SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
------------------------------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the fiscal year ended December 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED).
Commission file number 0-15213
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Webster Bank Employee Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Webster Financial Corporation
Webster Plaza
Waterbury, CT 06720
Telephone (203) 753-2921
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
FOR THE FISCAL YEAR ENDED DECEMBER 30, 1999
-------------------------------------------------
INDEX
<TABLE>
<S> <C>
Independent Auditors' Report ........................................................................ 1
Financial Statements:
Statements of Net Assets Available for Benefits................................................. 2
Statements of Changes in Net Assets Available for Benefits...................................... 3
Notes to Financial Statements .................................................................. 4-12
Supplemental Schedule:
Schedule H - Line 4i Schedule of Assets Held for Investment Purposes at End of Year ............ 13
Signatures .......................................................................................... 14
Independent Auditors' Consent ....................................................................... Exhibit 23
</TABLE>
Note: The following schedules, as required by Section 103(c)(5) of the
Employee Retirement Income Security Act of 1974, not applicable:
Line 4j - Schedule of Investment Assets Both Acquired and Disposed of
Within The Plan Year,
Line 4k - Schedule of Reportable Transactions
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
--------------------------------
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 30, 1999, AND DECEMBER 31, 1998 AND 1997
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE>
KPMG LLP
CityPlace II
Hartford, CT 06103-4103
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Webster Bank:
We have audited the accompanying statements of net assets available for benefits
of the Webster Bank Employee Investment Plan as of December 30, 1999 and
December 31, 1998, and the related statements of changes in net assets available
for benefits for each of the years in the three-year period ended December 30,
1999 and December 31, 1998 and 1997. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Webster Bank
Employee Investment Plan, as of December 30, 1999 and December 31, 1998, and the
changes in net assets available for benefits for each of the years in the
three-year period ended December 30, 1999 and December 31, 1998 and 1997, in
conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes is presented for purposes of additional analysis and is not
a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements, and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ KPMG LLP
Hartford, Connecticut
June 16, 2000
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 30, 1999 AND DECEMBER 31, 1998
------------------------------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ASSETS
------
Investments (Cost basis of $ 35,935,921 $ 30,409,446
$31,567,658 in 1999 and
$25,425,245 in 1998) (Note 3)
Loans to Participants 830,653 659,725
Receivables:
Participants 301,162 -
Employer 114,076 -
Cash 68,069 22,767
---------- ----------
Total Assets $ 37,249,881 $ 31,091,938
========== ==========
Net Assets Available for
Benefits $ 37,249,881 $ 31,091,938
========== ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 30, 1999, AND DECEMBER 31, 1998 AND 1997
-------------------------------------------------
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
ADDITIONS
---------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
--------------------------------------
Net Investment Income:
Net Appreciation in Fair
Value of Investments $ 1,591,691 $ 679,521 $ 5,670,768
Interest and Dividends 514,106 451,356 359,842
Contributions:
Participants 3,773,131 3,393,855 3,374,353
Employer 1,375,583 1,135,331 835,701
Transfers from Other Plans (Note 1) 1,816,169 724,973 4,659,785
----------- ---------- -----------
Total Additions $ 9,070,680 $ 6,385,036 $ 14,900,449
----------- ---------- ----------
DEDUCTIONS
----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
-----------------------------------------
Benefits Paid to Participants $ 2,886,905 $ 1,603,794 $ 1,729,293
Miscellaneous Expenses 25,832 4,788 1,050
---------- ---------- ----------
Total Deductions 2,912,737 1,608,582 1,730,343
Net Increase $ 6,157,943 $ 4,776,454 $ 13,170,106
---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS:
----------------------------------
Beginning of Year $ 31,091,938 $ 26,315,484 $ 13,145,378
---------- ---------- ----------
End of Year $ 37,249,881 $ 31,091,938 $ 26,315,484
========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999, AND DECEMBER 31, 1998 AND 1997
------------------------------------------
1. DESCRIPTION OF THE PLAN
-----------------------
The following brief description of the Webster Bank Employee Investment
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the full Plan document for a more complete
description of the Plan's provisions.
