
time when the act with respect to which the vote would otherwise be required
will be effected, all outstanding shares of the class or series of preferred
stock will have been redeemed or called for redemption upon proper notice and
sufficient funds will have been irrevocably deposited in trust to effect the
redemption.
Under the Delaware General Corporation Law, holders of outstanding shares
of a series of preferred stock may be entitled to vote as a separate class on
a proposed amendment to the terms of that series of preferred stock or our
certificate of incorporation , if the amendment would:
(1) increase or decrease the aggregate number of authorized shares of
that series of preferred stock;
(2) increase or decrease the par value of the shares of that series of
preferred stock; or
(3) alter or change the powers, preferences or special rights of the
shares of such class so as to affect them adversely,
in which case the approval of the proposed amendment would require the
affirmative vote of at least a majority of the outstanding shares of that
series of preferred stock.
CONVERSION RIGHTS
The terms and conditions, if any, upon which any class or series of
preferred stock are convertible into or exchangeable for other securities or
rights of Webster Financial or other issuers, including, without limitation,
common stock, debt securities, trust preferred securities or another series of
preferred stock, or any combination of the foregoing will be set forth in the
applicable prospectus supplement or term sheet relating to the preferred
stock. The terms will include the name of the issuer of the other securities
or rights and the number or principal amount of the securities or rights into
which the shares of preferred stock are convertible or exchangeable, the
conversion or exchange price or rate or the manner of calculating the price,
the conversion or exchange date(s) or period(s), provisions as to whether
conversion or exchange will be at the option of the holders of the preferred
stock or at Webster Financial's or other issuer's option, the events requiring
an adjustment of the conversion or exchange price or rate and provisions
affecting conversion or exchange in the event of the redemption of the series
of preferred stock.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the preferred stock will be American
Stock Transfer & Trust Company.
DESCRIPTION OF DEPOSITARY SHARES
The following description, together with the applicable prospectus
supplements, summarizes all the material terms and provisions of the
depositary shares that we may offer under this prospectus and the related
deposit agreements and depositary receipts. Specific deposit agreements and
depositary receipts will contain additional important terms and provisions and
will be incorporated by reference into the registration statement which
includes this prospectus before we issue any depositary shares.
This summary of depositary agreements, depositary shares and depositary
receipts relates to terms and conditions applicable to these types of
securities generally. The particular terms of any series of depositary shares
will be summarized in the applicable prospectus supplement. If indicated in
the applicable prospectus supplement, the terms of any series may differ from
the terms summarized below.
GENERAL
We may elect to offer fractional shares of preferred stock rather than
full shares of preferred stock. If so, we will issue "depositary receipts" for
these "depositary shares." Each depositary share will represent a fraction of
a share of a particular series of preferred stock. Each holder of a depositary
share will be entitled, in proportion to the fraction of preferred stock
represented by that depositary share, to the rights and preferences of the
preferred stock, including dividend, voting, redemption, conversion and
liquidation rights, if any. We will enter into a deposit agreement with a
depositary, which will be named in the related prospectus supplement.
In order to issue depositary shares, we will issue preferred stock and
immediately deposit these shares with the depositary. The depositary will then
issue and deliver depositary receipts to the persons who purchase depositary
shares. Each whole depositary share issued by the depositary may represent a
fraction of a share held by the depositary. The depositary will issue
depositary receipts in a form that reflects whole depositary shares, and each
depositary receipt may evidence any number of whole depositary shares.
Pending the preparation of definitive engraved depositary receipts, a
depositary may, upon our written order, issue temporary depositary receipts,
which will temporarily entitle the holders to all the rights pertaining to the
definitive depositary receipts. We will bear the costs and expenses of
promptly preparing definitive depositary receipts and of exchanging the
temporary depositary receipts for definitive depositary receipts.
DIVIDENDS AND OTHER DISTRIBUTIONS
The depositary will distribute all cash and non-cash dividends and
distributions it receives with respect to the underlying preferred stock to
the record holders of depositary shares in proportion to the number of
depositary shares they hold. In the case of non-cash distributions, the
depositary may determine that it is not feasible to make the distribution. If
so, the depositary may, with our approval, sell the property and distribute
the net proceeds from the sale to the holders. The amounts distributed by the
depositary will be reduced by any amount required to be withheld by us or the
depositary on account of taxes.
REDEMPTION OF DEPOSITARY SHARES
If we redeem the series of preferred stock that underlies the depositary
shares, the depositary will redeem the depositary shares from the proceeds it
receives from the redemption of the preferred stock it holds. The depositary
will redeem the number of depositary shares that represent the amount of
underlying preferred stock that we have redeemed. The redemption price for
depositary shares will be in proportion to the redemption price per share that
we paid for the underlying preferred stock. If we redeem less than all of the
depositary shares, the depositary will select which depositary shares to
redeem by lot, or some substantially equivalent method.
After a redemption date is fixed, the depositary shares to be redeemed no
longer will be considered outstanding. The rights of the holders of the
depositary shares will cease, except for the rights to receive money or other
property upon redemption. In order to redeem their depositary shares, holders
will surrender their depositary receipts to the depositary.
VOTING THE PREFERRED STOCK
We will notify the depositary about any meeting at which the holders of
preferred stock are entitled to vote, and the depositary will mail the
information to the record holders of depositary shares related to that
preferred stock. Each record holder of depositary shares on the record date
will be entitled to instruct the depositary on how to vote the shares of
preferred stock represented by that holder's depositary shares. The depositary
will vote the preferred stock represented by the depositary shares in
accordance with these instructions, provided the depositary receives these
instructions sufficiently in advance of the meeting. If the depositary does
not receive instructions from the holders of the depositary shares, the
depositary will abstain from voting the preferred stock that underlies those
depositary shares.
WITHDRAWAL OF PREFERRED STOCK
When a holder surrenders depositary receipts at the corporate trust
office of the depositary, and pays any necessary taxes, charges or other fees,
the holder will be entitled to receive the number of whole shares of the
related series of preferred stock, and any money or other property, if any,
represented by the holder's depositary shares. Once a holder exchanges
depositary shares for whole shares of preferred stock, that holder cannot
"re-deposit" these shares of preferred stock with the depositary, or exchange
them for depositary shares. If a holder delivers depositary receipts that
represent a number of depositary shares that exceeds the number of whole
shares of related preferred stock the holder seeks to withdraw, the depositary
will issue a new depositary receipt to the holder that evidences the excess
number of depositary shares.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
Webster Financial and the depositary can agree, at any time, to amend the
form of depositary receipt and any provisions of the depositary receipt and
any provisions of the deposit agreement. However, if an amendment has a
material adverse effect on the rights of the holders of related depositary
shares, the holders of at least a majority of the depositary shares then
outstanding must first approve the amendment. Every holder of a depositary
receipt at the time an amendment becomes effective will be bound by the
amended deposit agreement. However, subject to any conditions in the deposit
agreement or applicable law, no amendment can impair the right of any holder
of a depositary share to receive shares of the related preferred stock, or any
money or other property represented by the depositary shares, when they
surrender their depositary receipts.
We can terminate the deposit agreement at any time, as long as the
depositary mails notice of termination to the record holders of depositary
shares then outstanding at least 30 days prior to the date fixed for
termination. Upon termination, the depositary shall deliver to each holder of
depositary receipts, upon surrender of the depositary receipts held by such
holder, such number of whole or fractional shares of preferred stock as are
represented by the depositary shares evidenced by such depositary receipts,
together with any other property held by the depositary with respect to such
depositary receipt.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and the government charges that
relate solely to the depositary arrangements. We will also pay the charges of
each depositary, including charges in connection with the initial deposit of
the related series of preferred stock, the initial issuance of the depositary
shares, and all withdrawals of shares of the related series of preferred
stock. However, holders of depositary receipts will pay the fees and expenses
of the depositary for any duties requested by such holders to be performed
which are outside of those expressly provided for in the deposit agreement.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering written notice of its
decision to us. We may remove the depositary at any time. Any resignation or
removal will take effect when we appoint a successor depositary. We must
appoint the successor depositary within 60 days after delivery of the notice
of resignation or removal. The successor depositary must be a bank or trust
company that has its principal office in the United States and has a combined
capital and surplus of at least $50,000,000.
MISCELLANEOUS
We will be required to furnish certain information to the holders of the
preferred stock underlying any depositary shares. The depositary, as the
holder of the underlying preferred stock, will forward any report or
information it receives from us to the holders of depositary shares.
Neither the depositary nor Webster Financial will be liable if its
ability to perform its obligations under the deposit agreement is prevented or
delayed by law or any circumstance beyond its control. Both Webster Financial
and the depositary will be obligated to use their best judgment and to act in
good faith in performing its duties under the deposit agreement. Each of
Webster Financial and the depositary will be liable only for gross negligence
and willful misconduct in performing their duties under the deposit agreement.
They will not be obligated to appear in, prosecute or defend any legal
proceeding with respect to any depositary receipts, depositary shares or
preferred stock unless they receive what they, in their sole discretion,
determine to be a satisfactory indemnity from one or more holders of the
depositary shares. Webster Financial and the depositary will evaluate any
proposed indemnity in order to determine whether the financial protection
afforded by the indemnity is sufficient to reduce each party's risk to a
satisfactory and customary level. Webster Financial and the depositary may
rely on the advice of legal counsel or accountants of their choice. They may
also rely on information provided by persons they believe, in good faith, to
be competent, and on documents they believe, in good faith, to be genuine.
