EXHIBIT 99.2
CASH ELECTION FORM AND LETTER OF TRANSMITTAL
FOR SHARES OF COMMON STOCK OF
VILLAGE BANCORP, INC.
INTRODUCTION
This Cash Election Form and Letter of Transmittal, which we refer to as the
election form, relates to the proposed merger of Village Bancorp, Inc. into
Webster Financial Corporation pursuant to the Agreement and Plan of Merger,
dated as of November 11, 1998, by and between Webster Financial and Village
Bancorp.
This election form must be completed by holders of shares of Village
Bancorp's common stock ("Village Shares") who wish to make an election (a "Cash
Election") to receive $23.50 in cash per Village Share for some or all of their
Village Shares. If you prefer to receive shares of Webster Financial's common
stock rather than cash for all your Village Shares, you do not need to complete
this election form. Any Village Bancorp shareholder who does not make an
election for all of their Village Shares by completing an election form and
satisfying the other requirements described in this form will be sent a separate
letter of transmittal with instructions after the merger takes place.
The election process is summarized on pages 19 to 21 of the proxy
statement/prospectus of Village Bancorp and Webster Financial dated March ___,
1999 that was sent to you with this election form. The election process also is
set forth in the merger agreement, which was filed on February 8, 1999 with the
Securities and Exchange Commission as Exhibit 2.1 to Webster Financial's
registration statement on Form S-4. For a copy of the merger agreement, call or
write to the person listed in instruction C3 on page 14 of this election form or
see page 53 of the proxy statement/ prospectus, which explains how to obtain
copies of documents filed with the SEC. YOU SHOULD READ THE MERGER AGREEMENT AND
THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING AN ELECTION.
Under the merger agreement, each holder of Village Shares at the close of
business on March 15, 1999 may choose to receive for each Village Share that
they held at that time (i) $23.50 in cash, subject to the limitation described
below, (ii) share(s) of Webster Financial's common stock based on a 15 day
average closing market price for Webster Financial's common stock described
below, or (iii) a combination of cash and Webster Financial's common stock. If
you do not make a Cash Election for any Village Shares that you hold, you will
not be entitled to receive any cash in exchange for any of your Village Shares
in the merger and will be deemed to have elected to receive Webster Financial's
common stock for all of your Village Shares.
THE MERGER AGREEMENT LIMITS THE AMOUNT OF CASH THAT CAN BE PAID IN THE
MERGER. WE CANNOT ASSURE YOU THAT HOLDERS OF VILLAGE SHARES WHO CHOOSE TO
RECEIVE CASH IN THE MERGER WILL RECEIVE CASH FOR SOME OR ALL OF THE VILLAGE
SHARES THAT THEY HOLD. In the merger agreement, Webster Financial and Village
Bancorp agreed that no more than 20% of the total value of the merger
consideration could be used to pay Village Bancorp shareholders who chose to
receive cash instead of Webster Financial's common stock, to pay cash instead of
fractional shares and to pay cash to any dissenters. If too many Village Bancorp
shareholders decide that they want to receive cash instead of Webster
Financial's common stock, those shareholders will receive a prorated amount of
cash, and the remainder of the merger consideration that they are entitled to
receive will be paid to them in Webster Financial's common stock. If the amount
of cash paid instead of fractional shares and to dissenters exceeds the 20%
limit, no cash would be paid to Village Bancorp shareholders who choose to
receive cash instead of Webster Financial's common stock.
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Any Village Shares that are converted into Webster Financial's common stock
in the merger will be converted on the basis of a 15 day average closing market
price of Webster Financial's common stock, computed to four decimal places. The
15 day average price will be the average of the daily closing prices per share
for Webster Financial's common stock for the 15 consecutive trading days during
which Webster Financial's common stock is actually traded as reported on the
Nasdaq Stock Market's National Market Tier ending on the day before the receipt
of the last required federal bank regulatory approval or waiver required for the
merger of our bank subsidiaries, The Village Bank & Trust Company and Webster
Bank. If the 15 day average price is between $19.50 and $27.50, shares of
Village Bancorp's common stock will be converted into $23.50 worth of Webster
Financial's common stock. If the 15 day average price is greater than $27.50,
the exchange ratio will be 0.8545. If the 15 day average price is less than
$19.50, the exchange ratio will be 1.2051, unless Village Bancorp gives Webster
Financial notice of its intention to terminate the merger agreement because the
15 day average price is less than $17.55. If Village Bancorp takes this action,
Webster Financial can decide that the exchange ratio will be determined by
dividing $21.15 by the 15 day average price, computed to four decimal places,
and the merger agreement will remain in effect.
