SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): January 31, 1997
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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 06702
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (202) 753-2921
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 31, 1997, Webster Financial Corporation, a Delaware
corporation ("Webster"), completed its acquisition of the assets and business of
DS Bancor, Inc., a Delaware corporation ("DS Bancor"), and its subsidiary, Derby
Savings Bank ("Derby"), pursuant to an Agreement and Plan of Merger dated
October 7, 1996 (the "Merger Agreement"). DS Bancor is the bank holding company
of Derby, a Connecticut-chartered savings bank headquartered in Derby,
Connecticut. As of September 30, 1996, DS Bancor operated 23 banking offices
located primarily in south central Connecticut and had total consolidated assets
of approximately $1.3 billion and total deposits of approximately $1.0 billion.
In accordance with the provisions of the Merger Agreement, the merger
was effected on a stock for stock basis valued at approximately $43 per share as
of the date of the merger in a tax-free exchange. Each outstanding share of DS
Bancor common stock was converted into 1.14158 shares of Webster common stock,
plus cash in lieu of fractional shares. The consideration of $43 per share
(representing approximately $137,000,000 in the aggregate) was arrived at by
negotiation between Webster and DS Bancor in a competititve bid process. As a
stock for stock transaction, the acquisition will be accounted for under the
pooling of interests method of accounting.
Webster intends to continue to operate the majority of Derby's 23
banking offices as separate branch offices of Webster, but intends to
consolidate certain offices located in the same immediate neighborhoods.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of buisiness acquired.
The following audited financial statements of DS Bancor have previously
been filed with the Securities and Exchange Commission (the "SEC") as part of DS
Bancor's Annual Report on Form 10-K for the fiscal year ended December 31, 1995
and are incorporated herein by reference:
-- Independent Auditor's Report.
-- Consolidated Statements of Position (Balance Sheets) for the fiscal
years ended December 31, 1995 and 1994.
-- Consolidated Statements of Earnings (Statements of Income) for the
fiscal years ended December 31, 1995, 1994 and 1993.
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-- Consolidated Statements of Cash Flows for the fiscal years ended
December 31, 1995, 1994 and 1993.
-- Notes to Financial Statements.
The following unaudited financial statements of DS Bancor have
previously been filed with the SEC as part of DS Bancor's Quarterly Reports on
Form 10-Q for the quarters ended September 30, 1996, June 30, 1996 and March 31,
1996 and are incorporated herein by reference:
-- Consolidated Statement of Position (Balance Sheet) as of September 30,
1996.
-- Consolidated Statements of Earnings (Statements of Income) for the
quarters ended: September 30, 1996 and 1995; June 30, 1996 and 1995;
and March 31, 1996 and 1995.
-- Consolidated Statements of Cash Flows for: the nine months ended
September 30, 1996 and 1995; the six months ended June 30, 1996 and
1995; and the three months ended March 31, 1996 and 1995.
-- Notes to Financial Statements.
(b) Pro forma financial information.
The required pro forma financial information of Webster and DS Bancor
has previously been filed with the SEC as part of Webster's Form S-4 filed on
November 8, 1996, as amended, and is incorporated herein by reference.
(c) Exhibits.
-- The Merger Agreement has previously been filed with the SEC as Exhibit
99.1 to the Schedule 13D filed by Webster on October 17, 1996 and is
incorporated herein by reference.
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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)
Date: February 13, 1997 /s/ John v. Brennan
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John V. Brennan
Executive Vice President, Chief
Financial Officer and Treasurer