The applicable prospectus supplement will identify the depositary's
corporate trust office. Unless the prospectus supplement indicates otherwise,
the depositary will act as transfer agent and registrar for depositary
receipts, and if we redeem shares of preferred stock, the depositary will act
as redemption agent for the corresponding depositary receipts.
TITLE
Webster Financial, each depositary and any agent of Webster Financial or
the applicable depositary may treat the registered owner of any depositary
share as the absolute owner of the depositary shares for all purposes,
including making payment, regardless of whether any payment in respect of the
depositary share is overdue and regardless of any notice to the contrary.
DESCRIPTION OF WARRANTS
GENERAL
We may issue warrants to purchase our debt securities, common stock or
preferred stock, which are collectively referred to in this prospectus as
"underlying warrant securities." We may issue warrants independently or
together with any underlying warrant securities and may be attached to or
separate from those underlying warrant securities. We will issue the warrants
under warrant agreements to be entered into between us and a bank or trust
company, as warrant agent, as more fully described in the applicable
prospectus supplement or term sheet. The warrant agent will act solely as our
agent in connection with the warrants of the series being offered and will not
assume any obligation or relationship of agency or trust for or with any
holders or beneficial owners of warrants.
The applicable prospectus supplement or term sheet will contain a
description of the following terms:
(1) the title of the warrants;
(2) the designation, amount and terms of the underlying warrant
securities for which the warrants are exercisable;
(3) the designation and terms of the underlying warrant securities, if
any, with which the warrants are to be issued and the number of
warrants issued with each underlying warrant security;
(4) the price or prices at which the warrants will be issued;
(5) the aggregate number of warrants;
(6) any provisions for adjustment of the number or amount of securities
receivable upon exercise of the warrants or the exercise price of the
warrants;
(7) the price or prices at which the underlying warrant securities
purchasable upon exercise of the warrants may be purchased;
(8) if applicable, the date on and after which the warrants and the
underlying warrant securities purchasable upon exercise of the
warrants will be separately transferable;
(9) if applicable, a discussion of the material United States federal
income tax considerations applicable to the exercise of the warrants;
(10) any other terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants;
(11) the date on which the right to exercise the warrants will commence,
and the date on which the right will expire;
(12) the currency or currencies, including composite currencies, on which
the exercise price of the warrants may be payable;
(13) the maximum or minimum number of warrants which may be exercised at
any time;
(14) information with respect to book-entry procedures, if any; and
(15) any other terms, including terms, procedures and limitations
relating to the exercise and exchange of the warrants.
EXERCISE OF WARRANTS
Each warrant will entitle the holder of warrants to purchase for cash the
amount of debt securities, shares of preferred stock, or shares of common
stock at the exercise price as will in each case be set forth in, or be
determinable as set forth in, the prospectus supplement or term sheet relating
to the warrants we will offer. Holders may exercise warrants at any time up to
the close of business on the expiration date set forth in the prospectus
supplement or term sheet relating to the warrants offered thereby. After the
close of business on the expiration date, unexercised warrants will become
void.
Holders of warrants may exercise as set forth in the prospectus
supplement or term sheet relating to the warrants we will offer. Upon receipt
of payment and the warrant certificate properly completed and duly executed at
the corporate trust office of the warrant agent or any other office indicated
in the prospectus supplement or term sheet, we will, as soon as practicable,
forward the underlying warrant securities purchasable upon exercise of the
warrants. If a holder exercises less than all of the warrants represented by
the warrant certificate, the warrant agent will issue a new warrant
certificate for the remaining warrants.
DESCRIPTION OF TRUST PREFERRED SECURITIES
Webster Capital Trust will issue the trust preferred securities under the
trust agreement, which will represent beneficial interests in Webster Capital
Trust. The holders of the trust preferred beneficial interests will be
entitled to a preference over the trust common securities of Webster Capital
Trust with respect to the payment of distributions and amounts payable on
redemption of the trust preferred securities or the liquidation of Webster
Capital Trust under the circumstances described under "--Subordination of
Trust Common Securities." The term "trust securities" as used in this
prospectus collectively means the trust common securities and the trust
preferred securities. Webster Capital Trust will qualify the trust agreement
under the Trust Indenture Act; the trust agreement is subject to, and governed
by, the Trust Indenture Act. This summary of certain terms and provisions of
the trust preferred securities and the trust agreement does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all of the provisions of the trust preferred securities and the trust
agreement, including the definitions of certain terms, and those made a part
of the trust agreement by the Trust Indenture Act.
Webster Capital Trust will describe the specific terms of the trust
preferred securities it is offering in the applicable prospectus supplement or
term sheet, including
(1) the specific designation, number and purchase price of the trust
preferred securities;
(2) the annual distribution rate, or method of calculation of the
distribution rate, for the trust preferred securities and, if
applicable, the dates from which and upon which distributions will
accumulate and be payable and the record dates, and the maximum
extension period for which distributions may be deferred;
(3) the liquidation amount per trust preferred security which will be
paid out of the assets of Webster Capital Trust to the holders upon
voluntary or involuntary dissolution, winding-up and liquidation of
Webster Capital Trust;
(4) the obligation or right, if any, of Webster Capital Trust to purchase
or redeem its trust preferred securities and the price or prices at
which, the date or dates on which or period or periods within which
and the terms and conditions upon which, Webster Capital Trust will
or may purchase or redeem, in whole or in part, the trust preferred
securities pursuant to its obligation or right to purchase or redeem;
(5) the terms and conditions, if any, upon which the trust preferred
securities may be converted or exchanged, in addition to the
circumstances described herein, into other securities or rights, or a
combination of the foregoing, including the name of the issuer of the
securities or rights, the initial conversion or exchange price or
rate per trust preferred security and the date or dates on which or
period or periods within which the conversion or exchange may be
effected;
(6) if applicable, any securities exchange upon which the trust preferred
securities will be listed;
(7) whether the trust preferred securities are issuable in book-entry
only form and, if so, the identity of the depository and disclosure
relating to the depository arrangements; and
(8) any other rights, preferences, privileges, limitations or
restrictions of the trust preferred securities consistent with the
trust agreement or with applicable law, which may differ from those
described herein.
Webster Capital Trust will also describe certain material United States
federal income tax considerations applicable to any offering of trust
preferred securities in the applicable prospectus supplement or term sheet.
GENERAL
The trust preferred securities of Webster Capital Trust will rank
equally, and payments will be made on the trust preferred securities equally,
with the trust common securities of Webster Capital Trust except as described
under "--Subordination of Trust Common Securities." Webster Capital Trust will
use the proceeds from the sale of trust preferred securities and trust common
securities to purchase an aggregate principal amount of junior subordinated
debentures of Webster Financial equal to the aggregate liquidation amount of
such the preferred securities and trust common securities. The property
trustee of Webster Capital Trust will hold legal title to the junior
subordinated debentures for the benefit of the holders of the related trust
securities. In addition, Webster Financial will execute a guarantee for the
benefit of the holders of the related trust preferred securities. The
guarantees will not guarantee payment of distributions or amounts payable on
redemption of the trust preferred securities or liquidation of Webster Capital
Trust when it does not have funds legally available for payment. See
"Description Of Guarantees."
The revenue of Webster Capital Trust available for distribution to
holders of its trust preferred securities will be limited to payments under
the related junior subordinated debentures which Webster Capital Trust
purchased with the proceeds from the sale of its trust securities. If Webster
Financial fails to make a required payment in respect of the junior
subordinated debentures, Webster Capital Trust will not have sufficient funds
to make the related payments, including distributions, in respect of its trust
preferred securities.
DEFERRAL OF DISTRIBUTIONS
So long as no junior subordinated debenture event of default has occurred
and is continuing, we will have the right under the junior subordinated
debenture indenture to defer the payment of interest on the junior
subordinated debentures at any time or from time to time for up to the maximum
extension period specified in the applicable prospectus supplement or term
sheet, provided that an extension period must end on an interest payment date
and may not extend beyond the stated maturity of the junior subordinated
debentures. If we elect to exercise our right to defer, Webster Capital Trust
will defer distributions on the related trust preferred securities during any
extension period. Distributions to which holders of the trust preferred
securities are entitled during any extension period will continue to
accumulate additional distributions specified in the applicable prospectus
supplement or term sheet; provided that the additional distributions may not
exceed the interest rate accruing on the related junior subordinated
debentures. We have no current intention to exercise our right to defer
payments of interest on the junior subordinated debentures it may issue and,
accordingly, distributions on the related trust preferred securities.
REDEMPTION
Upon the repayment at the stated maturity or redemption, in whole or in
part, before the stated maturity of the junior subordinated debentures, the
property trustee will apply the proceeds from the repayment or redemption to
redeem an aggregate liquidation amount of the related trust securities equal
to the aggregate principal amount of the junior subordinated debentures so
repaid or redeemed, upon not less than 30 nor more than 60 days' prior written
notice, at a redemption price equal to the aggregate liquidation amount plus
accumulated distributions to the redemption date. Webster Capital Trust will
redeem trust securities and pay the applicable redemption price on the
redemption date only to the extent that it has funds legally available for the
payment thereof. See "--Subordination of Trust Common Securities."