A holder of Village Shares exchanged in the merger who would otherwise have
been entitled to receive a fraction of a share of Webster Financial's common
stock will receive an amount of cash equal to (i) the fraction of a share of
Webster Financial's common stock to which the shareholder would otherwise be
entitled multiplied by (ii) the average of the daily closing prices per share
for Webster Financial's common stock for the 15 consecutive trading days on
which shares of Webster Financial's common stock are actually traded as reported
on the Nasdaq Stock Market's National Market Tier ending on the third trading
day before the closing date of the merger.
The Boards of Directors of Webster Financial and Village Bancorp are not
making a recommendation to you as to the type of consideration you should choose
to receive in the merger. You must make your own decision about whether you want
to receive cash and/or Webster Financial's common stock for your Village Shares.
MAKING A CASH ELECTION
For a Cash Election to be effective, this election form, properly
completed, together with the certificate(s) representing the Village Shares
covered by the Cash Election (or with (i) a Guarantee of Delivery as provided in
this election form or (ii) the documents required pursuant to instruction C4
concerning lost certificates) and all other required documents, MUST BE RECEIVED
BY AMERICAN STOCK TRANSFER & TRUST COMPANY, THE EXCHANGE AGENT, BEFORE 5:00
P.M., EASTERN STANDARD TIME, ON APRIL 27, 1999 (THE "ELECTION DEADLINE") AT THE
ADDRESS SET FORTH BELOW.
AMERICAN STOCK TRANSFER & TRUST COMPANY
40 WALL STREET
NEW YORK, NY 10005
ATTN: SHAREHOLDER SERVICES
TELEPHONE: (718) 921-8200
FACSIMILE: (718) 236-2641
Delivery of this election form to an address different from the address set
forth above will not constitute a valid delivery. You must sign this election
form where indicated below and complete the Substitute Form W-9 that is a part
of this form. IF ALL REQUIRED DOCUMENTS ARE NOT RECEIVED BEFORE THE ELECTION
DEADLINE, YOU WILL BE DEEMED TO HAVE CHOSEN TO RECEIVE WEBSTER FINANCIAL'S
COMMON STOCK FOR ALL OF YOUR VILLAGE SHARES.
A Cash Election is subject to the 20% limitation described above and the
instructions set forth in this election form, which begin on page 11. The merger
agreement and the proxy
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statement/prospectus are incorporated by reference into this election form.
Copies of these documents are available upon request (see instruction C3).
PLEASE READ THE INSTRUCTIONS TO THIS ELECTION FORM CAREFULLY BEFORE COMPLETING
IT.
This election form and all other required documents should be returned to
the Exchange Agent in the accompanying envelope. Do not send this election form
with your blue proxy card. A Cash Election may be revoked at any time before the
Election Deadline (see instruction B4). If the merger does not take place, your
certificate(s) will be returned to you. After the Election Deadline, you will
not have another chance to make a Cash Election.
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To: American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
Ladies and Gentlemen:
The undersigned hereby surrenders the certificate(s) listed in Box B below
(or guarantees delivery of such certificate(s) in accordance with a Guarantee of
Delivery), and makes the election set forth in Box A below. The undersigned
understands that the purpose of the election procedures described in this
election form is to permit holders of Village Shares to express their preference
to receive cash in the merger.
By completing Box A below, you may choose to receive cash for some or
all of your Village Shares.
BOX A
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CASH ELECTION
(Check only one box)
The undersigned, subject to the terms and conditions set forth in this
election form, makes the following election for the undersigned's Village
Shares:
[ ] An election to receive $23.50 in cash per share for ALL of the
undersigned's Village Shares.
[ ] An election to receive $23.50 in cash per share for SOME of the
undersigned's Village Shares and to receive Webster Financial's common
stock for the remainder of the undersigned's Village Shares, as
allocated below:
(If you are electing to receive cash consideration only for some of your Village
Shares, fill in both the number of shares for which you want to receive cash
consideration and the number of shares for which you want to receive Webster
Financial's common stock.)
CASH STOCK TOTAL
(NO. OF SHARES) (NO. OF SHARES) (NO. OF SHARES)
Any Village Shares of the undersigned as to which the undersigned has not
made an effective Cash Election will be converted at the effective time of the
merger into the right to receive Webster Financial's common stock.
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ALL SHAREHOLDERS MAKING A CASH ELECTION FOR SOME OR ALL OF THEIR VILLAGE
SHARES MUST COMPLETE BOX B TO SPECIFY THE SHARES COVERED BY THEIR CASH ELECTION.
BOX B
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DESCRIPTION OF SHARES
If you elected in Box A to receive cash consideration for ALL of your
Village Shares, list below all of your certificate(s) and the shares represented
by each certificate. If you elected in Box A to receive cash consideration for
only SOME of your Village Shares, list below the certificate(s) representing
Village Shares for which you wish to receive cash consideration.