(a) General
The Plan is a qualified profit-sharing plan under Section 401(a) of the
Internal Revenue Code of 1986. The Plan is also subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA") as amended. The Plan
was initially adopted by the Board of Directors of Webster Bank's predecessor,
First Federal Bank, effective as of October 1, 1984. Subsequent to this date,
the Plan has been amended on various dates for reasons that include: certain
legislative and regulatory changes, employer name change, plan merger, plan name
change and for various acquisitions. The Plan covers all eligible employees who
are employed by Webster Financial Corporation and its' subsidiaries. To be
eligible to participate in the Plan, an employee must have attained age 21 and
have completed one year of service (at least 1,000 hours of service). An
eligible employee may join the Plan on the first day of any calendar quarter.
Participants in the Plan may change their contribution amounts up to four times
per year on specific dates and cease contribution at any time during the Plan
year. All investments are participant directed. Participation in the Plan is
completely voluntary. Effective December 30, 1999, the Plan was amended for a
change in the Plan Year. The amended "Plan Year" means the short plan year
commenced January 1, 1999 and ended December 30, 1999 and thereafter the period
commencing on December 31 and ending the following December 30. Prior to the
amendment, the Plan Year was the full calendar year.
Webster Financial Corporation ("Webster" or the "Corporation"), through
its subsidiaries, Webster Bank (the "Bank") and Damman Associates, Inc.
("Damman"), delivers financial services to individuals, families and businesses
throughout Connecticut. Webster emphasizes five business lines - consumer
banking, business banking, mortgage lending, trust and investment services, and
insurance services, each supported by centralized administration and operations.
Webster has grown significantly in recent years, primarily through a series of
acquisitions which have expanded and strengthened its franchise. The Bank was
founded in 1935 and converted from a federal mutual to a federal stock
institution in 1986.
The Plan was amended effective January 1, 1999 to add a provision for the
employees of Webster Investment Services, Inc. ("WIS"). Further, effective
January 1, 1999, WIS became a participating company in the Plan. Effective on
and after January 1, 1999, WIS became the employer of certain individuals who
were previously employed by Independent Financial Marketing Group, Inc. All
services which an employee of WIS performed for Independent Financial Marketing
Group, Inc. prior to their date of hire by WIS shall constitute services
rendered for the purpose of meeting the eligibility requirements for
participation under the Plan.
4
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999, AND DECEMBER 31, 1998 AND 1997
------------------------------------------
On April 21, 1999, Webster acquired Maritime Bank and Trust Company
("Maritime"). The Plan was amended effective April 21, 1999 to state that all
services with Maritime prior to the acquisition date constitutes services
rendered for the purpose of meeting eligibility requirements for participation
under the Plan.
On May 19, 1999, Webster acquired Village Bancorp, Inc. ("Village"), the
holding company for The Village Bank and Trust Company. The Plan was amended
effective May 19, 1999 to state that all services with Village prior to the
acquisition date constitutes services rendered for the purpose of meeting
eligibility requirements for participation under the Plan.
On December 1, 1999, Webster acquired New England Community Bancorp, Inc.
("NECB") and its subsidiaries. Prior to the NECB acquisition date, NECB
maintained the New England Community Bancorp 401(k) Plan (the "NECB 401(k)
Plan") for the benefit of the employees of NECB and certain of its affiliates.
Effective as of the date that the payrolls of the former NECB and Webster Bank
were merged, no additional contributions were made to the NECB 401(k) Plan. All
service with NECB or a member of its controlled group prior to the acquisition
date shall constitute services rendered for the purpose of meeting eligibility
requirements for participation under the Plan. Subsequently, effective as of
March 1, 2000 (the "Plan Merger Date"), the NECB 401(k) Plan was merged with and
into the Plan, and all of the assets and liabilities of the NECB 401(k) Plan
were transferred to and assumed by the Plan.