If Webster Financial redeems less than all of the junior subordinated
debentures before the stated maturity of the junior subordinated debentures,
then Webster Capital Trust will use the proceeds of the redemption to redeem
the related trust securities proportionately between its trust preferred
securities and trust common securities except as described under
"--Subordination of Trust Common Securities." If Webster Capital Trust redeems
less than all of the trust preferred securities held in book-entry form, if
any, Webster Capital Trust will redeem the trust preferred securities in
accordance with the procedures of The Depository Trust Company, also known as
DTC. See "--Global Trust Preferred Securities."
REDEMPTION PROCEDURES
If Webster Capital Trust gives a notice of redemption in respect of its
trust preferred securities, then, by 12:00 noon, New York City time, on the
redemption date, to the extent funds are legally available,
o with respect to trust preferred securities held by DTC or its
nominee, the property trustee will deposit, or cause the paying agent
for the trust preferred securities to deposit, irrevocably with DTC
funds sufficient to pay the applicable redemption price and
o with respect to trust preferred securities held in certificated form,
the property trustee will irrevocably deposit with the paying agent
funds sufficient to pay the applicable redemption price and will give
the paying agent irrevocable instructions and authority to pay the
applicable redemption price to the holders upon surrender of their
certificates evidencing the trust preferred securities.
If Webster Capital Trust has given a notice of redemption and has deposited
funds irrevocably as required, then, upon the date of such deposit, all rights
of the holders of the trust preferred securities called for redemption will
cease, except the right of the holders to receive the applicable redemption
price, but without interest thereon, and the trust preferred securities will
cease to be outstanding. In the event that any redemption date is not a
business day, then Webster Capital Trust will pay the applicable redemption
price payable on that date on the next succeeding day that is a business day,
and without any interest or other payment in respect of any delay, with the
same force and effect as if made on that date. In the event that Webster
Capital Trust or Webster Financial improperly withholds payment or refuses to
pay and has not paid the applicable redemption price under the guarantee as
described under "Description Of Guarantees."
o distributions on the related trust preferred securities will continue
to accumulate from the redemption date originally established by
Webster Capital Trust to the date the applicable redemption price is
actually paid and
o the actual payment date will be the redemption date for purposes of
calculating the applicable redemption price.
Subject to applicable law, including, without limitation, United States
federal securities law, Webster Financial or its subsidiaries may at any time
and from time to time purchase outstanding trust preferred securities by
tender, in the open market or by private agreement.
LIQUIDATION OF WEBSTER CAPITAL TRUST AND DISTRIBUTION OF JUNIOR SUBORDINATED
DEBENTURES
Webster Financial will have the right at any time to dissolve Webster
Capital Trust and cause the related junior subordinated debentures to be
distributed to the holders of the trust securities of Webster Capital Trust in
liquidation of Webster Capital Trust after satisfaction of liabilities to
creditors of Webster Capital Trust as required by applicable law. This right
to dissolve is subject to Webster Financial having received an opinion of
counsel to the effect that the distribution will not be a taxable event to
holders of the trust preferred securities of Webster Capital Trust and subject
to any regulatory approval.
Webster Capital Trust will automatically dissolve upon the first to occur
of:
(1) certain events of bankruptcy, dissolution or liquidation of Webster
Financial;
(2) the distribution of the related junior subordinated debentures to the
holders of the trust securities of Webster Capital Trust, if Webster
Financial, as sponsor, has given written direction to the property
trustee to dissolve Webster Capital Trust, which direction is
optional and, except as described above, wholly within the discretion
of Webster Financial, as sponsor;
(3) the conversion, exchange or redemption of all of the trust securities
of Webster Capital Trust;
(4) expiration of the term of Webster Capital Trust; and
(5) the entry of an order for the dissolution of Webster Capital Trust by
a court of competent jurisdiction.
If a dissolution occurs as described in clause (1), (2), (4) or (5)
above, the issuer trustees will liquidate Webster Capital Trust as
expeditiously as the issuer trustees determine to be possible by distributing,
after satisfaction of liabilities to creditors of Webster Capital Trust as
provided by applicable law, to the holders of the trust securities the related
junior subordinated debentures. If the property trustee determines that the
distribution is not practicable, in which event the holders will be entitled
to receive out of the assets of Webster Capital Trust legally available for
distribution to holders, after satisfaction of liabilities to creditors of
Webster Capital Trust as provided by applicable law, a liquidation
distribution, which is an amount equal to the aggregate of the liquidation
amount per trust security specified in the applicable prospectus supplement or
term sheet plus accumulated distributions thereon to the date of payment. If
Webster Capital Trust can only pay the liquidation distribution in part
because it has insufficient assets legally available to pay in full the
aggregate liquidation distribution, then Webster Capital Trust will pay
amounts on its trust securities proportionately, except that if a junior
subordinated debenture event of default has occurred and is continuing, the
trust preferred securities of Webster Capital Trust will have a priority over
the trust common securities of Webster Capital Trust in respect of liquidation
distributions. See "--Subordination of Trust Common Securities."
After a date is fixed for any distribution of junior subordinated
debentures to holders of the related trust securities,
(1) the trust securities will no longer be deemed to be outstanding;
(2) each registered global certificate, if any, representing the trust
securities will be exchanged for a registered global certificate
representing the junior subordinated debentures to be delivered upon
distribution; and
(3) any trust securities in certificated form will be deemed to represent
junior subordinated debentures having a principal amount equal to the
liquidation amount of the trust securities, and bearing accrued
interest in an amount equal to the accumulated distributions on the
trust securities until certificates are presented to the
administrative trustees or their agent for cancellation, whereupon
Webster Financial will issue to the holder, and the junior
subordinated debenture trustee will authenticate, junior subordinated
debentures in certificated form.
There can be no assurance as to the market prices for the trust preferred
securities or the junior subordinated debentures that may be distributed in
exchange for the trust preferred securities if a dissolution and liquidation
of Webster Capital Trust were to occur. Accordingly, the trust preferred
securities that an investor may purchase, or the junior subordinated
debentures that the investor may receive on dissolution and liquidation of
Webster Capital Trust, may trade at a discount to the price that the investor
paid to purchase the trust preferred securities.
SUBORDINATION OF TRUST COMMON SECURITIES
Webster Capital Trust will pay distributions on, and the applicable
redemption price of, the trust securities equally among its trust preferred
securities and its trust common securities based on their respective
liquidation amounts; provided, however, that if on any distribution date or
redemption date a junior subordinated debenture event of default has occurred
and is continuing, Webster Capital Trust will not pay any distribution on, or
applicable redemption price of, any of its trust common securities, and will
not make any other payment on account of the redemption, liquidation or other
acquisition of the trust common securities, unless payment in full in cash of
all accumulated distributions on all of the outstanding trust preferred
securities of Webster Capital Trust for all distribution periods terminating
on or before the redemption, liquidation or other acquisition, or in the case
of payment of the applicable redemption price, the full amount of the
redemption price, will have been made or provided for. The property trustee
will apply all available funds first to the payment in full in cash of all
distributions on, or applicable redemption price of, the trust preferred
securities then due and payable.
Upon the occurrence and continuance of an event of default under the
trust agreement, Webster Financial, as the holder of the trust common
securities of Webster Capital Trust, will be deemed to have waived any right
to act with respect to that event of default until the effect of the event of
default will have been cured, waived or otherwise eliminated. Until any event
of default has been so cured, waived or otherwise eliminated, the property
trustee will act solely on behalf of the holders of the trust preferred
securities of Webster Capital Trust and not on behalf of Webster Financial as
the trust common securities holder, and only the holders of the trust
preferred securities will have the right to direct the property trustee to act
on their behalf.
EVENTS OF DEFAULT; NOTICE
The occurrence of a junior subordinated debenture event of default, as
described under "Description Of Junior Subordinated Debentures--Junior
Subordinated Debenture Events of Default," will constitute an event of default
under the trust agreement. Within five business days after the occurrence of
an event of default under the trust agreement actually known to the property
trustee, the property trustee will transmit notice of that event of default to
the holders of the trust preferred securities of Webster Capital Trust, the
administrative trustees and Webster Financial, as sponsor, unless the event of
default will have been cured or waived.
For a discussion of the limited circumstances in which holders of trust
preferred securities may bring a direct action against Webster Financial, see
"Description Of Junior Subordinated Debentures--Enforcement of Certain Rights
by Holders of Trust Preferred Securities."
REMOVAL OF ISSUER TRUSTEES
Unless a junior subordinated debenture event of default has occurred and
is continuing, Webster Financial, as the holder of trust common securities of
Webster Capital Trust, may remove the issuer trustees at any time. If a junior
subordinated debenture event of default has occurred and is continuing, only
the holders of a majority in liquidation amount of the outstanding trust
preferred securities of Webster Capital Trust may remove the property trustee
and the Delaware trustee at such time. In no event will the holders of the
trust preferred securities have the right to vote to appoint, remove or
replace the administrative trustees, which voting rights are vested
exclusively in Webster Financial as the trust common securities holder. No
resignation or removal of an issuer trustee, and no appointment of a successor
trustee, will be effective until the acceptance of appointment by the
successor trustee in accordance with the provisions of the trust agreement.
