Exhibit 99.2
ELECTION FORM AND LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE,
OF NORTH AMERICAN BANK & TRUST COMPANY
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DESCRIPTION OF SHARES SURRENDERED
(Please fill in. Attach separate schedule if needed.)
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NAMES(S) AND ADDRESS OF REGISTERED HOLDER(S)
If there is any error in the name or address shown below,
please make the necessary corrections Certificate No(s) Number of Shares
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TOTAL SHARES
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Mail or deliver this Election Form and Letter of Transmittal, together with the
certificate(s) representing your shares, to the Exchange Agent:
AMERICAN STOCK TRANSFER & TRUST COMPANY
59 MAIDEN LANE
PLAZA LEVEL
NEW YORK, NEW YORK 10038
ATTN: REORGANIZATION DEPARTMENT
For Information Call: (800) 937-5449
Method of delivery of the certificate(s) is at the option and risk of the owner
thereof. See Instruction 5.
ELECTION DEADLINE IS 5:00 P.M., NEW YORK TIME, ON ___________, 2003
IF YOUR CERTIFICATE(S) HAS BEEN LOST, STOLEN, MISPLACED OR MUTILATED CONTACT THE
EXCHANGE AGENT AT THE NUMBER ABOVE. SEE INSTRUCTION 3.
Pursuant to the terms of the Agreement and Plan of Merger dated as of June
4, 2003 (the "Merger Agreement") by and among Webster Financial Corporation
("Webster Financial"), Webster Bank ("Webster Bank") and North American Bank &
Trust Company ("North American"), upon consummation of the merger of North
American and Webster Bank, each share of North American common stock will be
converted into the right to receive a combination of (i) 0.1503 shares of
Webster Financial common stock and (ii) $5.625 in cash, or the right to elect to
receive either (i) solely $11.25 in cash or (ii) solely 0.3007 shares of Webster
Financial common stock. Subject to the allocation procedures in the Merger
Agreement, North American stockholders are being given the opportunity to elect
the form of consideration to be received in the merger. For a full discussion of
the merger and effect of this election, see the Proxy Statement/Prospectus dated
_________, 2003.
THIS ELECTION GOVERNS THE CONSIDERATION THAT YOU, AS A STOCKHOLDER OF NORTH
AMERICAN, WILL RECEIVE IF THE MERGER IS APPROVED AND CONSUMMATED. THIS ELECTION
MAY ALSO AFFECT THE INCOME TAX TREATMENT OF THE CONSIDERATION THAT YOU RECEIVE.
Complete the box below to make an election (1) to have each of your shares
of North American common stock converted into the right to receive 0.3007 shares
of Webster Financial common stock, (a "Stock Election"), OR (2) to have each of
your shares of North American common stock converted into the right to receive
$11.25 per share (a "Cash Election"), OR (3) to indicate that you make no
election. If the "NON-ELECTION" box is checked, you will receive a combination
of 0.1503 shares of Webster Financial common stock and $5.625 per share for each
share of North American common stock pursuant to the allocation procedures set
forth in the Merger Agreement after all Stock Elections and Cash Elections have
been given effect.
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ELECTION
I hereby elect to receive the following as consideration for my shares of North
American common stock:
(check only one box)
[ ] STOCK ELECTION - Each share of North American common stock converted into
0.3007 shares of Webster Financial common stock per share.
[ ] CASH ELECTION - Each share of North American common stock converted into
cash payment of $11.25 per share.
[ ] NON-ELECTION - Each share of North American common stock converted into a
combination of 0.1503 shares of Webster Financial common stock and a cash
payment of $5.625 per share.
You will be deemed to have made a NON-ELECTION if:
A. No choice is indicated above;
B. You fail to follow the instructions on this Election Form and Letter of
Transmittal (including submission of your North American common stock
certificates) or otherwise fail properly to make an election; or
C. A completed Election Form and Letter of Transmittal (including submission
of your North American common stock certificates) is not actually received
by the Election Deadline.
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The Merger Agreement provides that a maximum of 50% of the shares of North
American common stock issued and outstanding on the date of the merger can be
converted into solely cash consideration (i.e., at least 50% of the total number
of shares of North American common stock issued and outstanding on the date of
the merger must be converted into shares of Webster common stock) and at least
25% of the total number of shares of North American common stock issued and
outstanding on the date of the merger must be converted into the cash
consideration. The Merger Agreement contains allocation and proration procedures
to achieve this result. Accordingly, no guarantee can be made that you will
receive solely stock or solely cash, if so elected, and depending on the
elections of other North American stockholders, the amount of cash and stock
that you receive may differ from the amounts you elect to receive.