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NAME AND ADDRESS OF REGISTERED HOLDER(S)
(Please fill in, if blank)
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CERTIFICATE NO.
OF CERTIFICATE(S)
SURRENDERED
(OR COVERED BY NUMBER OF SHARES
GUARANTEE OF REPRESENTED BY
DELIVERY) EACH CERTIFICATE
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_______________ ________________
_______________ ________________
_______________ ________________
_______________ ________________
_______________ ________________
_______________ ________________
TOTAL SHARES: ________________
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Instead of delivering certificate(s) with this election form, you may make
a Cash Election by delivering an election form before the Election Deadline and
complying with the Guarantee of Delivery procedures, including (i) the delivery
with the election form of a completed Guarantee of Delivery set forth in Box C
and (ii) delivery of the certificate(s) on a timely basis. See instruction A2.
Cash Elections for all Village Shares subject to a Guarantee of Delivery must be
made at the time the Guarantee of Delivery is executed. If the guarantor fails
to deliver the certificate(s) in accordance with the terms of the Guarantee of
Delivery, any purported Cash Election for certificate(s) subject to the
guarantee will be void.
BOX C
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GUARANTEE OF DELIVERY
(To be used only if certificate(s) are not surrendered with this election form.
See instruction A2.)
The undersigned, a member firm of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office or correspondent in the United States,
hereby guarantees delivery to the Exchange Agent, at its address set forth
above, of certificate(s) for the Village Shares to which this election form
relates, duly endorsed in blank or otherwise acceptable in form for transfer on
the books of Village Bancorp, no later than 5:00 p.m., Eastern Standard Time, on
the third business day after the date of execution of this Guarantee of
Delivery. This box is not to be used to guarantee signatures. See Box F.
Dated: _____________, 1999
------------------------------
(Firm Name -- please print)
No. of Shares: ______________
------------------------------
(Authorized signature)
------------------------------
------------------------------
------------------------------
(Address)
------------------------------
Tel. No. (including area code)
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THE UNDERSIGNED HEREBY CERTIFIES THAT THE ELECTION SET FORTH IN THIS
ELECTION FORM COVERS VILLAGE SHARES REGISTERED IN THE NAME OF THE UNDERSIGNED
AND EITHER (I) BENEFICIALLY OWNED BY THE UNDERSIGNED OR (II) OWNED BY THE
UNDERSIGNED IN A REPRESENTATIVE OR FIDUCIARY CAPACITY FOR A PARTICULAR
BENEFICIAL OWNER(S).
The undersigned authorizes and instructs you, as Exchange Agent, to deliver
the Village Shares covered by this election form and to receive on behalf of the
undersigned, in exchange for the those Village Shares, any check for the cash
and any Webster Financial common stock to be received in the merger for the
Village Shares to which this election form applies.
The undersigned understands and acknowledges that all questions as to the
validity, form and eligibility of any election and delivery and/or surrender of
certificate(s) under this election form will be determined by the Exchange
Agent, or as otherwise provided by the merger agreement or instruction A7 of
this form, and any determinations of this kind will be final and binding. No
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authority conferred by this election form or agreed to be conferred will be
affected by, and all authority of this kind will survive, the death or
incapacity of the undersigned. All obligations of the undersigned under this
election form will be binding on the heirs, personal representatives, successors
and assigns of the undersigned.
Unless otherwise indicated in Box D below entitled "Special Payment
Instructions," please issue any check or certificate for Webster Financial's
common stock in the name of the registered holder(s) of the Village Shares
appearing in Box B above under "Description of Shares." Similarly, unless
otherwise indicated in Box E below entitled "Special Delivery Instructions,"
please mail any check or certificate for Webster Financial's common stock to the
registered holder(s) of the Village Shares at the address(es) of the registered
holder(s) appearing in Box B above under "Description of Shares." In the event
that Boxes D and E entitled "Special Payment Instructions" and "Special Delivery
Instructions" are both completed, please issue any check or certificate for
Webster Financial's common stock in the name(s) of, and mail the check or the
certificate for Webster Financial's common stock to, the person(s) so indicated.
BOX D
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SPECIAL PAYMENT INSTRUCTIONS
(See instructions A6 and C2)
To be completed ONLY if a check is to be made payable to or a certificate
for Webster Financial's common stock is to be issued in the name of someone
other than the undersigned.
Name:
----------------------------------------------------
(Please print)
Address:
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
(Include zip code)
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BOX E
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SPECIAL DELIVERY INSTRUCTIONS
(See instructions A6 and C2)
To be completed ONLY if a check or a certificate for Webster Financial's
common stock is to be mailed to someone other than the undersigned or to the
undersigned at an address other than that shown under "Description of Shares."