MERGER OR CONSOLIDATION OF ISSUER TRUSTEES
Any person into which the property trustee, the Delaware trustee or any
administrative trustee that is not a natural person may be merged or converted
or with which it may be consolidated, or any person resulting from any merger,
conversion or consolidation to which an issuer trustee will be a party, or any
person succeeding to all or substantially all the corporate trust business of
that issuer trustee, will be the successor of that issuer trustee under the
trust agreement, provided that person will be otherwise qualified and
eligible.
MERGERS, CONVERSIONS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF WEBSTER
CAPITAL TRUST
Webster Capital Trust may not merge with or into, convert into,
consolidate, amalgamate, or be replaced by, or convey, transfer or lease its
properties and assets as an entirety or substantially as an entirety to any
corporation or other person, except as described below or as otherwise
described under "--Liquidation of Webster Capital Trust and Distribution of
Junior Subordinated Debentures." Webster Capital Trust may, at the request of
Webster Financial, as sponsor, with the consent of the administrative trustees
but without the consent of the holders of its trust preferred securities,
merge with or into, convert into, consolidate, amalgamate, or be replaced by
or convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to a trust organized as such under the laws of
any state of the United States; provided, that:
(1) the successor entity either:
o expressly assumes all of the obligations of Webster Capital
Trust with respect to the trust securities of Webster Capital
Trust or
o substitutes for the trust securities of Webster Capital Trust
successor securities, which are securities having substantially
the same terms as the trust securities, so long as the successor
securities rank the same as the trust securities rank in
priority with respect to distributions and payments upon
liquidation, redemption and otherwise;
(2) Webster Financial expressly appoints a trustee of the successor
entity possessing the same powers and duties as the property trustee
with respect to the related junior subordinated debentures;
(3) the successor securities are listed, or any successor securities will
be listed upon notification of issuance, on each national securities
exchange or other organization on which the trust securities of
Webster Capital Trust are then listed, if any;
(4) the merger, conversion, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the trust securities,
including any successor securities, of Webster Capital Trust or the
related junior subordinated debentures to be downgraded or placed
under surveillance or review by any nationally recognized statistical
rating organization;
(5) the merger, conversion, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the holders of the trust securities,
including any successor securities, of Webster Capital Trust in any
material respect, other than any dilution of the holders' interests
in the new entity;
(6) the successor entity has a purpose substantially identical to that of
Webster Capital Trust;
(7) prior to the merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease, Webster Financial has
received an opinion from independent counsel to Webster Capital Trust
experienced in these matters to the effect that:
o the merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of
the trust securities, including any successor securities, of
Webster Capital Trust in any material respect, other than any
dilution of the holders' interests in the new entity, and
o following the merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither Webster
Capital Trust nor the successor entity will be required to
register as an investment company under the Investment Company
Act of 1940, as amended; and
(8) Webster Financial or any permitted successor or assignee owns all of
the common securities of the successor entity and guarantees the
obligations of the successor entity under the successor securities at
least to the extent provided by the guarantee.
Notwithstanding the foregoing, Webster Capital Trust will not, except with the
consent of each holder of its trust securities, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties
and assets as an entirety or substantially as an entirety to any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if the consolidation, amalgamation, merger, replacement,
conveyance, transfer or lease would cause Webster Capital Trust or the
successor entity not to be classified as a grantor trust for United States
federal income tax purposes.
VOTING RIGHTS; AMENDMENT OF TRUST AGREEMENT
Except as provided below and under "--Mergers, Conversions,
Consolidations, Amalgamations or Replacements of Webster Capital Trust" and
"Description Of Guarantees--Amendments and Assignment" and as otherwise
required by law and the trust agreement, the holders of trust preferred
securities will have no voting rights.
Webster Financial, the property trustee and the administrative trustees
may amend from time to time the trust agreement, without the consent of the
holders of the trust securities of Webster Capital Trust,
(1) to cure any ambiguity, correct or supplement any provisions in the
trust agreement that may be inconsistent with any other provision, or
to make any other provisions with respect to matters or questions
arising under the trust agreement, which will not be inconsistent
with the other provisions of the trust agreement, or
(2) to modify, eliminate or add to any provisions of the trust agreement
if necessary to ensure that Webster Capital Trust will be classified
for United States federal income tax purposes as a grantor trust at
all times that any of its trust securities are outstanding or to
ensure that Webster Capital Trust will not be required to register as
an investment company under the Investment Company Act;
provided, however, that in the case of (1) above, the modification will not
adversely affect in any material respect the interests of the holders of the
trust securities.
The issuer trustees and Webster Financial may amend from time to time the
trust agreement
o with the consent of holders of a majority in liquidation amount of
the outstanding trust securities of Webster Capital Trust, and
o upon receipt by the issuer trustees of an opinion of nationally
recognized counsel experienced in these matters to the effect that
the amendment or the exercise of any power granted to the issuer
trustees in accordance with the amendment will not affect Webster
Capital Trust's status as a grantor trust for United States federal
income tax purposes or Webster Capital Trust's exemption from status
as an investment company under the Investment Company Act;
provided, however, that, without the consent of each holder of such
trust securities, the trust agreement may not be amended to
o change the distribution rate, or manner of calculation of the
distribution rate, amount, timing or currency or otherwise adversely
affect the method of any required payment,
o change the purpose of Webster Capital Trust,
o authorize the issuance of any additional beneficial interests in
Webster Capital Trust,
o change the conversion, exchange or redemption provisions,
o change the conditions precedent for Webster Financial to elect to
dissolve Webster Capital Trust and distribute the related junior
subordinated debentures to the holders of the trust securities,
o change the liquidation distribution or other provisions relating to
the distribution of amounts payable upon the dissolution and
liquidation of Webster Capital Trust,
o affect the limited liability of any holder of the trust securities or
o restrict the right of a holder of the trust securities to institute
suit for the enforcement of any required payment on or after the due
date therefor or for the conversion or exchange of the trust
securities in accordance with their terms.
So long as the property trustee holds any junior subordinated debentures,
the issuer trustees will not
o direct the time, method and place of conducting any proceeding for
any remedy available to the junior subordinated debenture trustee, or
execute any trust or power conferred on the property trustee, with
respect to the junior subordinated debentures,
o waive certain past defaults under the junior subordinated debenture
indenture,
o exercise any right to rescind or annul a declaration of acceleration
of the maturity of the principal of the junior subordinated
debentures or
o consent to any amendment, modification or termination of the junior
subordinated debenture indenture or the junior subordinated
debentures, where consent will be required, without, in each case,
obtaining the prior approval of the holders of a majority in
liquidation amount of all outstanding trust preferred securities of
Webster Capital Trust;
provided, however, that where a consent under the junior subordinated
debenture indenture would require the consent of each holder of junior
subordinated debentures affected thereby, the property trustee will not
consent without the prior approval of each holder of the related trust
preferred securities. The issuer trustees will not revoke any action
previously authorized or approved by a vote of the holders of trust preferred
securities except by subsequent vote of the holders. The property trustee will
notify each holder of trust preferred securities of any notice of default with
respect to the related junior subordinated debentures. In addition to
obtaining approvals of holders of trust preferred securities referred to
above, prior to taking any of the foregoing actions, the issuer trustees will
obtain an opinion of nationally recognized counsel experienced in these
matters to the effect that Webster Capital Trust will not be classified as an
association taxable as a corporation for United States federal income tax
purposes on account of such action.
Any required approval of holders of trust preferred securities may be
given at a meeting of the holders convened for this purpose or by written
consent. The property trustee will cause a notice of any meeting at which
holders of trust preferred securities are entitled to vote, or of any matter
upon which action by written consent of the holders is to be taken, to be
given to each holder of record of trust preferred securities in the manner set
forth in the trust agreement.
Notwithstanding that holders of trust preferred securities are entitled
to vote or consent under any of the circumstances referred to above, any trust
preferred securities that are owned by Webster Financial or any affiliate of
Webster Financial will, for purposes of this vote or consent, be treated as if
they were not outstanding.
GLOBAL TRUST PREFERRED SECURITIES
If specified in the applicable prospectus supplement or term sheet, trust
preferred securities may be represented by one or more global certificates
deposited with, or on behalf of, DTC, or other depository identified in the
prospectus supplement or term sheet, or a nominee DTC or other depository, in
each case for credit to an account of a participant in DTC or other
depository. The identity of the depository and the specific terms of the
depository arrangements with respect to the trust preferred securities to be
represented by one or more global certificates will be described in the
applicable prospectus supplement or term sheet. However, unless otherwise
specified in the applicable prospectus supplement or term sheet, DTC will be
the depository and the depository arrangements described in this prospectus.
PAYMENT AND PAYING AGENT
Payments in respect of any global certificate representing trust
preferred securities will be made to Cede & Co. as nominee of DTC or other
applicable depository or its nominee, which will credit the relevant accounts
at DTC or other depository on the applicable payment dates, while payments in
respect of trust preferred securities in certificated form will be made by
check mailed to the address of the holder entitled thereto as the address will
appear on the register. The paying agent will initially be the property
trustee and any co-paying agent chosen by the property trustee and acceptable
to the administrative trustees and Webster Financial. The paying agent will be
permitted to resign as paying agent upon 30 days' prior written notice to the
property trustee, the administrative trustees and Webster Financial. In the
event that the property trustee will no longer be the paying agent, the
administrative trustees will appoint a successor, which will be a bank or
trust company acceptable to the administrative trustees and Webster Financial,
to act as paying agent.
