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 26, 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)
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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On October 26, 1997, Webster Financial Corporation ("Webster") entered into
an Agreement and Plan of Merger (the "Agreement") by which Webster will acquire
Eagle Financial Corp. ("Eagle") in a tax-free stock-for-stock exchange (the
"Merger"). The Merger must be approved by the stockholders of Webster and Eagle
and by regulatory authorities and is subject to various customary closing
conditions. In connection with the Agreement, Webster and Eagle entered into an
Option Agreement pursuant to which Eagle granted Webster an option, exercisable
under certain circumstances, to purchase an aggregate of 1,256,991 newly issued
shares of common stock, par value $.01 per share, of Eagle at an exercise price
of $41.25.
Webster issued a press release on October 27, 1997 relating to the signing
of the Agreement with Eagle. Such press release is filed as Exhibit 99.1 hereto
and is incorporated by reference herein. On October 27, 1997 management of
Webster and Eagle held a discussion with securities analysts relating to the
proposed Merger. The related analyst presentation is filed at Exhibit 99.2
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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99.1 Press Release of Webster Financial
Corporation dated October 27, 1997.
99.2 Analyst Presentation of Webster Financial
Corporation dated October 27, 1997
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: November 7, 1997