Mail check to:
Name:
----------------------------------------------------
(Please print)
Address:
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
(Include zip code)
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IMPORTANT!
ALL VILLAGE SHAREHOLDERS SUBMITTING
THIS ELECTION FORM MUST SIGN HERE
The undersigned hereby represents and warrants that the undersigned has
full power and authority to complete and deliver this election form and to
surrender the certificate(s) surrendered herewith (or any certificate(s) covered
by a Guarantee of Delivery in accordance with the terms of this election form),
free and clear of any liens, claims, charges or encumbrances whatsoever. The
undersigned, upon request, will execute and deliver all additional documents
deemed by the Exchange Agent or Webster Financial to be necessary or desirable
to complete the assignment, transfer, cancellation and retirement of the Village
Shares covered by this election form.
SIGN HERE:
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(Signature(s) of holder(s))
Name(s):
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(Please print)
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(Area code and telephone number)
Dated:________________, 1999
Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or (see instruction A5) by person(s) authorized to become
registered holder(s) by certificates and documents transmitted with this
election form. If signature is by attorney, executor, administrator, trustee or
guardian or other person acting in a fiduciary capacity, set forth the full
title and see instruction A5.
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BOX F
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SIGNATURE GUARANTEE
(COMPLETE ONLY IF REQUIRED. See instructions A5 and A6.)
Note: Notarization by a Notary Public is not Acceptable
FOR USE BY ELIGIBLE
INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN
SPACE BELOW
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IMPORTANT TAX INFORMATION
In order to ensure compliance with federal income tax requirements, each
holder of Village Shares is requested to provide the Exchange Agent with his or
her correct Taxpayer Identification Number and to certify whether he or she is
subject to backup federal income tax withholding by completing and signing the
Substitute Form W-9 below. (See instruction C7 and accompanying Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.)
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SUBSTITUTE FORM W-9 PLEASE FILL IN YOUR NAME AND ADDRESS
___________________________________________
Name (if joint names, list first _________
Department of the Treasury and circle the name of the person _________
Internal Revenue Service or entity whose TIN is entered in
Part 1)
Payor's Request for Taxpayer Address (number and street) City, _________
Identification Number (TIN) State and Zip Code _________
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PART 1 -- PLEASE PROVIDE YOUR
TAXPAYER IDENTIFICATION NUMBER IN
THE BOX AT RIGHT AND CERTIFY BY
SIGNING AND DATING BELOW. ----------------- ---------------------
See "Guidelines for Social Security Employee
Certification of Taxpayer Number Identification Number
Identification Number" for
Instructions.
If you are awaiting your TIN, check the box at right and
complete the "Certificate of Awaiting Taxpayer Identification
Number" below. Awaiting TIN [ ]
- --------------------
PART 2--IF YOU ARE EXEMPT FROM BACKUP WITHHOLDING, check the box
at right Exempt [ ]
- --------------------
PART 3--CERTIFICATION
UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and
(2) I am not subject to backup withholding because (a) I am exempt from
backup withholding or (b) I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to backup withholding, as a
result of a failure to report all interest or dividends, or (c) the
IRS has notified me that I am no longer subject to backup withholding.
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CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.
However, if after being notified by the IRS that you are subject to backup
withholding you received another notification from the IRS stating that you are
no longer subject to backup withholding, do not cross out item (2).
Signature ____________________________________ Date ______________, 1999
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Note: Failure to complete and return the Substitute Form W-9 with this election
form may result in backup withholding of 31% of any payments made to you in
connection with the merger. Please review instruction C7 and Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 provided
with this election form for additional details.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, 31% of all
reportable payments made to me thereafter will be withheld until I provide such
number.
Signature ____________________________________ Date ______________, 1999
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INSTRUCTIONS TO
CASH ELECTION FORM AND LETTER OF TRANSMITTAL
A. ELECTION FORM
1. Delivery of Election Form and Certificate(s). This election form is to
be used if certificate(s) are forwarded with this form or if delivery of the
Village Shares covered by this election form is guaranteed in accordance with
the terms of this form. Certificate(s) evidencing all Village Shares covered by
this election form (or a Guarantee of Delivery as provided herein), together
with a properly completed and duly executed election form (or manually signed
facsimile thereof), with any required signature guarantees, and any other
documents required by this election form, must be received by the Exchange Agent
at its address set forth in this form before the Election Deadline. IF YOUR
ELECTION FORM AND ALL REQUIRED DOCUMENTS ARE NOT RECEIVED BY THE EXCHANGE AGENT
BEFORE THE ELECTION DEADLINE, YOUR VILLAGE SHARES WILL BE DEEMED TO BE SHARES
FOR WHICH YOU HAVE ELECTED TO RECEIVE WEBSTER FINANCIAL'S COMMON STOCK. If you
do not wish to receive cash for any of your Village Shares, this election form
need not be returned.