REGISTRAR AND TRANSFER AGENT
The property trustee will act as registrar and transfer agent for the
trust preferred securities.
Registration of transfers of trust preferred securities will be effected
without charge by or on behalf of Webster Capital Trust, but upon payment of
any tax or other governmental charges that may be imposed in connection with
any transfer or exchange. Webster Capital Trust will not be required to
register or cause to be registered the transfer of its trust preferred
securities after they have been converted, exchanged, redeemed or called for
redemption.
INFORMATION CONCERNING THE PROPERTY TRUSTEE
The property trustee, other than during the occurrence and continuance of
an event of default under the trust agreement, will undertake to perform only
the duties as are specifically set forth in the trust agreement and, during
the continuance of that event of default, must exercise the same degree of
care and skill as a prudent person would exercise or use in the conduct of his
or her own affairs. Subject to the foregoing, the property trustee will not be
under any obligation to exercise any of the powers vested in it by the trust
agreement at the request of any holder of the related trust securities unless
it is offered reasonable indemnity against the costs, expenses and liabilities
that might be incurred thereby. If no event of default has occurred and is
continuing and the property trustee is required to decide between alternative
causes of action, construe ambiguous provisions in the trust agreement or is
unsure of the application of any provision of the trust agreement, and the
matter is not one on which holders of trust preferred securities or trust
common securities are entitled under the trust agreement to vote, then the
property trustee will take the action as is directed by Webster Financial and
if not so directed, will take the action as it deems advisable and in the best
interests of the holders of the related trust securities and will have no
liability except for its own bad faith, negligence or willful misconduct.
MISCELLANEOUS
The administrative trustees are authorized and directed to conduct the
affairs of and to operate Webster Capital Trust in such a way that
o Webster Capital Trust will not be deemed to be an investment company
required to be registered under the Investment Company Act,
o Webster Capital Trust will be classified as a grantor trust for
United States federal income tax purposes and
o the related junior subordinated debentures will be treated as
indebtedness of Webster Financial for United States federal income
tax purposes.
Webster Financial and the administrative trustees are authorized to take any
action, not inconsistent with applicable law, the certificate of trust of
Webster Capital Trust or the trust agreement, that the administrative trustees
determine in their discretion to be necessary or desirable for those purposes,
as long as that action does not materially adversely affect the interests of
the holders of the related trust securities.
Holders of trust preferred securities will not have any preemptive or
similar rights.
Webster Capital Trust may not borrow money, issue debt, execute mortgages
or pledge any of its assets.
DESCRIPTION OF GUARANTEES
Webster Financial will execute and deliver a guarantee concurrently with
the issuance by Webster Capital Trust of its trust preferred securities for
the benefit of the holders from time to time of the trust preferred securities
and will be held for the holders by a guarantee trustee. Webster Financial
will qualify the guarantee as an indenture under the Trust Indenture Act; the
guarantee is subject to, and governed by, the Trust Indenture Act. This
summary of certain terms and provisions of a guarantee does not purport to be
complete and is subject to, and qualified in its entirety by reference to, all
of the provisions of the guarantee, including the definitions of terms, and
those made a part of the guarantee by the Trust Indenture Act.
GENERAL
Webster Financial will irrevocably agree to pay in full on a subordinated
basis, to the extent set forth herein, the guarantee payments to the holders
of the related trust preferred securities, as and when due, regardless of any
defense, right of set-off or counterclaim that Webster Capital Trust may have
or assert other than the defense of payment. The following payments constitute
guarantee payments with respect to trust preferred securities and, to the
extent not paid by or on behalf of Webster Capital Trust, will be subject to
the guarantee:
(1) any accumulated distributions required to be paid on the trust
preferred securities, to the extent that Webster Capital Trust has
funds legally available therefor at such time;
(2) the applicable redemption price with respect to the trust preferred
securities called for redemption, to the extent that Webster Capital
Trust has funds legally available therefor at such time; or
(3) upon a voluntary or involuntary dissolution and liquidation of
Webster Capital Trust, other than in connection with the distribution
of the related junior subordinated debentures to holders of the trust
preferred securities or the redemption, conversion or exchange of the
trust preferred securities, the lesser of
o the amounts due upon the dissolution and liquidation of Webster
Capital Trust, to the extent that Webster Capital Trust has
funds legally available therefor at the time and
o the amount of assets of Webster Capital Trust remaining
available for distribution to holders of its trust preferred
securities after satisfaction of liabilities to creditors of
Webster Capital Trust as required by applicable law.
Webster Financial's obligation to make a guarantee payment may be satisfied by
direct payment of the required amounts by Webster Financial to the holders of
the trust preferred securities entitled to those payments or by causing
Webster Capital Trust to pay those amounts to the holders.
Webster Financial will, through the guarantee, the trust agreement, the
related junior subordinated debentures and the junior subordinated debenture
indenture, taken together, fully, irrevocably and unconditionally guarantee
all of Webster Capital Trust's obligations under its trust preferred
securities. No single document standing alone or operating in conjunction with
fewer than all of the other documents constitutes the guarantee. It is only
the combined operation of these documents that has the effect of providing a
full, irrevocable and unconditional guarantee of Webster Capital Trust's
obligations under its trust preferred securities.
RANKING
The guarantee will constitute an unsecured obligation of Webster
Financial and will rank
(1) subordinate and junior in right of payment to all other liabilities
of Webster Financial, including the senior debt securities, the
senior subordinated debt securities and the junior subordinated
debentures, except those made equally or subordinate by their terms,
and
(2) senior to all capital stock now or hereafter issued by Webster
Financial and to any guarantee now or hereafter entered into by
Webster Financial in respect of any of its capital stock.
The trust agreement provides that each holder of trust preferred securities by
acceptance of the trust preferred securities agrees to the subordination
provisions and other terms of the related guarantee. The guarantee will rank
equally with all other guarantees to be issued by Webster Financial with
respect to securities of other trusts similar to Webster Capital Trust.
The guarantee will not limit the amount of secured or unsecured debt,
including senior indebtedness under the junior subordinated debenture
indenture, that may be incurred by Webster Financial or any of its
subsidiaries.
GUARANTEE OF PAYMENT
The guarantee will constitute a guarantee of payment and not of
collection. This means that the guaranteed party may institute a legal
proceeding directly against Webster Financial to enforce its rights under the
guarantee without first instituting a legal proceeding against any other
person or entity. A guarantee will not be discharged except by payment of the
related guarantee payments in full to the extent not paid by Webster Capital
Trust or upon distribution of its trust preferred securities to the holders of
the related junior subordinated debentures.
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes that do not materially adversely
affect the rights of holders of the related trust preferred securities, in
which case no approval will be required, the guarantee may not be amended
without the prior approval of the holders of a majority of the liquidation
amount of the outstanding trust preferred securities. The manner of obtaining
any approval will be as set forth under "Description Of Trust Preferred
Securities--Voting Rights; Amendment of a Trust Agreement." All guarantees and
agreements contained in the guarantee will bind the successors, assigns,
receivers, trustees and representatives of Webster Financial and will inure to
the benefit of the holders of the related trust preferred securities then
outstanding.
EVENTS OF DEFAULT
An event of default under a guarantee will occur upon the failure of
Webster Financial to perform any of its payment or other obligations under the
guarantee, provided that, except with respect to a default in respect of any
guarantee payment, Webster Financial will have received notice of the default
and will not have cured the default within 60 days of receipt of a notice of
default. The holders of a majority in liquidation amount of the related trust
preferred securities will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the guarantee trustee
in respect of the guarantee or to direct the exercise of any trust or power
conferred upon the guarantee trustee under the guarantee.
If the guarantee trustee fails to enforce the guarantee, any holder of
the related trust preferred securities may institute a legal proceeding
directly against Webster Financial to enforce its rights under the guarantee
without first instituting a legal proceeding against Webster Capital Trust,
the guarantee trustee or any other person or entity.
TERMINATION
A guarantee will terminate and be of no further force and effect upon
full payment of the applicable redemption price of the related trust preferred
securities, upon full payment of all amounts due upon the dissolution and
liquidation of Webster Capital Trust or upon the conversion or exchange of all
of the related trust preferred securities, whether upon distribution of junior
subordinated debentures to the holders of the trust preferred securities or
otherwise. A guarantee will continue to be effective or will be reinstated, as
the case may be, if at any time any holder of the related trust preferred
securities must restore payment of any sums paid under the trust preferred
securities or the guarantee.
GOVERNING LAW
The guarantee will be governed by and construed in accordance with the
laws of the State of New York.
INFORMATION CONCERNING THE GUARANTEE TRUSTEE
The guarantee trustee, other than during the occurrence and continuance
of a default by Webster Financial in performance of a guarantee, will
undertake to perform only the duties as are specifically set forth in the
guarantee and, during the continuance of that default, must exercise the same
degree of care and skill as a prudent person would exercise or use in the
conduct of his or her own affairs. Subject to the foregoing, the guarantee
trustee will not be under any obligation to exercise any of the powers vested
in it by a guarantee at the request of any holder of the related trust
preferred securities unless it is offered reasonable indemnity against the
costs, expenses and liabilities that might be incurred thereby.