On April 15, 1998, Webster acquired Eagle Financial Corporation ("Eagle")
and its subsidiary, Eagle Bank. The Plan was amended effective April 15, 1998 to
add provisions for the former members of the Eagle Bank Thrift Plan. On August
12, 1998, certain assets and liabilities of the Eagle Bank Thrift Plan were
transferred to, and assumed by, the Plan. All service by employees with Eagle
prior to acquisition date constitutes service rendered for the purpose of
meeting eligibility requirements for participation under the Plan.
On June 1, 1998, Webster acquired Damman. The Plan was amended effective
July 1, 1998, to add provisions for the former members of the Damman 401(k)
Profit Sharing Plan (the "Damman 401(k) Plan"). Effective as of July 1, 1998,
the Damman 401(k) Plan was frozen and no further contributions thereafter have
been made to the Damman 401(k) Plan. Further, during the second quarter of 1998,
Damman became a subsidiary of the corporation. Effective as of July 1, 1999 (the
"Plan Merger Date") the Damman 401(k) Plan was merged with and into the Plan.
The net assets of the Damman 401(k) Plan were transferred on August 1, 1999 into
the Plan. All service by employees with Damman prior to the acquisition date
shall constitute service rendered for the purpose of meeting eligibility
requirements for participation under the Plan.
On December 31, 1998, Webster acquired Access National Mortgage, Inc.
("Access"). The Plan was amended effective December 31, 1998 to add provisions
for the employees of Access. Further, effective December 31, 1998, Access became
a member of the plan's controlled group. All service with Access prior to the
acquisition date shall constitute services rendered for the purpose of meeting
eligibility requirements for participation under the Plan.
5
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999, AND DECEMBER 31, 1998 AND 1997
------------------------------------------
(b) Contributions
Employees who are members of the Plan, may make contributions of 1%
through 10% of their pay on a before-tax basis. Total salary deferrals are
limited to $10,000 for 1999 and 1998 and $9,500 for 1997 Plan years. The
Employer contributes a matching contribution to the Plan equal to 50% of the
first 6% of a participant's salary deferral contribution. The Bank may also make
a discretionary contribution to the Plan on behalf of employee participants. The
investment alternatives available under the Plan for the 1999 plan year are
summarized below:
<TABLE>
<S> <C>
American New Perspective Fund: This fund invests primarily in the common stocks of companies based around the
world.
American Fundamental Investors This fund invests primarily in diversified common
Fund: stocks.
American Bond Fund of America: This fund invests in diversified bond fixed income securities.
Fidelity Advisor Growth This fund invests in common stocks of smaller to
Opportunities Fund: medium-sized companies. The fund may also invest in debt securities
and cyclicals.
Paine Webber Stable Value: This fund invests in units of the Guaranteed Investment Contract (GIC)
portfolio under the Paine Webber Trust Company pooled trust.
Webster Financial Corporation This fund invests 100% in the common stock of
Common Stock: * Webster.
Evergreen Small Cap Equity This fund invests primarily in small growth companies
Income Fund: that have higher than average yields. The companies generally have a total
market capitalization less than $500 million.
Evergreen Growth & Income Fund: This fund invests primarily in investment alternatives which seek to provide
capital growth and income and diversification.
</TABLE>
6
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999, AND DECEMBER 31, 1998 AND 1997
------------------------------------------
<TABLE>
<S> <C>
Pioneer Growth Shares: ** This fund invests primarily in common stocks and other equity securities of U.S.
companies that have above average potential for earnings and revenue growth.
Dreyfus Premier Balanced Fund: ** This fund invests in a diversified mix of stocks and investment grade bonds of
both U.S. and foreign issuers.
Mass Investors Growth Stock Fund: ** This fund invests primarily in the common stocks of U.S. and foreign companies.
Munder Index 500 Fund: ** This fund invests primarily in stocks in the S&P 500.
</TABLE>
* Indicates party-in-interest to the Plan.
** New funds added to the Plan during 1999.
--------------------------------------------------------------------------------
(c) Vesting
All amounts contributed to the 401(k) Plan by the participant, and
employer, are fully vested and non-forfeitable at all times. The participant's
vested balance is affected by any investment gains or losses that their account
incurs.