2. Guarantee of Delivery. Instead of forwarding certificate(s), you may
deliver your certificate(s) under the guaranteed delivery procedure contained in
this election form. Under that procedure: (i) a properly completed and duly
executed election form with any required signature guarantees and with Box C
entitled "Guarantee of Delivery" properly completed and duly executed, and any
other documents required by this election form, must be received by the Exchange
Agent before the Election Deadline; and (ii) the certificate(s) in proper form
for transfer must be received by the Exchange Agent no later than 5:00 p.m.,
Eastern Standard Time, on the third business day after the date of execution of
the Guarantee of Delivery. If the guarantor fails to deliver on a timely basis
the certificate(s) in accordance with applicable guaranteed delivery procedures,
any purported Cash Election for the certificate(s) subject to the guarantee will
be void.
3. Shares Held by Nominees, Trustees or Other Representatives. Any record
holder of Village Shares who holds those shares as a nominee, trustee or in
another representative or fiduciary capacity, which we refer to in this
instruction as representatives, may submit one or more election forms covering
the total number of Village Shares held by the representative for the beneficial
owners for whom the representative is making a Cash Election. If certificate(s)
are forwarded to the Exchange Agent in multiple deliveries, a properly completed
and duly executed election form must accompany each delivery. Any representative
who submits an election form may be required to provide the Exchange Agent with
the documents and/or certifications (in addition to any evidence of authority
required by instruction A5) as may be requested in order to satisfy the Exchange
Agent that the representative holds for a particular beneficial owner of Village
Shares covered by an election form. If any Village Shares held by a
representative are not covered by an effective Cash Election, they will be
deemed to be shares for which the representative has elected to receive Webster
Financial's common stock.
4. Method of Delivery. THE METHOD OF DELIVERY OF THIS ELECTION FORM,
CERTIFICATE(S) AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE
SENDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. The risk of loss of the certificate(s) will pass only after the
Exchange Agent has actually received the certificate(s). If delivery is by mail,
registered mail with return receipt requested, properly insured, is recommended.
In all cases, sufficient time should be allowed to ensure timely delivery by the
Election Deadline.
5. Signatures on Election Form; Stock Powers and Certificate Endorsements.
If this election form is signed by the registered holder(s) of the Village
Shares covered by this form, the signature(s) must correspond with the name(s)
on the face of the certificate(s) evidencing those shares without alteration or
any other change whatsoever.
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If any of the Village Shares covered by this election form are owned of
record by two or more persons, all of these persons must sign this election
form. If any certificates delivered with this election form are registered in
the names of different holders, it will be necessary to complete, sign and
submit as many separate election forms as there are different registrations of
the certificates.
If this election form is signed by the registered holder(s) of the Village
Shares covered by this form, no endorsements of certificate(s) or separate stock
powers are required, unless a check is to be payable to the order of, or a
certificate for Webster Financial's common stock is to be issued in the name of,
a person other than the registered holder(s) of the shares, in which case Box D
must be completed and the certificate(s) evidencing the shares must be endorsed
or accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on such certificate(s). Signatures
on such certificate(s) and stock powers must be guaranteed by an Eligible
Institution (as defined in instruction A6).
If this election form is signed by a person other than the registered
holder(s) of the Village Shares covered by this form, the certificate(s)
evidencing the shares must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such certificate(s). Signatures on the certificate(s) and stock
powers must be guaranteed by an Eligible Institution.
If this election form or any certificate or stock power is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation, or other person acting in a fiduciary or representative capacity,
that person should so indicate when signing, and proper evidence satisfactory to
the Exchange Agent of such person's authority to so act must be submitted.
6. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this election form must be guaranteed by a bank, broker, dealer,
credit union, savings association or other entity that is a member in good
standing of the Securities Transfer Association's Medallion Program (each, an
"Eligible Institution"). No signature guarantee is required on this election
form if it is signed by the registered holder(s) of certificates covered by this
form, unless the holder(s) has completed either Box D entitled "Special Payment
Instructions" or Box E entitled "Special Delivery Instructions." In addition, if
a certificate is registered in the name of a person other than the signer of
this election form, or if checks are to be payable to the order of a person
other than the registered holder(s), then the certificate must be endorsed or
accompanied by appropriate stock powers, in either case signed exactly as the
name(s) of the registered holder(s) appear(s) on the certificate, with the
signature(s) on such certificate or stock powers guaranteed by an Eligible
Institution.