LIMITED PURPOSE OF WEBSTER CAPITAL TRUST
The trust preferred securities will represent preferred beneficial
interests in Webster Capital Trust. Webster Capital Trust exists for the sole
purpose of issuing and selling its trust securities, using the proceeds from
the sale of its trust securities to acquire the related junior subordinated
debentures of Webster Financial and engaging in only those other activities
necessary, advisable or incidental thereto.
RIGHTS UPON DISSOLUTION
Unless the junior subordinated debentures are distributed to holders of
the related trust securities, upon any voluntary or involuntary dissolution
and liquidation of Webster Capital Trust, after satisfaction of the
liabilities of creditors of Webster Capital Trust as required by applicable
law, the holders of the trust securities will be entitled to receive, out of
assets held by Webster Capital Trust, the liquidation distribution in cash.
See "Description of Trust Preferred Securities--Liquidation of Webster Capital
Trust and Distribution of Junior Subordinated Debentures." Upon any voluntary
or involuntary liquidation or bankruptcy of Webster Financial, the property
trustee, as holder of the junior subordinated debentures, would be a creditor
of Webster Financial, subordinated in right of payment to all senior
indebtedness under the junior subordinated debenture indenture, but entitled
to receive payment in full of principal and premium, if any, and interest in
respect of the junior subordinated debentures, before any stockholders of
Webster Financial receive payments or distributions.
DESCRIPTION OF PURCHASE CONTRACTS
AND PURCHASE UNITS
We may issue purchase contracts, representing contracts obligating
holders to purchase from us, and Webster Financial to sell to the holders,
purchase contract securities, at a future date or dates. The price per
purchase contract security may be fixed at the time the purchase contracts are
issued or may be determined by reference to a specific formula set forth in
the purchase contracts. The purchase contracts may be issued separately or as
purchase units consisting of a purchase contract and either
o senior debt securities, senior subordinated debt securities or junior
subordinated debentures,
o debt obligations of third parties, including U.S. Treasury
securities, or
o trust preferred securities of Webster Capital Trust,
securing the holder's obligations to purchase the purchase contract security
under the purchase contract. Under the purchase contracts, we may be required
to make periodic payments to the holders of the purchase units or vice versa
and the payments may be unsecured or prefunded on some basis. The purchase
contracts may require holders to secure their obligations under the contracts
in a specified manner and, in specified circumstances, we may deliver newly
issued prepaid purchase contracts, or prepaid securities, when we transfer to
a holder any collateral securing the holder's obligations under the original
purchase contract.
The applicable prospectus supplement or term sheet will describe the
terms of any purchase contracts or purchase units and, if applicable, prepaid
securities.
PLAN OF DISTRIBUTION
Webster Financial and Webster Capital Trust may sell the offered
securities:
o directly to purchasers,
o through agents,
o through dealers,
o through underwriters,
o directly to its stockholders, or
o through a combination of any of these methods of sale.
The prospectus supplement or term sheet relating to a series of the
offered securities will set forth its offering terms, including the name or
names of any underwriters, dealers or agents, the purchase price of the
offered securities and the proceeds to Webster Financial and/or Webster
Capital Trust from the sale, any underwriting discounts, commissions and other
items constituting underwriters' compensation, any initial public offering
price and any underwriting discounts, commissions and other items allowed or
reallowed or paid to dealers or agents and any securities exchanges on which
the offered securities may be listed.
Webster Financial and Webster Capital Trust may use one or more
underwriters in the sale of the offered securities, in which case the offered
securities will be acquired by the underwriter or underwriters for their own
account and may be resold from time to time in one or more transactions
either:
o at a fixed price or prices, which may be changed,
o at market prices prevailing at the time of sale,
o at prices related to the prevailing market prices, or
o at negotiated prices.
Webster Financial and Webster Financial Trust may directly solicit offers
to purchase offered securities. Agents designated by Webster Financial and/or
Webster Financial Trust from time to time may also solicit offers to purchase
offered securities. Any agent designated by Webster Financial and/or Webster
Financial Trust, who may be deemed to be an "underwriter" as that term is
defined in the Securities Act, involved in the offer or sale of the offered
securities in respect of which this prospectus is delivered will be named, and
any commissions payable by Webster Financial and/or Webster Financial Trust to
such agent will be set forth in the prospectus supplement or term sheet.
If a dealer is utilized in the sale of the offered securities in respect
of which this prospectus is delivered, Webster Financial and/or Webster
Financial Trust will sell the offered securities to the dealer, as principal.
The dealer, who may be deemed to be an "underwriter" as that term is defined
in the Securities Act, may then resell the offered securities to the public at
varying prices to be determined by the dealer at the time of resale.
If an underwriter is, or underwriters are, used in the sale, Webster
Financial and, if applicable, Webster Capital Trust will execute an
underwriting agreement with the underwriters at the time of sale to them. The
names of the underwriters will be set forth in the prospectus supplement or
term sheet, which will be used by the underwriter to make resales of the
offered securities in respect of which this prospectus is delivered to the
public. In connection with the sale of offered securities, the underwriter may
be deemed to have received compensation from Webster Financial and/or Webster
Capital Trust in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of offered securities for whom they
may act as agents. Underwriters may also sell offered securities to or through
dealers, and the dealers may receive compensation in the form of discounts,
concessions or commissions from the underwriters and/or commissions from the
purchasers for whom they may act as agents.
If so indicated in the applicable prospectus supplement or term sheet,
Webster Financial and/or Webster Capital Trust will authorize underwriters,
dealers or other persons to solicit offers by certain institutions to purchase
offered securities from Webster Financial and/or Webster Capital Trust at the
public offering price set forth in the applicable prospectus supplement or
term sheet pursuant to delayed delivery contracts providing for payment and
delivery on a future date or dates. Institutions with which these contracts
may be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and
others. The obligations of any purchasers under any delayed delivery contract
will not be subject to any conditions except that:
o the purchase of the offered securities shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which
the purchaser is subject; and
o if the offered securities are also being sold to underwriters,
Webster Financial and/or Webster Capital Trust will have sold to the
underwriters the offered securities not sold for delayed delivery.
The underwriters, dealers and other persons will not have any
responsibility in respect of the validity or performance of the contracts. The
prospectus supplement or term sheet relating to the contracts will set forth
the price to be paid for offered securities pursuant to the contracts, the
commission payable for solicitation of the contracts and the date or dates in
the future for delivery of offered securities pursuant to the contracts.
Offered securities may also be offered and sold, if so indicated in the
prospectus supplement or term sheet, in connection with a remarketing upon
their purchase, in accordance with a redemption or repayment pursuant to their
terms, or otherwise, by one or more remarketing firms, acting as principals
for their own accounts or as agents for Webster Financial and/or Webster
Capital Trust. Any remarketing firm will be identified and the terms of its
agreement, if any, with Webster Financial and/or Webster Capital Trust and its
compensation will be described in the applicable prospectus supplement or term
sheet. Remarketing firms may be deemed to be underwriters in connection with
their remarketing of offered securities.
Underwriters, dealers, remarketing firms and agents may be entitled,
under agreements that may be entered into with Webster Financial and/or
Webster Capital Trust, to indemnification by Webster Financial and/or Webster
Capital Trust against certain civil liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which they may
be required to make in respect thereof and may engage in transactions with, or
perform services for, Webster Financial in the ordinary course of business.
Any underwriter may engage in over-allotment, stabilizing transactions,
short-covering transactions and penalty bids in accordance with Regulation M
under the Securities Exchange Act. Over-allotment involves sales in excess of
the offering size, which create a short position. Stabilizing transactions
permit bids to purchase the underlying security so long as the stabilizing
bids do not exceed a specified maximum. Short-covering transactions involve
purchases of the securities in the open market after the distribution is
completed to cover short positions. Penalty bids permit the underwriters to
reclaim a selling concession from a dealer when the securities originally sold
by the dealer are purchased in a covering transaction to cover short
positions. Those activities may cause the price of the securities to be higher
than it would otherwise be. If commenced, the underwriters may discontinue any
of the activities at any time.
The anticipated date of delivery of offered securities will be set forth
in the applicable prospectus supplement or term sheet relating to each offer.
LEGAL MATTERS
Certain legal matters in connection with the offered securities will be
passed upon for Webster Financial and Webster Capital Trust by Hogan & Hartson
L.L.P., Washington, D.C., counsel to Webster Financial, and for the agents or
underwriters by Brown & Wood LLP, New York, New York, unless otherwise
specified in the applicable prospectus supplement or term sheet.
EXPERTS
The consolidated financial statements of Webster Financial at December
31, 1998 and 1997, and for each of the years in the three-year period ended
December 31, 1998, have been incorporated by reference into this prospectus
and in the registration statement in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
<PAGE>
============================================================================
$200,000,00
[WEBSTER FINANCIAL CORPORATION]
[Debt Securities] [Common Stock] [Preferred Stock] [Depositary
[Shares] [Purchase Contracts] [Purchase Units] [Warrants]
[WEBSTER CAPITAL TRUST III
Trust Preferred Securities Guaranteed By
Webster Financial Corporation]
PROSPECTUS SUPPLEMENT
[Name[s] of Underwriter[s]]
__________, 1999
============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Estimated fees and expenses, other than underwriting discounts and
commissions, payable by Webster Financial in connection with the issuance and
distribution of the offered securities are as follows:
Registration Fee.......................................... $55,600
Printing and Duplicating Expenses......................... *
Legal Fees and Expenses................................... *
Accounting Fees and Expenses.............................. *
Miscellaneous............................................. *
------------
============
Total............................................ $ *
============
* To be filed by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to the provisions of Article 6 of Webster Financial's
restated certificate of incorporation, as amended, and the provisions of
Article IX of Webster Financial's Bylaws, as amended.