(d) Payment of Benefits
Under the Plan, a participant's "normal retirement date" is the date age
65 is attained. Payment of a participant's account balance begins not later than
60 days following the end of the Plan year during which retirement occurs.
Payment options available under the Plan are: Single Lump Sum; Lump
Sum/Installment; Installment; Joint and Survivor Annuity; Life Annuity and Life
Annuity with Term Certain Guaranteed. If a participant's employment with the
Bank terminates before normal retirement date, the participant is always 100%
vested for their account balance. In the event of termination, if the
participant's account balance does not, and has never exceeded $5,000, payment
will be an automatic lump sum. If the account balance exceeds or has ever
exceeded $5,000, then the participant may elect to defer payment not later than
when age 65 is reached. In the event of death, while a participant is actively
employed, the account balance will be paid to the designated beneficiary or
beneficiaries. In the event of total and permanent disability, a participant
will receive payment of their account balance as if retirement had occurred.
7
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999, AND DECEMBER 31, 1998 AND 1997
------------------------------------------
(e) Loans
Employees have the ability to borrow up to 50% of their account balances,
not to exceed $50,000. Interest is paid by the Plan participants to their
account at prevailing interest rates through payroll deductions. Loans must
generally be repaid within five years or, if earlier, by normal retirement date
of the borrower.
(f) Rollovers
Under the Plan, transfers from other tax-qualified retirement plans are
permitted even if the employee is not currently participating in the Plan.
Rollovers must be deposited to the Plan trust fund within 60 days of receipt.
All rollovers will be invested and distributed in accordance with the rules of
the Plan.
(g) Hardship Withdrawals
Hardship withdrawals are permitted under the Plan for specific reasons
when the participant has met conditions required by the Plan.
(h) Domestic Relation Orders
The Plan Administrator may be required by law to recognize obligations the
participant incurs as a result of court-ordered support or alimony payments. The
Plan Administrator must honor a qualified domestic relations order ("QDRO"). If
a QDRO is received by the Plan Administrator, all or a portion of the Plan
participant's account balance may be used to satisfy the obligation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
The following are the significant accounting policies followed by the
Plan:
(a) Basis of Accounting
The accompanying financial statements of the Plan are prepared in
accordance with the accrual basis of accounting.
(b) Purchases and Sales Transactions
Transactions are recorded on a trade-date basis.
(c) Valuation of Assets
Investments are stated at current market values. Quoted market values are
used to value investments. Loans to participants are stated at amortized cost,
which approximates their market values.
8
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999, AND DECEMBER 31, 1998 AND 1997
------------------------------------------
(d) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities and changes
therein, and disclosure of contingent assets and liabilities. Actual results
could differ from those estimates.
(e) Administrative Expenses
Administrative fees of the Plan are in part paid by the Bank.
Administrative fees for 1999 totaled $123,525 of which $97,693 were directly
expensed and paid by the Bank and $25,832 were paid by the Plan. The $25,832
amount paid by the Plan represents $3,145 of loan administration costs charged
directly to the Plan's investment funds and the use of available forfeiture
funds totaling $22,687 that were used to pay record-keeping administrative
expenses. The available forfeiture funds represent funds that were previously
forfeited by participants in various plans that the Bank has acquired.
Administrative fees expenses for 1998 and 1997 Plan Years were $84,611 and
$93,960, respectively.
3. INVESTMENTS
-----------
The Plan's assets are invested in various mutual funds and Webster common
stock through, Paine Webber, the Plan's investment advisor and USI Consulting
Group, the Plan's record keeper. The Plan is sponsored and administered by the
Bank. Plan participants have the ability to direct their account balances to
several selected mutual funds or Webster common stock. In September 1999, the
American Institute of Certified Public Accountants issued Statement of Position
99-3, "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters (SOP 99-3)." SOP 99-3 simplifies the
disclosure for certain investments and is effective for plan years ending after
December 15, 1999 with earlier application encouraged. The Plan adopted SOP 99-3
during the Plan year ended December 30, 1999. Accordingly, information
previously required to be disclosed about participant-directed fund investment
programs is not presented in the Plan's 1999 financial statements. The Plan's
1998 financial statements have been reclassified to conform with the current
year's presentation.