7. Determination of Proper Cash Election. The Exchange Agent will have the
reasonable discretion to determine whether election forms have been properly or
timely completed, signed and submitted, modified or revoked, and to disregard
immaterial defects in election forms. In all such matters, the decision of the
Exchange Agent, and any decision of Webster Financial and Village Bancorp
required by the Exchange Agent and made in good faith, will be conclusive and
binding. The Exchange Agent will not be under any obligation to notify any
person of any defect in an election form or other documents submitted to the
Exchange Agent. No alternative, conditional or contingent Cash Elections will be
accepted. If the Exchange Agent reasonably determines that any purported Cash
Election was not properly made, the purported Cash Election will be of no force
and effect, the Village Bancorp shareholder making the purported Cash Election
will be deemed not to have made a Cash Election and the Village Shares covered
by that election will be deemed to be Village Shares for which the shareholder
has elected to receive Webster Financial's common stock.
8. Inadequate Space. If the space provided in Box B under "Description of
Shares" is inadequate, the certificate numbers and the number of Village Shares
evidenced by the certificates should be listed on a separate schedule and
attached to the election form.
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9. Termination of Merger Agreement. All Cash Elections will be revoked
automatically if the Exchange Agent is notified in writing by Webster Financial
or Village Bancorp that the merger agreement has been terminated, and
certificates will be returned promptly to the persons who have submitted them by
registered mail (with attendant delay).
10. Dissenters' Appraisal Rights. Holders of Village Shares who wish to
exercise dissenters' rights of appraisal should not complete this election form.
Webster Financial will regard any record holder of Village Shares who has
delivered a written demand for dissenters' rights and who subsequently delivers
an election form to the Exchange Agent as having withdrawn their demand for
dissenters' rights. Webster Financial will regard any holder who has delivered
an election form and who simultaneously or subsequently makes a written demand
for dissenters' rights as having revoked their Cash Election. For information
about dissenters' rights, see the summary set forth in the proxy
statement/prospectus under the caption "THE MERGER -- Dissenters' Appraisal
Rights" and Appendix B of the proxy statement/prospectus.
B. ELECTION PROCEDURES
1. Elections. By completing Box A entitled "Cash Election" and this
election form and making the deliveries required by this form, each in
accordance with these instructions, you may receive $23.50 in cash per share for
some or all of the Village Shares that you hold. In connection with making a
Cash Election, you should read carefully the merger agreement and the proxy
statement/prospectus, including the information contained in the proxy
statement/prospectus under the caption "THE MERGER -- Federal Income Tax
Consequences." You should consult your own tax advisor as to the specific tax
consequences of a Cash Election and the merger to you.
2. Treatment of Non-Electing Shares. Any Village Shares other than
dissenting shares for which the Exchange Agent does not receive an effective,
properly completed election form before the Election Deadline will be deemed to
be Village Shares for which the shareholder has elected to receive Webster
Financial's common stock. This election form will be deemed properly completed
only if: (i) accompanied by one or more certificates with respect to the shares
(or (a) such documents concerning lost certificates as are required pursuant to
instruction C4 or (b) a properly executed Guarantee of Delivery with respect to
the shares) and (ii) accompanied by any other documents required by the Exchange
Agent or Webster Financial.
3. Election Deadline. In order for a Cash Election to be effective, the
Exchange Agent must receive a properly completed election form, accompanied by
all required documents, no later than 5:00 p.m., Eastern Standard Time, on April
27, 1999, which is the Election Deadline.
4. Changes to Cash Elections. Any holder of Village Shares who has made a
Cash Election may, at any time before the Election Deadline, change a Cash
Election by submitting to the Exchange Agent a properly completed and signed
revised election form with all required additional documents, provided that the
Exchange Agent receives such revised election form and other necessary documents
before the Election Deadline. Any holder of Village Shares may at any time
before the Election Deadline revoke a Cash Election and withdraw their
certificate(s) deposited with the Exchange Agent by delivery of a written notice
of revocation to the Exchange Agent received before the Election Deadline. If a
Cash Election is revoked by a Village shareholder before the Election Deadline,
the related Village Shares automatically will be deemed to be shares for which
the shareholder has elected to receive Webster Financial's common stock unless
and until a new Cash Election is properly made with respect to the shares before
the Election Deadline. In the event of a revocation of a Cash Election, unless
the holder who submitted the revoked Cash Election instructs the Exchange Agent
otherwise, certificate(s) representing the related Village Shares will be
returned without charge to the holder.
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5. No Fractional Shares. Cash will be paid instead of issuing fractional
shares of Webster Financial's common stock in the merger. See page 2 of this
election form.
