FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 1996 WEBSTER FINANCIAL CORPORATION ---------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-15213 06-1187536 ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) Webster Plaza, Waterbury, Connecticut 06720 ------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (203) 753-2921 --------------- Not Applicable ------------------------------------------------------------ (Former name or former address, if changed since last report) Item 5 Other Events ------------ Amendment of Rights Agreement. Effective November 4, 1996, in connection with the Rights Agreement (the "Agreement") dated as of February 5, 1996 by and between Webster Financial Corporation (the "Company") and Chemical Mellon Shareholder Services, L.L.C. (now known as ChaseMellon Shareholder Services, L.L.C., and referred to as "Chase"), the Company removed Chase as Rights Agent and appointed American Stock Transfer & Trust Company ("AST") as successor Rights Agent. Also as of November 4, 1996, the Company and AST executed Amendment No. 1 to Rights Agreement, which is attached as an exhibit hereto, and incorporated by reference herein. Item 7. Financial Statements and Exhibits --------------------------------- c. Exhibits Exhibit No. Description ----------- ----------- 4 Amendment No. 1 to Rights Agreement 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 ----------------------------- (Registrant) /s/ James C. Smith ------------------------------ James C. Smith Chairman and Chief Executive Officer Date: November 22, 1996