The fair value of fund investments that exceed 5% or more of the Plan's
net assets available for benefits at December 30, 1999 and December 31, 1998 is
as follows:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
American New Perspective Fund $ 3,813,116 $ 2,122,144
American Fundamental Investor Fund 8,006,753 6,345,862
American Bond Fund of America 3,026,891 3,034,201
</TABLE>
9
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999, AND DECEMBER 31, 1998 AND 1997
------------------------------------------
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Fidelity Advisor Growth
Opportunities Fund 5,504,480 4,429,849
Webster Financial Corporation
Common Stock* 7,998,084 8,614,230
Paine Webber Stable Value Fund 3,672,997 3,272,067
Evergreen Growth & Income Fund 3,325,726 2,567,536
</TABLE>
* Indicates party-in-interest to the Plan.
During 1999 and 1998, the Plan's net investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value by $1,591,691 and $679,521, respectively, as follows:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Mutual Funds $ 2,872,292 $ 2,194,425
Webster Stock* (1,280,601) (1,514,904)
----------- -----------
$ 1,591,691 $ 679,521
========= ========
</TABLE>
* Indicates party-in-interest to the Plan.
10
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999, AND DECEMBER 31, 1998 AND 1997
------------------------------------------
4. PLAN TERMINATION
----------------
Although the Bank has not expressed any intent to terminate the Plan
Agreement, it has the right to do so at any time. The rights of all employees to
benefits accrued under the Plan as of the date of such termination, partial
termination or discontinuation of contribution are fully vested and will be
nonforfeitable. After providing for the expenses of the Plan, the remaining
assets of the Plan will be allocated by the Human Resources Committee appointed
by the Board of Directors.
5. TAX STATUS
----------
The Internal Revenue Service has determined and informed the Bank by a
letter dated June 5, 1997, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC").
Accordingly, no provision for income taxes has been made in the accompanying
financial statements. It is the opinion of the Plan administrator, that the Plan
is designed and is currently being operated in compliance with the applicable
requirements of the IRC.
6. AMENDMENTS
----------
The Plan was amended during 1999 as follows.
(1) Effective January 1, 1999, the Plan was amended to add provisions for
the employees of Webster Investment Services, Inc. ("WIS"). On January 1, 1999,
WIS became a participating company in the Plan. Refer to Note 1 (a) of this
document for further information.
(2) Effective April 21, 1999, the Plan was amended to add provisions for
the employees of Maritime Bank and Trust ("Maritime"). Refer to Note 1(a) of
this document for further information.
(3) Effective May 19, 1999, the Plan was amended to add provisions for the
employees of Village Bancorp, Inc. ("Village"). Refer to Note 1(a) of this
document for further information.
(4) Effective December 1, 1999, the Plan was amended to incorporate
benefits of the former members of the New England Community Bancorp, Inc. NECB
401(k) Plan into the Plan. On December 1, 1999, New England Community Bancorp,
Inc. was merged with and into Webster Financial Corporation and the subsidiary
banks of New England Community Bancorp, Inc. were merged with and into Webster
Bank. Refer to Note 1(a) of this document for further information.
(5) Effective December 20, 1999, sections 1.45, 1.51 through 1.60 and
sections 4.3 through 4.10 of the Plan were modified. Section 1.45 was modified
to change the Plan Year. Refer to Note 1(a) of this document for further
information. Sections 1.51 through 1.60 were redesignated Sections 1.52 through
1.61. A new section 1.51 was added which defines what a "Specified Minimum
Employer Contribution" is. Sections 4.3 through 4.10 were redesignated Sections
4.4 through 4.11. A new section 4.3 was added which describes the "Specified
Minimum Employer Contribution" and its allocation method.
The above information is meant to provide only a brief description of
amendments to the Plan during the 1999 plan year. The Webster Bank Employee
Investment Plan document should be referenced.
