UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 8, 1996
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 (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
Webster Plaza, Waterbury, Connecticut 06720
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(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 753-2921
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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Webster Financial Corporation and DS Bancor, Inc. announced today that
they have signed a definitive merger agreement by which Webster Financial
Corporation will acquire DS Bancor, Inc. on a stock for stock basis for $43 per
share in a tax-free exchange. The merger must be approved by Webster and Derby
shareholders and by federal and state bank regulatory authorities and is subject
to various customary closing conditions. The merger agreement has been approved
by the boards of directors of both Webster and Derby. Derby has granted Webster
an option, exercisable under certain conditions, to purchase newly issued shares
of Derby common stock equal to 18.6 percent of its outstanding shares. The
merger agreement contains mutual provisions for expense reimbursement and a
breakup fee under certain conditions. The acquisition is expected to close in
the first quarter of 1997 and to be accounted for as a pooling of interests.
Webster issued a press release on October 8, 1996 describing the signing of the
definitive agreement with DS Bancor, Inc. Such press release is filed as Exhibit
99 hereto and is incorporated by reference herein.
Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99. Press Release of Webster dated October 8, 1996.
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: October 9, 1996
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EXHIBIT INDEX
Pages in Sequentially
Exhibit No. Exhibit Numbered Copy
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Exhibit 99 Press Release of Webster 5
dated October 8, 1996