FORM 8-K
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): April 25, 2006
WEBSTER
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
| |
|
|
|
|
| DELAWARE |
|
001-31486 |
|
06-1187536 |
|
|
|
|
|
| (State or other jurisdiction of incorporation |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
| or organization) |
|
|
|
|
Webster
Plaza
Waterbury, CT 06702
(Address of principal executive
offices, zip code)
Registrant’s
telephone number, including area code (203) 465-4364
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
x Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry
into a Material Definitive Agreement.
On April 24, 2006,
Webster Financial Corporation (“Webster” or the “Company”) and NewMil Bancorp,
Inc. (“NewMil”) entered into an Agreement and Plan of Merger (the “Agreement”),
pursuant to which
the Company will acquire NewMil and its wholly owned subsidiary, NewMil Bank. Under the terms of
the agreement, NewMil shareholders will receive $41.00 in Webster common stock for each share of
NewMil common stock so long as Webster’s average stock price (as defined in the agreement) is
between $44.85 and $50.25 per share. If Webster’s average stock price is below $44.85, the
exchange ratio will be fixed at .9142. If Webster’s average stock price is above $50.25, the
exchange ratio will be fixed at .8159.
The Agreement contains
customary representations and warranties of the parties. The Agreement
contains certain termination rights for both the Company and NewMil, and further provides that,
upon termination of the Agreement upon specified circumstances, the Company or NewMil may be
required to pay the other party a termination fee of $8,750,000 plus up to $750,000 in expenses.
The transaction is subject to customary closing conditions, including approval from shareholders of
NewMil and banking regulators, and is expected to be completed in the fourth quarter of 2006.
The description of the
Agreement set forth above is qualified in its entirety by reference to the
actual terms of the Agreement, which will be filed by the Company as an exhibit to its Quarterly
Report on Form 10-Q for the three months ended March 31, 2006 and its Registration Statement on
Form S-4 related to the proposed merger.
A copy of the related press
release is filed as Exhibit 99.1 hereto.
Item 9.01 Financial
Statements and Exhibits.
The Exhibit listed in the
accompanying Exhibit Index is filed by reference as part of this report.
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.
| |
|
|
|
|
| April 25, 2006 |
Webster Financial Corporation |
|
| |
| |
By: |
/s/ Harriet
Munrett Wolfe, Esq. |
|
| |
|
Name: |
Harriet Munrett Wolfe, Esq. |
|
| |
|
Title: |
Executive Vice President, General
Counsel and Secretary |
|
Exhibit Index
| |
|
|
|
|
| |
Exhibit No. |
|
Description |
|
| |
99.1 |
|
Press Release dated April 25, 2006 |
|