Webster Financial is a Delaware corporation subject to the applicable
indemnification provisions of the General Corporation Law of the State of
Delaware (the "Delaware Corporation Law"). Section 145 of the Delaware
Corporation Law provides for the indemnification, under certain circumstances,
of persons who are or were directors, officers, employees or agents of Webster
Financial, or are or were serving at the request of Webster Financial 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 Webster Financial, 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 the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses.
Webster Financial's Bylaws provide for indemnification of directors,
officers, trustees, employees and agents of Webster Financial, 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, criminal, administrative, arbitration or investigative
action, suit, or proceeding (other than an action by or in the right of
Webster Financial) by reason of the fact that such person is or was serving in
such a capacity for or on behalf of Webster Financial. Webster Financial 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 interests of Webster Financial, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Similarly, Webster Financial will indemnify such persons
for expenses reasonably incurred and settlements reasonably paid in actions,
suits, or proceedings brought by or in the right of Webster Financial, if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of Webster Financial; provided,
however, that no indemnification will be made against expenses in respect of
any claim, issue, or matter as to which such person is adjudged to be liable
to Webster Financial 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 all the
circumstances of the case, fairly and reasonably entitled to indemnity for
such expenses or amounts paid in settlement. In addition, Webster Financial
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, trustee, employee, or agent of Webster Financial or is
acting in such capacity for another business organization or entity at Webster
Financial's request, against any liability asserted against such person and
incurred in such capacity, or arising out of such person's status as such,
whether or not Webster Financial would have the power or obligation to
indemnify him against such liability under the provisions of Article IX of
Webster Financial's Bylaws.
Article 6 of Webster Financial's restated certificate of incorporation
provides that no director will be personally liable to Webster Financial or
its stockholders for monetary damages for breach of fiduciary duty as a
director other than liability
o for any breach of such director's duty of loyalty to Webster
Financial or its shareholders, for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation
of law,
o for any payment of a dividend or approval of a stock repurchase that
is illegal under Section 174 of the Delaware Corporation Law, or
o for any transaction from which the director derived an improper
personal benefit.
The foregoing indemnity and insurance provisions have the effect of
reducing directors' and officers' exposure to personal liability for actions
taken in connection with their respective positions.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Webster Financial pursuant to the foregoing provisions, or otherwise, Webster
Financial has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Webster Financial of expenses incurred or paid by a director, officer or
controlling person of Webster Financial 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, Webster
Financial 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
Webster Capital Trust's trust agreement provides that no trustee,
affiliate of any trustee or any officers, directors, stockholders, members,
partners, employees, representatives or agents of any trustee or any employee
or agent of Webster Capital Trust or its affiliates, each referred to as an
"indemnified person," shall be liable, responsible or accountable in damages
or otherwise to any employee or agent of Webster Capital Trust or its
affiliates, or any officers, directors, stockholders, employees,
representatives or agents of Webster Financial or its affiliates or to any
holders of trust preferred securities of Webster Capital Trust for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by the indemnified person in good faith on behalf of Webster Capital Trust and
in a manner the indemnified person reasonably believed to be within the scope
of the authority conferred on it by the trust agreement or by law, except that
the indemnified person shall be liable for any loss, damage or claim incurred
by reason of that indemnified person's gross negligence (or, in the case of
the property trustee of Webster Capital Trust, negligence) or willful
misconduct with respect to such acts or omissions. The trust agreement also
provides that, to the fullest extent permitted by applicable law, Webster
Capital shall indemnify and hold harmless each indemnified person from and
against any loss, damage or claim incurred by an indemnified person by reason
of any act or omission performed or omitted by the indemnified person in good
faith on behalf of Webster Capital Trust and in a manner the indemnified
person reasonably believed to be within the scope of authority conferred on it
by the trust agreement, except that no indemnified person shall be entitled to
be indemnified in respect of any loss, damage or claim incurred by the
indemnified person by reason of gross negligence (or, in the case of the
property trustee of Webster Capital Trust, negligence) or willful misconduct
with respect to such acts or omissions. The trust agreement further provides
that to the fullest extent permitted by applicable law, expenses (including
legal fees) incurred by an indemnified person in defending any claim, demand,
action, suit or the final disposition of such claim, demand, action, suit or
proceeding shall, from time to time, be advanced by Webster Financial prior to
the final disposition of such claim, demand, action, suit or proceeding upon
receipt by Webster Financial of an undertaking by or on behalf of the
indemnified person to repay such amount if it shall be determined that the
indemnified person is not entitled to be indemnified pursuant to the trust
agreement.
ITEM 16. EXHIBITS
* 1.1 Form of Underwriting Agreement
4.1 Specimen of Common Stock Certificate of Webster Financial
* 4.2 Form of Certificate of Designations
* 4.3 Form of Trust Agreement
* 4.4 Form of Senior Debt Indenture
* 4.5 Form of Senior Subordinated Debt Indenture
* 4.6 Form of Junior Subordinated Debenture Indenture
* 4.7 Form of Guarantee
* 5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the
securities being registered
12.1 Statement Regarding Computation of Ratios
* 23.1 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit
5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney
* 25. Statement on Form T-1 of Eligibility of Trustee
- ----------------------
*To be filed by amendment or by a Current Report on Form 8-K
pursuant to Regulation S-K, Item 601(b).
ITEM 17. UNDERTAKINGS
(a) Webster Financial 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;
(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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of the Registration Fee" table in the
effective 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
will 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.
(b) Webster Financial hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of
Webster Financial's annual report pursuant to Section 13(a) or
section 15(d) of the Securities Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities 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.
(c) Webster Financial hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Act.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrants have duly caused this registration statement to be signed on their
behalf by the undersigned, thereunto duly authorized, in the City of
Waterbury, State of Connecticut, on June 25, 1999.
WEBSTER FINANCIAL CORPORATION
By: /s/ James C. Smith
----------------------------------------
James C. Smith
Chairman and Chief Executive Officer
WEBSTER CAPITAL TRUST III
By: /s/ John V. Brennan
----------------------------------------
John V. Brennan
Administrative Trustee
By: /s/ Peter J. Swiatek
----------------------------------------
Peter J. Swiatek
Administrative Trustee
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 June 25, 1999.
Signature Title
- --------- -----
Chairman and Chief Executive Officer,
/s/ James C. Smith Principal Executive Officer
- ------------------------
James C. Smith
/s/ John V. Brennan Executive Vice President, Chief
- ------------------------ Financial Officer and Treasurer,
John V. Brennan Principal Financial Officer,
Principal Accounting Officer
/s/ Richard H. Alden* Director
- ------------------------
Richard H. Alden
/s/ Achille A. Apicella* Director
- ----------------------------
Achille A. Apicella
s/ Joel S. Becker* Director
- ------------------------
Joel S. Becker
/s/ O. Joseph Bizzozero, Jr.* Director
- --------------------------------
O. Joseph Bizzozero, Jr.
/s/ George T. Carpenter* Director
- ---------------------------
George T. Carpenter
/s/ John J. Crawford* Director
- --------------------------
John J. Crawford
/s/ Harry P. DiAdamo, Jr.* Director
- ------------------------------
Harry P. DiAdamo, Jr.
/s/ Robert A. Finkenzeller* Director
- ------------------------------
Robert A. Finkenzeller
/s/ C. Michael Jacobi Director
- -------------------------
C. Michael Jacobi
/s/ John F. McCarthy* Director
- -------------------------
John F. McCarthy
/s/ Sister Marguerite Waite* Director
- -------------------------------
Sister Marguerite Waite
By: /s/ John V. Brennan
- ----------------------------
*By Power of Attorney
John V. Brennan
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Waterbury, State of Connecticut, on June 25, 1999.
WEBSTER FINANCIAL CORPORATION
By: /s/ James C. Smith
------------------------
James C. Smith
Chairman and Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
* 1.1 Form of Underwriting Agreement
4.1 Specimen of Common Stock Certificate of Webster Financial
* 4.2 Form of Certificate of Designations
* 4.3 Form of Trust Agreement
* 4.4 Form of Senior Debt Indenture
* 4.5 Form of Senior Subordinated Debt Indenture
* 4.6 Form of Junior Subordinated Debenture Indenture
* 4.7 Form of Guarantee
* 5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the
securities being registered
12.1 Statement Regarding Computation of Ratios
* 23.1 Consent of Hogan & Hartson L.L.P. (included as part of Exhibit
5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney
* 25. Statement on Form T-1 of Eligibility of Trustee
- ----------------------
* To be filed by amendment or by a Current Report on Form 8-K
pursuant to Regulation S-K, Item 601(b).