TO BE EFFECTIVE, THIS ELECTION FORM AND LETTER OF TRANSMITTAL MUST BE
PROPERLY COMPLETED, SIGNED AND DELIVERED TO THE EXCHANGE AGENT, TOGETHER WITH
THE CERTIFICATES REPRESENTING YOUR SHARES, AT THE ADDRESS ABOVE PRIOR TO THE
ELECTION DEADLINE.
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The undersigned represents that I (we) have full authority to surrender the
certificate(s) for exchange without restriction. Please issue the new
certificate and check in the name shown above to the above address unless
instructions are given in the boxes below.
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SPECIAL ISSUANCE/PAYMENT INSTRUCTIONS
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Complete ONLY if the new certificate and/or check is to be
issued in a name which differs from the name on the
surrendered certificate(s). Issue to:
Name: __________________________________________________
Address: _______________________________________________
________________________________________________________
(Please also complete Substitute Form W-9 on page 4 AND
See instructions regarding signature guarantee. See
Instructions 7, 8 and 9)
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SPECIAL DELIVERY INSTRUCTIONS
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Complete ONLY if the new certificate and/or check is to be
mailed to some address other than the address reflected
above. Mail to:
Name: __________________________________________________
Address: _______________________________________________
_________________________________________________________
See Instruction 8
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YOU MUST SIGN IN THE BOX BELOW
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* SIGNATURE(S) REQUIRED *
Signature of Registered Holder(s) or Agent
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Must be signed by the registered holder(s) EXACTLY as
name(s) appear(s) on stock certificate(s). If signature is
by a trustee, executor, administrator, guardian,
attorney-in-fact, officer for a corporation acting in a
fiduciary or representative capacity, or other person,
please set forth full title.
See Instructions 6, 7 and 8.
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Registered Holder
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Registered Holder
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Title, if any
Date: ________________ Phone No.: ______________________
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SIGNATURE(S) GUARANTEED (IF REQUIRED)
See Instruction 7.
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Unless the shares are tendered by the registered holder(s)
of the common stock, or for the account of a member of a
"Signature Guarantee Program" ("STAMP"), Stock Exchange
Medallion Program ("SEMP") or New York Stock Exchange
Medallion Signature Program ("MSP") (an "Eligible
Institution"), your signature(s) must be guaranteed by an
Eligible Institution
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Authorized Signature
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Name of Firm
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Address of Firm - Please Print
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ALSO: SIGN AND PROVIDE YOUR TAX ID NUMBER ON PAGE 5 OF THIS FORM.
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INSTRUCTIONS
(Please read carefully the instructions below)
1. ELECTION DEADLINE: For any election contained herein to be considered,
this Election Form and Letter of Transmittal, properly completed and signed,
together with the related North American common stock certificates, must be
received by the Exchange Agent at the address on the front of this Election Form
and Letter of Transmittal no later than 5:00 P.M., NEW YORK TIME, ON
___________, 2003. The Exchange Agent, in its sole discretion, will determine
whether any Election Form and Letter of Transmittal is received on a timely
basis and whether an Election Form and Letter of Transmittal has been properly
completed.
2. REVOCATION OR CHANGE OF ELECTION FORM: Any Election Form and Letter of
Transmittal may be revoked or changed by written notice from the person
submitting such form to the Exchange Agent, but to be effective such notice must
be received by the Exchange Agent at or prior to the Election Deadline. The
Exchange Agent will have discretion to determine whether any revocation or
change is received on a timely basis and whether any such revocation or change
has been properly made.
3. SURRENDER OF CERTIFICATE(S); LOST CERTIFICATE(S): For any election
contained herein to be effective, this Election Form and Letter of Transmittal
must be accompanied by the certificate(s) evidencing your shares and any
required accompanying evidences of authority. If your certificate(s) has been
lost, stolen, misplaced or destroyed, contact the Exchange Agent for
instructions at 1-800-937-5449 prior to submitting this Election Form and Letter
of Transmittal.
4. TERMINATION OF MERGER: In the event of termination of the Merger
Agreement, the Exchange Agent will promptly return stock certificates
representing shares of North American common stock. Certificates representing
shares of North American common stock held directly by North American
stockholders will be returned by registered mail. The Exchange Agent and North
American will use their commercially reasonable efforts to facilitate return of
North American stock certificates in the event of termination of the Merger
Agreement, but return of certificates other than by registered mail will only be
made at the expense, written direction and risk of the requesting North American
stockholder, accompanied by a pre-paid, pre-addressed return courier envelope
sent to the Exchange Agent.
5. METHOD OF DELIVERY: Your old certificate(s) and the Election Form and
Letter of Transmittal must be sent or delivered to the Exchange Agent. Do not
send them to Webster Financial or North American. The method of delivery of
certificates to be surrendered to the Exchange Agent at the address set forth on
the front of the Election Form and Letter of Transmittal is at the option and
risk of the surrendering stockholder. Delivery will be deemed effective only
when received. IF THE CERTIFICATE(S) ARE SENT BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED AND PROPERLY INSURED, IS SUGGESTED. A return envelope
is enclosed.
