FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 1995
WEBSTER FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-15213 06-1187536
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Webster Plaza, Waterbury, Connecticut 06702
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(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 753-2921
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First Federal Plaza, Waterbury, Connecticut
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06702 (Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
The Joint Proxy Statement/Prospectus (the "Joint Proxy
Statement/Prospectus") contained in Webster Financial Corporation's Registration
Statement on Form S-4 (Registration No. 33-61403) on the date said Registration
Statement was declared effective by the SEC is attached hereto as Exhibit 2 and
is incorporated herein by reference. Capitalized terms used but not defined
herein have the meaning given them in the Joint Proxy Statement/Prospectus.
The proposed Merger described in the Joint Proxy Statement/
Prospectus pursuant to which Webster acquired Shelton was consummated on
November 1, 1995. In accordance with the terms of the Merger Agreement, Webster
issued 1,293,056 shares of its Common Stock as consideration for the Merger to
the shareholders of Shelton.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired. The audited
consolidated statements of condition of Shelton as of June 30, 1995 and 1994,
and the related consolidated statements of income, changes in stockholders'
equity and cash flows for each of the three years in the period ended June 30,
1995, are included in the Joint Proxy Statement/Prospectus attached hereto as
Exhibit 2, which statements are incorporated herein by reference.
The unaudited consolidated statement of condition of Shelton
as of September 30, 1995 and the related consolidated statements of income,
changes in stockholders' equity and cash flows for the three-month periods ended
September 30, 1995 and 1994 are included in Shelton's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1995, which Form 10-Q is
attached hereto as Exhibit 99.1 and is hereby incorporated herein by reference.
(b) Pro Forma Financial Information. The Webster/Shelton pro
forma combined statements of income for the years ended December 31, 1994,
December 31, 1993 and December 31, 1992 (unaudited) are included in the Joint
Proxy Statement/Prospectus, attached hereto as Exhibit 2, which is incorporated
herein by reference.
The unaudited statement of condition of Webster at September
30, 1995 and the related consolidated statements of income and cash flows for
the nine-month periods ended September 30, 1995 and 1994 are included in
Webster's Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1995.
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Set forth as follows is the Webster/Shelton pro forma combined
statement of condition at September 30, 1995 (unaudited) and the related pro
forma combined statement of income for the nine months ended September 30, 1995
(unaudited):
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WEBSTER FINANCIAL CORPORATION
SHELTON BANCORP, INC.
PRO FORMA COMBINED STATEMENT OF CONDITION
SEPTEMBER 30, 1995
(Unaudited)
Webster Shelton Pro Forma Pro Forma
(historical) (historical) Adjustments Combined
----------- ---------- ----------- -----------
(In Thousands)
ASSETS
Cash and Due from Depository Institutions........... $ 39,851 $ 8,489 $ --- $ 48,340
Interest-bearing Deposits........................... 70,675 4,422 --- 75,097
Securities.......................................... 131,410 39,183 --- 170,593
Mortgage-backed Securities.......................... 929,321 13,401 --- 942,722
Loans Receivable, Net............................... 1,650,011 222,531 --- 1,872,542
Accrued Interest Receivable......................... 19,702 1,929 --- 21,631
Premises and Equipment, Net......................... 30,529 5,683 --- 36,212
Segregated Assets, Net.............................. 116,365 --- --- 116,365
Foreclosed Properties, Net.......................... 18,144 657 --- 18,801
Core Deposits Intangible ........................... 4,916 --- --- 4,916
Prepaid Expenses and Other Assets................... 23,671 2,042 --- 25,713
----------- ---------- ------ -----------
TOTAL ASSETS.................................... $ 3,034,595 $ 298,337 $ --- $ 3,332,932
=========== ========== ====== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits............................................ $ 2,159,101 $ 271,967 --- $ 2,431,068
Federal Home Loan Bank Advances..................... 541,715 3,700 --- 545,415
Other Borrowings.................................... 130,094 --- --- 130,094
Advance Payments by Borrowers for Taxes
and Insurance..................................... 7,453 1,312 --- 8,765
Accrued Expenses and Other Liabilities.............. 42,403 514 2,060 (a) 44,977
----------- --------- ----- -----------
Total Liabilities............................... 2,880,766 277,493 2,060 3,160,319
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SHAREHOLDERS' EQUITY
Common Stock....................................... 62 1,501 (1,487)(b) 76
Paid in Capital.................................... 96,728 8,411 737 (b) 105,876
Retained Earnings.................................. 63,702 11,682 (2,060)(b) 73,324
Less Treasury Stock at Cost........................ (3,207) (750) 750 (b) (3,207)
Less Employee Stock Ownership Plan
Shares Purchased with Debt........................ (3,456) --- --- (3,456)
----------- --------- ------ ------------
Total Shareholders' Equity........................ 153,829 20,844 (2,060) 172,613
----------- --------- ------ -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY............................ $ 3,034,595 $ 298,337 $ --- $3,332,932
=========== ========= ====== ==========
The pro forma combined statement of condition has not been adjusted to
reflect any of the improvements in operating efficiencies that Webster
anticipates may occur in the future due to the Merger with Shelton.