<PAGE>
Exhibit 4.1
SEE REVERSE SIDE FOR CERTAIN LEGENDS
NUMBER SHARES
--SPECIMEN-- --SPECIMEN--
COMMON STOCK
[LOGO APPEARS HERE]
WEBSTER FINANCIAL CORPORATION
SEE REVERSE FOR CERTAIN RESTRICTIONS
CUSIP 814279 10 5
This Certifies that -- SPECIMEN--
is the owner of --SPECIMEN--
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE,
OF
Webster Financial Corporation (the "Corporation"), a Delaware corporation. The
shares represented by this certificate are transferable only on the stock
transfer books of the Corporation by the holder of record hereof, or by his duly
authorized attorney or legal representative, upon the surrender of this
certificate properly endorsed. This certificate is not valid until countersigned
and registered by the Corporation's transfer agent and registrar.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by the facsimile signature of its duly authorized officers and has
caused its facsimile corporate seal to be hereunto affixed.
Dated:
[SEAL APPEARS HERE]
BY:
COUNTERSIGNED AND REGISTERED: CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
BY: AMERICAN STOCK TRANSFER
& TRUST COMPANY
NEW YORK
TRANSFER AGENT
AND REGISTRAR
AUTHORIZED SIGNATURE
<PAGE>
WEBSTER FINANCIAL CORPORATION
The shares represented by this certificate are issued subject to all the
provisions of the certificate of incorporation and bylaws of Webster Financial
Corporation (the "Corporation") as from time to time amended (copies of which
are on file at the principal executive office of the Corporation), to all of
which the holder by acceptance hereof assents.
The certificate of incorporation of the Corporation prohibits the
following: (a) until December 19, 1991, the direct or indirect acquisition by
any person of the beneficial ownership of ten percent or more of the outstanding
voting stock of the Corporation, or the making by any person of any offer to
acquire ten percent or more of such stock, unless such acquisition or offer has
received the prior approval of two thirds of the board of directors of the
Corporation; (b) the direct or indirect acquisition by any person, at any time,
of the beneficial ownership of ten percent or more of the outstanding voting
stock of the Corporation, unless prior to such acquisition such person has
received the approval of two thirds of the outstanding shares of such voting
stock and all required federal regulatory approvals; and (c) after December 19,
1991, the making by any person of any offer to acquire ten percent or more of
the outstanding voting stock of the Corporation, if the Corporation's common
stock is then traded on a national securities exchange or quoted on NASDAQ,
unless such offer shall have received the prior approval of two thirds of the
board of directors of the Corporation or, alternatively, before the offer is
made, the acquisition has received all required federal regulatory approvals.
These offer and purchase restrictions are not applicable to an employee stock
ownership plan or other employee benefit plan of the Corporation or its
subsidiaries. In the event that voting stock of the Corporation is acquired by
any person in violation of the foregoing provisions, all shares owned by such
person in excess of ten percent of all outstanding voting stock of the
Corporation are prohibited from being voted or counted as voting stock in
connection with any matter submitted to a stockholder vote, and the board of
directors of the Corporation may cause such excess shares to be transferred to
an independent trustee for sale. The foregoing provisions are effective as long
as Webster Bank continues to be a majority-owned subsidiary of the Corporation.
The certificate of incorporation also includes a provision the general
effect of which is to require an 80% vote of all shareholders to approve a
merger or similar transactions with a 10% or more shareholder or affiliate
thereof, unless the transaction is either approved by two thirds of the
continuing directors not elected by such interested shareholder or at a price
not less than the maximum amount paid by such interested shareholder in
purchasing the 10% or more interest in the Corporation.
The Corporation will furnish to any shareholder upon request and without
charge a full statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each authorized class of
stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights, to the extent that the same have been fixed, and
of the authority of the board of directors to designate the same with respect to
other series. Such request may be made to the Corporation or to its transfer
agent and registrar.
_________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT-__________Custodian__________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with rights of under Uniform Gifts to Minors
survivorship and not as tenants Act_______________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
_________________
For value received, ____________________________________ hereby sell,
assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[RECTANGULAR BOX APPEARS HERE]
_______________________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING POSTAL CODE, OF ASSIGNEE)
_______________________________________________________________________________
_______________________________________________________________________________
______________________________________________ shares represented by the within
certificate, and do hereby irrevocably constitute and appoint _________________
_______________________________________________________________________________
Attorney to transfer the said shares on the books of the Corporation with full
power of substitution in the premises.
Dated
________________________ ___________________________________________________
NOTICE: The signature to this assignment must
correspond with the name as written upon
the face of the certificate, in every
particular, without alteration or
enlargement or any change whatever.
<PAGE>
EXHIBIT 12.1
<TABLE>
<CAPTION>
RATIO OF EARNINGS TO FIXED CHARGES EXCLUDING INTEREST ON
DEPOSITS
THREE
- -------------------------------- MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------------------------------------------- ---------
EARNINGS 1994 1995 1996 1997 1998 1999
- -------------------------------- ---------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Income before taxes 55,369 65,235 86,596 66,838 115,009 33,016
Plus: Fixed Charges 36,594 51,127 61,168 108,964 160,610 34,898
Less: Interest capitalized 0 0 0 0 0 0
Less: Preferred Stock Dividend
Requirement (1,716) (1,296) (1,149)
---------- --------- --------- --------- --------- ---------
Total Earnings 90,247 115,066 146,615 175,802 275,619 67,914
========== ========= ========= ========= ========= =========
FIXED CHARGES
- --------------------------------
Interest on Borrowings 31,956 47,042 55,686 104,325 155,730 33,742
Plus: ESOP Int. Exp 84 73 77 55 36 6
Plus: Amortization of Debt
Expense 0 0 0 0 0 0
Plus: Rental Expense 2,838 2,716 4,256 4,584 4,844 1,200
Plus: Preferred Stock Dividend
Requirement 1,716 1,296 1,149
---------- --------- --------- --------- --------- ---------
Total Fixed Charges 36,594 51,127 61,168 108,964 160,610 34,948
========== ========= ========= ========= ========= =========
Earnings in Excess (Deficit) of
Fixed Charges 53,653 63,939 85,447 66,838 115,009 33,016
Ratio of Earnings/Fixed Charges 2.47 2.25 2.40 1.61 1.72 1.95
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RATIO OF EARNINGS TO FIXED CHARGES INCLUDING INTEREST ON
DEPOSITS
THREE
- -------------------------------- MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------------------------------------------- ---------
EARNINGS 1994 1995 1996 1997 1998 1999
- -------------------------------- ---------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Income before taxes 55,369 65,235 86,596 66,838 115,009 33,016
Plus: Fixed Charges 219,209 255,091 290,391 332,443 381,898 83,528
Less: Interest capitalized 0 0 0 0 0 0
Less: Preferred Stock Dividend
Requirement (1,716) (1,296) (1,149)
---------- --------- --------- --------- --------- ---------
Total Earnings 272,862 319,030 375,838 399,281 496,907 116,544
========== ========= ========= ========= ========= =========
FIXED CHARGES
- --------------------------------
Interest on Borrowings 31,956 47,042 55,686 104,325 155,730 33,742
Plus: Interest on Deposits 182,615 203,964 229,223 223,479 221,288 48,580
Plus: ESOP Int. Exp 84 73 77 55 36 6
Plus: Amortization of Debt
Expense 0 0 0 0 0 0
Plus: Rental Expense 2,838 2,716 4,256 4,584 4,844 1,200
Plus: Preferred Stock Dividend
Requirement 1,716 1,296 1,149
---------- --------- --------- --------- --------- ---------
Total Fixed Charges 219,209 255,091 290,391 332,443 381,898 83,528
========== ========= ========= ========= ========= =========
Earnings in Excess (Deficit) of 53,653 63,939 85,447 66,838 115,009 33,016
Fixed Charges
Ratio of Earnings/Fixed Charges 1.25 1.25 1.30 1.21 1.31 1.40
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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 LLP
Hartford, Connecticut
June 25, 1999
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
for Registration Statement on Form S-3
Each director whose signature appears below appoints James
C. Smith or John V. Brennan, jointly and severally, each in his own capacity,
as true and lawful attorneys-in-fact, with full power of substitution in such
director's name, place and stead, in any and all capacities to sign the
Registration Statement on Form S-3 and any amendments to the Form S-3, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in counterparts.
[Signatures on following page]
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney on June 25, 1999.
/s/ Richard H. Alden /s/ Achille A. Apicella
- --------------------------------- ---------------------------------
Richard H. Alden Achille A. Apicella
/s/ Joel S. Becker /s/ O. Joseph Bizzozero, Jr.
- ---------------------------------- ----------------------------------
Joel S. Becker O. Joseph Bizzozero, Jr.
/s/ George T. Carpenter /s/ John J. Crawford
- ---------------------------------- ----------------------------------
George T. Carpenter John J. Crawford
/s/ Henry P. DiAmado, Jr. /s/ Robert A. Finkenzeller
- ---------------------------------- ----------------------------------
Henry P. DiAmado, Jr. Robert A. Finkenzeller
/s/ C. Michael Jacobi /s/ John F. McCarthy
- ---------------------------------- ----------------------------------
C. Michael Jacobi John F. McCarthy
/s/ James C. Smith /s/ Sister Marguerite Waite
- ---------------------------------- ----------------------------------
James C. Smith Sister Marguerite Waite
