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 2, 2007
Webster Financial Corporation.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-31486
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06-1187536 |
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(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| Webster Plaza, Waterbury, Connecticut
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06702 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (203) 465-4364
(Former name or former address, if changed since last report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.02 Termination of a Material Definitive Agreement and Item 2.04 Triggering Events
That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement
Redemption of Securities relating to Webster Capital Trust I
On April 2, 2007, Webster Financial Corporation (the “Corporation”), pursuant to its optional
prepayment right under the Indenture dated as of January 29, 1997 between the Corporation and The
Bank of New York as Trustee (the “Trust I Indenture”), prepaid all the $103,093,000 outstanding
aggregate principal amount of its 9.36% junior subordinated deferrable interest debentures due
January 29, 2027 (the “Trust I Debentures”) at an aggregate prepayment price equal to $109,606,416,
representing 104.68% of such outstanding principal amount plus accrued and unpaid interest of
$1,688,663. As a result of the prepayment of the Trust I Debentures, all of the $100,000,000
outstanding aggregate liquidation amount of the 9.36% Capital Securities (the “Trust I Capital
Securities”) and the $3,093,000 outstanding aggregate liquidation amount of the 9.36% Common
Securities (the “Trust I Common Securities”) issued by Webster Capital Trust I (“Trust I”) were
also redeemed at an aggregate redemption price (including accrued and unpaid distributions) equal
to the aggregate prepayment price of the Trust I Debentures.
The prepayment of the Trust I Debentures and the redemption of the Trust I Capital Securities
and the Trust I Common Securities will result in (i) the dissolution of Trust I and its termination
upon the filing of a certificate of cancellation with the Secretary of State of Delaware in
accordance with the Amended and Restated Declaration of Trust dated as of January 29, 1997 relating
to Trust I (the “Trust I Declaration of Trust”), and (ii) the termination of the Trust I
Declaration of Trust, the Trust I Indenture and the Guarantee Agreements entered into by the
Corporation with respect to the Trust I Capital Securities and the Trust I Common Securities, in
each case, in accordance with and subject to the terms of such document.
Redemption of Securities relating to Webster Capital Trust II
On April 2, 2007, the Corporation, pursuant to its optional prepayment right as
successor-by-merger to Eagle Financial Corp. (“Eagle”) under the Indenture dated as of April 1,
1997, as amended by First Supplemental Indenture, between Eagle and Wilmington Trust Company as
Debenture Trustee (collectively, the “Trust II Indenture”), prepaid all the $51,547,000 outstanding
aggregate principal amount of its Series B 10% junior subordinated deferrable interest debentures
due April 1, 2027 (the “Trust II Debentures”) at an aggregate prepayment price equal to
$56,701,700, representing 105.0% of such outstanding principal amount plus accrued and unpaid
interest of $2,577,350. As a result of the prepayment of the Trust II Debentures, all of the
$50,000,000 outstanding aggregate liquidation amount of the Series B 10% Capital Securities (the
“Trust II Capital Securities”) and the $1,547,000 outstanding aggregate liquidation amount of the
Series B 10% Common Securities (the “Trust II Common Securities”) issued by Webster Capital Trust
II, formerly known as Eagle Financial Capital Trust I (“Trust II”), were also redeemed at an
aggregate redemption price (including accrued and unpaid distributions) equal to the aggregate
prepayment price of the Trust II Debentures.
The prepayment of the Trust II Debentures and the redemption of the Trust II Capital
Securities and the Trust II Common Securities will result in (i) the dissolution of Trust II and
its termination upon the filing of a certificate of cancellation with the Secretary of State of
Delaware in accordance with the Amended and Restated Declaration of Trust of Trust II dated as of
April 1, 1997 (the “Trust II Declaration of Trust”), and (ii) the termination of the Trust II
Declaration of Trust, the Trust II Indenture and the Guarantee Agreements entered into by the
Corporation with respect to the Trust II Capital Securities and the Trust II Common Securities, in
each case, in accordance with and subject to the terms of such document.
In connection with the prepayments and redemptions with respect to Webster Capital Trust I and
Webster Capital Trust II described above, as previously disclosed in the Corporation’s Form 10-K
filing on February 28, 2007, the Corporation will record a net pretax charge in the second quarter
of 2007 of approximately $6.9 million ($9.0 million related to the redemption premiums and
unamortized issuance costs, partially offset by a $2.1 million gain on Trust I and II securities
positions held by the Corporation).