11
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 1999, AND DECEMBER 31, 1998 AND 1997
------------------------------------------
7. SUBSEQUENT EVENTS
-----------------
(1) On February 1, 2000, Webster acquired, through Damman, the Levine
Companies ("Levine"). Effective as of April 13, 2000, the Plan was amended to
provide a provision for the employees of Levine. All service by employees of
Levine prior to the acquisition date constitutes services rendered for the
purpose of meeting eligibility requirements for participation under the Plan.
Levine became members of the Plan's controlled group on February 1, 2000.
(2) On March 23, 2000 and May 11, 2000, funds totaling $4,324,406 and
$1,726 respectively, were transferred into the Plan from the former NECB 401(k)
plan. Webster acquired NECB on December 1, 1999. Refer to Note 1(a) for further
information.
(3) On April 7, 2000, Webster acquired certain branches from The Chase
Manhattan Bank. Effective April 7, 2000, the Plan was amended to provide a
provision for the former employees of the Chase Manhattan Bank. All service by
employees of The Chase Manhattan Bank prior to the acquisition date constitutes
service rendered for the purpose of meeting eligibility requirements for
participation under the Plan.
(4) On April 18, 2000, funds totaling $311,033 were transferred into the
Plan from the former Chase Manhattan Bank 401(k) plan. Webster acquired various
branches from The Chase Manhattan Bank on April 7, 2000. Refer to Note 1(a) for
further information.
(5) In June of 2000, Webster is scheduled to acquire MECH Financial, Inc.
("Mechanics") the holding company for Mechanics Savings Bank. All services
rendered by employees of Mechanics prior to the acquisition date will constitute
services rendered for the purpose of meeting eligibility requirements for
participation under the Plan. Mechanics Savings Bank maintained the "Mechanics
Savings Bank 401(k) plan" for its employees. All the assets and liabilities of
the Mechanics Saving Bank 401(k) plan are expected to be transferred and assumed
by the Plan during the 2000 plan year.
12
<PAGE>
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
SCHEDULE H - LINE 4I
DECEMBER 30, 1999
------------------------------------------
<TABLE>
<CAPTION>
Number of Current
Identity of Issue Shares Held Value
----------------- ----------- -------
<S> <C> <C>
American New Perspective 130,140.473 shares; net asset $ 3,813,116
Fund value per share $29.30
American Fundamental 247,198.297 shares; net asset 8,006,753
Investor Fund value per share $32.39
American Bond Fund 233,016.987 shares; net asset 3,026,891
of America value per share $12.99
Fidelity Advisor Growth 118,554.386 shares; net asset 5,504,480
Opportunities Fund value per share $46.43
Webster Financial Corporation 340,344.000 shares; net asset 7,998,084
Common Stock* value per share $23.50
Paine Webber Stable Value 279,740.791 shares; net asset 3,672,997
Fund value per share $13.13
Evergreen Small Cap Equity 24,660.316 shares; net asset 360,780
Income Fund value per share $14.63
Evergreen Growth & Income Fund 104,352.875 shares; net asset 3,325,726
value per share $31.87
Pioneer Growth Shares 3,521.380 shares; net asset 70,780
value per share $20.10
Dreyfus Premier Balanced Fund 1,030.696 shares; net asset 15,976
value per share $15.50
Mass Investors Growth Stock Fund 3,773.431 shares; net asset 75,846
value per share $20.10
Munder Index 500 Fund 2,089.829 shares; net asset 64,492
value per share $30.86 ------------
Total Investments $ 35,935,921
==========
Loans to Participants* $ 830,653
===========
</TABLE>
* Indicates party-in-interest to the Plan.
13
<PAGE>
SIGNATURES
------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrative committee of the Plan has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
----------------------------------
Date: June 26, 2000 By: /s/ R. David Rosato
--------------------- -----------------------------
R. David Rosato
Member of the Retirement
Plan Committee
Date: June 26, 2000 By: /s/ Renee P. Seefried
--------------------- -----------------------------
Renee P. Seefried
Member of the Retirement
Plan Committee
14
<PAGE>
Exhibit Index
------------------------------------------
<TABLE>
<CAPTION>
Exhibit
Number Description
------- --------------------------------------------
<S> <C>
23 Consent of KPMG LLP
</TABLE>
15
