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): May 20, 1997 WEBSTER FINANCIAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-15213 06-1187536 - -------------------------------------------------------------------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 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. ------------ Filed as Exhibit 99.1 are consolidated financial statements of Webster Financial Corporation restated to reflect the acquisition by merger of DS Bancor, Inc., which was accounted for as a pooling of interests. The consolidated financial statements of Webster Financial Corporation are restated for periods prior to the date of the acquisition. Also included herein as Exhibit 99.2 are consolidated financial statements of DS Bancor Inc. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. --------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. Exhibit No. 23.1 Consent of KPMG Peat Marwick LLP. Exhibit No. 23.2 Consent of Friedberg, Smith & Co., P.C. Exhibit No. 99.1 Webster Financial Corporation restated consolidated financial statements. Exhibit No. 99.2 DS Bancor, Inc. consolidated financial statements. 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/ John V. Brennan ------------------- John V. Brennan Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Date: May 15, 1997 Exhibit Index Pages in Sequentially Numbered Exhibit No. Exhibit Copy ----------- ------- ---- Exhibit 23.1 Consent of KPMG Peat Marwick L.L.P. 1 Exhibit 23.2 Consent of Friedberg, Smith & Co., P.C. 1 Exhibit 99.1 Webster Financial Corporation 52 restated consolidated financial statements Exhibit 99.2 DS Bancor, Inc. consolidated financial statements 54