6. No Liability. Neither Webster, Village nor the Exchange Agent will be
liable to any holder of Village Shares for any cash delivered to a public
official pursuant to any applicable abandoned property, escheat or similar law.
C. RECEIPT OF CASH CONSIDERATION, SPECIAL INSTRUCTIONS, ADDITIONAL COPIES,
LOST CERTIFICATES AND TAXES
1. Receipt of Merger Consideration. As soon as practicable after the merger
takes place, Village Bancorp shareholders who have surrendered their
certificate(s) to the Exchange Agent for cancellation, together with this
election form duly executed and completed in accordance with these instructions
and any other documents as are required pursuant to these instructions, will be
entitled to receive in exchange for their certificate(s) a check in the amount
equal to the cash that the holder has the right to receive (including any cash
instead of fractional shares) and if applicable, a certificate for shares of
Webster Financial's common stock. All cash paid on conversion of the Village
Shares in accordance with the terms of the merger agreement will be deemed to
have been paid or issued in full satisfaction of all rights pertaining to those
Village Shares.
2. Special Payment and Delivery Instructions. If any check is to be payable
to the order of, or a certificate for Webster Financial's common stock is to be
issued in the name of, a person other than the person(s) signing this election
form or if a check or a certificate is to be sent to someone other than the
person(s) signing this election form or to the person(s) signing this form but
at an address other than that shown in Box B entitled "Description of Shares,"
then Box D "Special Payment Instructions" and/or Box E "Special Delivery
Instructions" on this election form must be completed, and signature guarantees
will be required (see instruction A6).
3. Requests for Assistance or Additional Copies. Requests for assistance
may be directed to the Exchange Agent at the address or telephone number set
forth on page 2 of this election form. You may obtain additional copies of this
election form, instructions and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 from the Exchange Agent. For
additional copies of the proxy statement/prospectus, write to or call Robert V.
Macklin, President and Chief Executive Officer, Village Bancorp, Inc., 25
Prospect Street, P.O. Box 366, Ridgefield, Connecticut 06877, telephone (203)
438-9551. For a copy of the merger agreement, write to or call James M. Sitro,
Vice President, Investor Relations, Webster Financial Corporation, Webster
Plaza, Waterbury, Connecticut 06702, telephone (203) 578-2399.
4. Lost, Stolen or Destroyed Certificates. If any certificate(s)
representing Village Shares has been lost, stolen or destroyed, the owner of the
certificate should promptly contact the Exchange Agent for additional
instructions as to the steps that may be taken in order to replace the
certificate(s), or complete a valid Cash Election by submission of an election
form accompanied by an appropriate affidavit and indemnification acceptable to
the Exchange Agent, Webster Financial, Village Bancorp and/or their respective
sureties (which may require the person to post or make payment for a bond
against any claim that may be made with respect to the certificate(s)).
5. Stock Transfer Taxes. If any check or certificate for Webster
Financial's common stock is to be issued in a name other than that in which the
certificate(s) surrendered in exchange therefor are registered, it will be a
condition of the exchange that the person requesting the exchange pay the amount
of any stock transfer or other taxes (whether imposed on the registered holder
or that person), payable on account of the transfer to that person, to the
Exchange Agent or submit satisfactory evidence of the payment of these taxes, or
exemption from these taxes, to the Exchange Agent before the check or
certificate is issued.
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6. Withholding. Following the merger, Webster Financial or the Exchange
Agent will be entitled to deduct and withhold from the consideration otherwise
payable pursuant to the merger agreement to any holder of Village Shares the
amounts it is required to deduct and withhold for payment under the Internal
Revenue Code of 1986, as amended, or any provision of state, local or foreign
tax law. To the extent that amounts are so withheld by Webster Financial or the
Exchange Agent, the withheld amounts shall be treated for all purposes of the
merger agreement as having been paid to the holder of the Village Shares for
which the deduction and withholding was made by Webster Financial or the
Exchange Agent.
7. Substitute Form W-9. Under the federal income tax law, a Village Bancorp
shareholder who delivers Village Shares is required by law to provide the
Exchange Agent as payor with the shareholder's correct Taxpayer Identification
Number on the enclosed Substitute Form W-9. In this instruction, we use the term
TIN to refer to Taxpayer Identification Number. If the shareholder is an
individual, the TIN is the shareholder's social security number. If the Exchange
Agent is not provided with the correct TIN, the shareholder may be subject to a
$50 penalty imposed by the Internal Revenue Service. In addition, any cash
payments that are made to the shareholder for Village Shares converted in the
merger may be subject to backup withholding of 31%. Certain shareholders
(generally including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the individual must submit a statement, signed under penalties of
perjury, attesting to the individual's exempt status. Forms of such statements
can be obtained from the Exchange Agent. If backup withholding applies for a
shareholder, the Exchange Agent is required to withhold 31% of any cash payments
made to the shareholder. Backup withholding is not an additional tax. Rather,
the tax liability of persons subject to backup withholding will be reduced by
the amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the Internal Revenue Service.
