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) April 4, 1997
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 File Number) (IRS Employer
jurisdiction of 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: (203) 755-1422
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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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On April 4, 1997, Webster Financial Corporation ("Webster") announced
that it had entered into an Agreement and Plan of Merger (the "Agreement") by
which Webster will acquire People's Savings Financial Corp. ("People's Corp.")
in a tax-free stock-for-stock exchange (the "Merger"). The Merger must be
approved by the shareholders of People's Corp. and by federal and state bank
regulatory authorities and is subject to various customary closing conditions.
In connection with the Agreement, Webster and People's Corp. entered into an
Option Agreement (the "Option Agreement") pursuant to which People's Corp.
granted Webster an option, exercisable under certain circumstances, to purchase
an aggregate of 476,167 newly issued shares of common stock, par value $1.00 per
share, of People's Corp.
The Agreement (including exhibits thereto) and the Option Agreement are
attached hereto as Exhibit 2.1 and Exhibit 2.2, respectively, and are
incorporated by reference herein. Webster issued a press release on April 4,
1997 describing the signing of the Agreement with People's Corp. 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
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of
April 4, 1997, by and between Webster
Financial Corporation, Webster Subsidiary
Corporation and People's Savings Financial
Corp.
2.2 Option Agreement, dated as of April 4, 1997,
by and between Webster Financial Corporation
and People's Savings Financial Corp.
99 Press Release of Webster Financial
Corporation dated April 4, 1997.
SIGNATURE
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
Date: April 8, 1997 By: /s/ John V. Brennan
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John V. Brennan
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
INDEX TO EXHIBITS
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Exhibit
Number Exhibit Description Page
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2.1 Agreement and Plan of Merger, dated as of April 6
4, 1997, by and between Webster Financial
Corporation, Webster Subsidiary Corporation and
People's Savings Financial Corp.
2.2 Option Agreement, dated as of April 4, 1997, by 78
and between Webster Financial Corporation and
People's Savings Financial Corp.
99 Press Release of Webster Financial Corporation 90
dated April 4, 1997.