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WEBSTER FINANCIAL CORPORATION
SHELTON BANCORP, INC.
PRO FORMA COMBINED STATEMENT OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 1995
(Unaudited)
Webster Shelton Pro Forma
(In Thousands) (historical) (historical) Combined
------------ ------------ ----------
Interest Income:
Loans and Segregated Assets....................... $103,230 $ 12,310 $ 115,540
Mortgage-backed Securities........................ 36,853 555 37,408
Securities and Interest-bearing Deposits.......... 6,838 2,004 8,842
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Total Interest Income........................... $146,921 $14,869 $161,790
Interest Expense:
Interest on Deposits.............................. 64,885 7,923 72,808
Interest on Borrowings............................ 23,141 245 23,386
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Total Interest Expense.......................... 88,026 8,168 96,194
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Net Interest Income............................... 58,895 6,701 65,596
Provision for Loan Losses........................... 1,080 315 1,395
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Net Interest Income After Provision for
Loan Losses...................................... 57,815 6,386 64,201
Noninterest Income:
Fees and Service Charges.......................... 9,795 795 10,590
Gain on Sale of Loans, Net ....................... 1,026 15 1,041
Gain on Sale of Securities, Net................... 1,225 5 1,230
Other Noninterest Income.......................... 2,039 457 2,496
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Total Noninterest Income........................ 14,085 1,272 15,357
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Noninterest Expenses:
Salaries and Employee Benefits.................... 25,519 2,365 27,884
Occupancy Expense of Premises..................... 4,274 239 4,513
Furniture and Equipment Expenses.................. 4,129 394 4,523
Federal Deposit Insurance Premiums................ 2,984 288 3,272
Foreclosed Property Expenses and
Provisions, Net.................................. 3,337 55 3,392
Other Operating Expenses.......................... 10,894 1,612 12,506
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Total Noninterest Expenses...................... 51,137 4,953 56,090
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Income Before Income Taxes.......................... 20,763 2,705 23,468
Income Taxes........................................ 6,385 1,054 7,439
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Net Income ......................................... 14,378 1,651 16,029
Preferred Stock Dividends........................... 972 --- 972
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Net Income Available to Common Shareholders......... $ 13,406 $ 1,651 $ 15,057
========= ========= =========
Net Income Per Common Share (c):
Primary........................................... $ 2.40 $ 1.18 $ 2.19
========= ========= ==========
Fully Diluted..................................... $ 2.19 $ 1.18 $ 2.04
========= ========= ==========
The pro forma combined statement of income has not been adjusted to reflect
any of the improvements in operating efficiencies that Webster anticipates may
occur in the future due to the Merger with Shelton.
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NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(a) Represents the estimated merger costs that will be incurred by Webster and
Shelton. These costs are not reflected in the Pro Forma Combined Statements of
Income since these items do not have a continuing impact upon Webster. The
following table summarizes the financial impact of the additional accruals as
reflected in the Pro Forma Combined Statement of Financial Condition (in
thousands):
Compensation (severance and related costs) $ 1,500
Transaction costs (including investment bankers,
attorneys and accountants) 650
Computer conversion costs (including consultants and the
transfer of customer records) 350
Redundant data processing hardware and software 125
Miscellaneous expenses 375
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Total pre-tax adjustments $ 3,000
Income tax effect (940)
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Net after tax adjustments $ 2,060
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All of the accrual adjustments noted above are deemed to be period
costs and will be charged to the statement of income in the quarter in which the
Merger is consummated.
(b) Represents the elimination of Shelton's historical aggregate $1.00 per share
par value of $1.5 million, the issuance of Webster Stock at aggregate $0.01 per
share par value of $14,000, the elimination of Shelton's Treasury Stock and the
net effect on Paid in Capital.
(c) Pro Forma Combined Webster and Shelton Net Income per Common Share data have
been determined based upon (i) the combined historical net income of Webster and
Shelton and (ii) the combined historical weighted average common equivalent
shares of Webster and Shelton. For purposes of this determination, Shelton's
historical weighted average common shares outstanding were multiplied by the .92
Exchange Ratio.
* * *
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(c) Exhibits.
2. Joint Proxy Statement/Prospectus included in the
Registrant's Registration Statement on Form S-4 (Registration No. 33-61403) as
of the date such Registration Statement was declared effective by the SEC.
99.1. Shelton Bancorp, Inc. Quarterly Report on Form
10-Q for the three month period ended September 30, 1995, filed with the SEC on
October 30, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
WEBSTER FINANCIAL CORPORATION
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(Registrant)
/s/John V. Brennan
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John V. Brennan
Executive Vice President, Chief Financial
Officer and Treasurer
Date: November 1, 1995
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