To prevent backup withholding on any cash payments that are made to a
Village Bancorp shareholder for Village Shares covered by this election form,
the shareholder is required to notify the Exchange Agent of the shareholder's
correct TIN by completing the Substitute Form W-9 certifying (i) that the TIN
provided on Substitute Form W-9 is correct (or that the shareholder is awaiting
a TIN) and (ii) that (a) the shareholder has not been notified by the Internal
Revenue Service that the shareholder is subject to backup withholding as a
result of a failure to report all interest or dividends or (b) the Internal
Revenue Service has notified the shareholder that the shareholder is no longer
subject to backup withholding.
The shareholder is required to give the Exchange Agent the social security
number or employer identification number of the record holder of the Village
Shares tendered hereby. If the shares are in more than one name or are not in
the name of the actual owner, consult the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 for additional guidance
concerning which number to report. If the shareholder has not been issued a TIN
and has applied for a number or intends to apply for a number in the near
future, the shareholder should write "Applied For" in the space provided for the
TIN in Part 1, and sign and date the Substitute Form W-9. If "Applied For" is
written in Part 1, and the Exchange Agent is not provided with a TIN within 60
days, the Exchange Agent will withhold 31% of all cash payments to such
shareholder until a TIN is provided to the Exchange Agent.
You should consult your own accountant or tax advisor for further guidance
in completing the Substitute Form W-9.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payor. Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payor.
GIVE THE EMPLOYER
FOR THIS TYPE OF GIVE THE SOCIAL SECURITY FOR THIS TYPE OF IDENTIFICATION NUMBER
ACCOUNT: NUMBER OF-- ACCOUNT: OF---
- ----------------------------- ------------------------------ ------------------------- ---------------------------
1. Individual The individual 6. A valid trust The legal entity (4)
2. Two or more The actual owner of the 7. Corporation The corporation
individuals (joint account or, if combined
account) funds, the first individual
on the account (1)
3. Custodian account of a The minor (2) 8. Association, club, The organization
minor (Uniform Gift to religious,
Minors Act) charitable,
educational or
other tax-exempt
organization
4. a. The usual The grantor-trustee (1) 9. Partnership The partnership
revocable savings
trust (grantor is
also trustee)
b. The so-called The actual owner (1) 10. A broker or The broker or nominee
trust account that registered nominee
is not a legal or
valid trust under
State law
5. Sole proprietorship The owner (3) 11. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district or
prison) that
receives
agricultural
program payments
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(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner. You may also enter the business or "doing
business as" name. You may use either the owner's social security number or
Employer Identification Number.
(4) List first and circle the name of the legal trust, estate or pension trust.
Do not furnish the identifying number of the personal representative or
trustee unless the legal entity itself is not designated in the account
title.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
Obtaining a Number
If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
Payees Exempt from Backup Withholding
Payees exempt from backup withholding include the following:
- An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under section 403(b)(7) if the
account satisfies the requirements of Section 401(f)(2)
- The United States or any agency or instrumentality thereof
- A State, the District of Columbia, a possession of the United States
or any political subdivision or wholly-owned agency or instrumentality
thereof
- A foreign government, a political subdivision of a foreign government
or any wholly-owned agency or instrumentality thereof
Other payees that may be exempt from backup withholding include:
- A corporation
- A financial institution
- An international organization or any agency or instrumentality thereof
- A dealer in securities or commodities registered in the United States,
the District of Columbia or a possession of the United States
- A real estate investment trust
- A common trust fund operated by a bank under section 584(a)
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- An entity registered at all times during the year under the Investment
Company Act of 1940
- A foreign central bank of issue.
Exempt payees described above should file the Substitute Form W-9 to avoid
erroneous backup withholding.
Privacy Act Notice
Section 6109 requires most recipients of dividends, interest or other
payments to give taxpayer identification numbers to payers who must report the
payments to the Internal Revenue Service. The Internal Revenue Service uses the
numbers for identification purposes and to help verify the accuracy of your tax
return. Payors must be given the numbers whether or note recipients are required
to file tax returns. Payors must generally withhold 31% of taxable interest,
dividends and certain other payments to a payee who does not furnish a taxpayer
identification number.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number. If you
fail to furnish your taxpayer identification number, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) Civil Penalty for False Information with respect to Withholding. If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE INTERNAL
REVENUE SERVICE.
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