SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
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 3, 1998
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 Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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
On November 4, 1998, Webster Financial Corporation ("Webster") announced
that it had entered into an Agreement and Plan of Merger (the "Maritime
Agreement") by which Webster will acquire Maritime Bank & Trust Company
("Maritime Bank") in a tax-free stock-for-stock exchange (the "Maritime
Merger"). The Maritime Merger must be approved by the shareholders of Maritime
Bank and by federal and state bank regulatory authorities and is subject to
various customary closing conditions. In connection with the Maritime Agreement,
Webster and Maritime Bank entered into an Option Agreement purusant to which
Maritime Bank granted Webster an option, exercisable under certain
circumstances, to purchase an aggregate of 141,004 newly issued shares of common
stock, par value $0.67 per share, of Maritime Bank.
Webster issued a press release on November 4, 1998 describing the signing
of the Maritime Agreement. Such press release is filed as Exhibit 99.1 hereto
and is incorporated by reference herein.
On November 11, 1998, Webster announced that it had entered into an
Agreement and Plan of Merger (the "Village Agreement") by which Webster will
acquire Village Bancorp, Inc. ("Village"), the holding company for The Village
Bank & Trust Company, in a tax-free stock-for-stock exchange (the "Villiage
Merger"). Holders of Village common stock may elect to receive up to 20 percent
of the merger consideration in cash rather than stock in accordance with the
Village Agreement. The Village Merger must be approved by the shareholders of
Village and by federal and state bank regulatory authorities and is subject to
various customary closing conditions. In connection with the Village Agreement,
Webster and Village entered into an Option Agreement pursuant to which Village
granted Webster an option, exercisable under certain circumstances, to purchase
an aggregate of 388,466 newly issued shares of common stock, par value $3.33 per
share, of Village.
Webster issued a press release on November 11, 1998 describing the signing
of the Village Agreement. Such press release is filed as Exhibit 99.2 hereto and
is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a. Not applicable.
b. Not applicable.
c. Exhibits
EXHIBIT NO. DESCRIPTION
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99.1 Press Release of Webster Financial Corporation
dated November 4, 1998.
99.2 Press Release of Webster Financial Corporation
dated November 11, 1998.
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
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(Registrant)
By: /s/ John V. Brennan
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Name John V. Brennan
Title: Executive Vice President,
Chief Financial Officer, and
Treasurer
Date: November 23, 1998
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT DESCRIPTION
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99.1 Press Release of Webster Financial Corporation dated November 4, 1998.
99.2 Press Release of Webster Financial Corporation dated November 11, 1998.