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): December 1, 1999
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 of other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
Webster Plaza, Waterbury, Connecticut 06702
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(Address of principal executive offices) (Zip Code)
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 December 1, 1999, Webster Financial Corporation ("Webster")
entered into an Agreement and Plan of Merger (the " Merger Agreement") by which
Webster will acquire MECH Financial, Inc. ("MECH") in a stock-for-stock exchange
(the "Merger"). The Merger must be approved by stockholders of MECH and by
regulatory authorities, and is subject to various customary closing conditions.
In connection with the Agreement, Webster and MECH entered into an Option
Agreement (the "Option Agreement") pursuant to which MECH granted Webster an
option, exercisable under certain circumstances, to purchase an aggregate of
994,150 newly issued shares of common stock, par value $.01 per share, of MECH
at an exercise price of $34.50 per share. The Merger Agreement and the Option
Agreement are filed as Exhibits 2.1 and 2.2, respectively, and are incorporated
by reference herein.
Webster issued a press release on December 2, 1999 relating to the
signing of the Merger Agreement with MECH. Such press release is filed as
Exhibit 99.1 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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2.1 Agreement and Plan of Merger by and between
Webster Financial Corporation and MECH
Financial, Inc. dated as of December 1, 1999.
2.2 Option Agreement, dated as of December 1,
1999, between MECH Financial, Inc. and
Webster Financial Corporation.
99.1 Press Release of Webster Financial Corporation
dated December 2, 1999.
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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 thereunto duly authorized.
WEBSTER FINANCIAL CORPORATION
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(Registrant)
Date: December 8, 1999 By: /s/ James C. Smith
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James C. Smith
Chairman and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Description Page
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2.1 Agreement and Plan of Merger by and between Webster
Financial Corporation and MECH Financial, Inc. dated
as of December 1, 1999.
2.2 Option Agreement, dated as of December 1, 1999,
between MECH Financial, Inc. and Webster Financial
Corporation.
99.1 Press Release of Webster Financial Corporation dated
December 2, 1999.
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