6. NEW CERTIFICATE/CHECK ISSUED IN THE SAME NAME: If the new certificate
and check are issued in the same name as the surrendered certificate is
registered, the Election Form and Letter of Transmittal should be completed and
signed exactly as the surrendered certificate is registered. Do not sign the
certificate(s). Signature guarantees are not required if the certificate(s)
surrendered herewith are submitted by the registered owner of such shares who
has not completed the section entitled "Special Issuance/Payment Instructions"
or are for the account of an Eligible Institution. If any of the shares
surrendered hereby are owned by two or more joint owners, all such owners must
sign this Election Form and Letter of Transmittal exactly as written on the face
of the certificate(s). If any shares are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Election Forms and Letters of Transmittal as there are different
registrations. Election Forms and Letters of Transmittal executed by trustees,
executors, administrators, guardians, officers of corporations, or others acting
in a fiduciary capacity who are not identified as such in the registration must
be accompanied by proper evidence of the signer's authority to act.
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7. NEW CERTIFICATE/CHECK ISSUED IN DIFFERENT NAME: If the section
entitled "Special Issuance/Payment Instructions" is completed then signatures on
this Election Form and Letter of Transmittal must be guaranteed by a firm that
is a bank, broker, dealer, credit union, savings association or other entity
which is a member in good standing of the Securities Transfer Agents' Medallion
Program (each an "Eligible Institution"). If the surrendered certificates are
registered in the name of a person other than the signer of this Election Form
and Letter of Transmittal, or if issuance is to be made to a person other than
the signer of this Election Form and Letter of Transmittal, or if the issuance
is to be made to a person other than the registered owner(s), then the
surrendered certificates must be endorsed or accompanied by duly executed stock
powers, in either case signed exactly as the name(s) of the registered owners
appear on such certificate(s) or stock power(s), with the signatures on the
certificate(s) or stock power(s) guaranteed by an Eligible Institution as
provided herein.
8. SPECIAL ISSUANCE/PAYMENT AND DELIVERY INSTRUCTIONS: Indicate the name
and address in which the new certificate and/or check is to be sent if different
from the name and/or address of the person(s) signing this Election Form and
Letter of Transmittal. The stockholder is required to give the social security
number or the employer identification number of the record owner of the Shares.
If Special Issuance/Payment Instructions have been completed, the stockholder
named therein will be considered the record owner for this purpose.
9. SUBSTITUTE FORM W-9: Under the Federal income tax law, a non-exempt
stockholder is required to provide the Exchange Agent with such stockholder's
correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 below.
If the certificate(s) are in more than one name or are not in the name of the
actual owner, consult the enclosed Substitute Form W-9 guidelines for additional
guidance on which number to report. Failure to provide the information on the
form may subject the surrendering stockholder to 30% federal income tax
withholding on the payment of any cash. The surrendering stockholder must check
the box in Part III if a TIN has not been issued and the stockholder has applied
for a number or intends to apply for a number in the near future. If a TIN has
been applied for and the Exchange Agent is not provided with a TIN before
payment is made, the Exchange Agent will withhold 30% on all payments to such
surrendering stockholders of any cash consideration due for their former shares.
Please review the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional details on what
Taxpayer Identification Number to give the Exchange Agent.
PAYER: AMERICAN STOCK TRANSFER & TRUST COMPANY
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SUBSTITUTE FORM W-9 PART I--PLEASE PROVIDE YOUR TIN IN THE Social Security No. or Employer
DEPARTMENT OF THE TREASURY SPACE AT THE RIGHT AND CERTIFY BY Identification No.
INTERNAL REVENUE SERVICE SIGNING AND DATING BELOW _______________________________
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PAYER'S REQUEST FOR TAXPAYER PART II--FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING, SEE PART II
IDENTIFICATION NUMBER (TIN) THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER AWAITING TIN: [ ]
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 AND
COMPLETE AS INSTRUCTED THEREIN.
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CERTIFICATION--Under penalties of perjury, I certify that: (1) The number shown on this form is my correct
Taxpayer Identification Number (or I am waiting for a number to be issued to me), AND (2) I am not subject to
backup withholding either because I have not been notified by the Internal Revenue Service (IRS) that I am
subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has
notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you
are subject to backup withholding because of underreporting interest or dividends on your tax return. However,
if after being notified by the IRS that you were subject to backup withholding, you received another
notification from the IRS that you were no longer subject to backup withholding, do not cross out item (2).
ALSO SEE INSTRUCTIONS IN THE ENCLOSED GUIDELINES.
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PLEASE SIGN HERE SIGNATURE DATE
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