WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
--------------------------------
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
------------------------------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended December 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED).
Commission file number 0-15213
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Webster Bank Employee Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Webster Financial Corporation
Webster Plaza
Waterbury, CT 06702
Telephone (203) 753-2921
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
FOR THE FISCAL YEAR ENDED DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998
-------------------------------------------------
INDEX
Independent Auditors' Report ............................................. 1
Financial Statements:
Statements of Net Assets Available for Benefits...................... 2
Statements of Changes in Net Assets Available for Benefits........... 3
Notes to Financial Statements ....................................... 4-12
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets (Held at end of Year) ...... 13
Signatures ............................................................... 14
Exhibit Index............................................................. 15
Independent Auditors' Consent - Exhibit 23................................ 16
Note: The following schedules, as required by Section 103(c)(5) of the Employee
Retirement Income Security Act of 1974, are not applicable:
Schedule H, Line 4i - Schedule of Assets (Acquired and Disposed of Within
Year)
Schedule H, Line 4j - Schedule of Reportable Transactions
KPMG LLP
One Financial Plaza
Hartford, CT 06103-2608
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Webster Bank:
We have audited the accompanying statements of net assets available for benefits
of the Webster Bank Employee Investment Plan as of December 30, 2000 and 1999,
and the related statements of changes in net assets available for benefits for
each of the years in the three-year period ended December 30, 2000 and 1999 and
December 31, 1998. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Webster Bank
Employee Investment Plan, as of December 30, 2000 and 1999, and the changes in
net assets available for benefits for each of the years in the three-year period
ended December 30, 2000 and 1999 and December 31, 1998, in conformity with
accounting principles generally accepted in the United States of America.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets held at end of
year is presented for purposes of additional analysis and is not a required part
of the basic financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements, and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG LLP
Hartford, Connecticut
June 18, 2001
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 30, 2000 AND 1999
------------------------------------------
2000 1999
---- ----
ASSETS
------
Investments (Cost basis of $50,310,461 $35,935,921
$45,060,662 in 2000 and
$31,567,658 in 1999) (Note 3)
Loans to Participants 1,078,658 830,653
Receivables:
Participants 9,238 301,162
Employer 308 114,076
Cash 280,135 68,069
----------- -----------
Total Assets $51,678,800 $37,249,881
=========== ===========
NET ASSETS AVAILABLE FOR BENEFITS $51,678,800 $37,249,881
=========== ===========
See accompanying notes to financial statements.
2
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998
-------------------------------------------------
2000 1999 1998
---- ---- ----
ADDITIONS
---------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
--------------------------------------
Net Investment Income:
Net Appreciation in Fair
Value of Investments $ 813,703 $ 1,591,691 $ 679,521
Interest and Dividends 677,505 514,106 451,356
----------- ----------- -----------
Net Investment Income $ 1,491,208 $ 2,105,797 $ 1,130,877
Contributions:
Participants 4,604,841 3,773,131 3,393,855
Employer 1,718,392 1,375,583 1,135,331
Transfers from Other Plans (Note 1) 11,791,339 1,816,169 724,973
----------- ----------- -----------
Total Additions $19,605,780 $ 9,070,680 $ 6,385,036
----------- ----------- -----------
DEDUCTIONS
----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
-----------------------------------------
Benefits Paid to Participants $ 5,172,626 $ 2,886,905 $ 1,603,794
Miscellaneous Expenses 4,235 25,832 4,788
----------- ----------- -----------
Total Deductions 5,176,861 2,912,737 1,608,582
Net Increase $14,428,919 $ 6,157,943 $ 4,776,454
----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS
----------------------------------
Beginning of Year $37,249,881 $31,091,938 $26,315,484
----------- ----------- -----------
END OF YEAR $51,678,800 $37,249,881 $31,091,938
=========== =========== ===========
See accompanying notes to financial statements.
3
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998
------------------------------------------
1. DESCRIPTION OF THE PLAN
-----------------------
The following brief description of the Webster Bank Employee Investment
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the full Plan document for a more complete
description of the Plan's provisions.
(a) General
-------
The Plan is a qualified profit-sharing plan under Section 401(a) of the
Internal Revenue Code of 1986. The Plan is also subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA") as amended. The Plan
was initially adopted by the Board of Directors of Webster Bank's predecessor,
First Federal Bank, effective as of October 1, 1984. Subsequent to this date,
the Plan has been amended on various dates for reasons that include: certain
legislative and regulatory changes, employer name change, plan merger, plan name
change and various acquisitions. The Plan covers all eligible employees who are
employed by Webster Financial Corporation ("Webster" or the "Company") and
certain of its' subsidiaries. Webster D&P Holdings, Inc. ("Duff & Phelps"), a
wholly-owned subsidiary of Webster, owns a 65% interest in Duff & Phelps, LLC,
which maintains a separate 401(k) plan and does not participate in the Plan. To
be eligible to participate in the Plan, an employee must have attained age 21
and have completed one year of service (at least 1,000 hours of service). An
eligible employee may join the Plan on the first day of any calendar quarter.
Participants in the Plan may change their contribution amounts up to four times
per year on specific dates and cease contribution at any time during the Plan
year. All investments are participant directed. Participation in the Plan is
completely voluntary. Effective December 30, 1999, the Plan was amended for a
change in the Plan Year. The amended "Plan Year" for the 2000 period means the
plan year commenced on December 31, 1999 and ended on December 30, 2000. The
amended "Plan Year" for the 1999 period, was the short plan year commenced on
January 1, 1999 and ended on December 30, 1999. Prior to the amendment, the Plan
Year was the full calendar year.
Webster, through its subsidiaries, Webster Bank (the "Bank"), Damman
Associates, Inc. ("Damman") and Duff & Phelps, delivers financial services to
individuals, families and businesses primarily in Connecticut and financial
advisory services to public and private companies throughout the United States.
Webster provides business and consumer banking, mortgage lending, trust and
investment services and insurance services through 114 banking offices and other
offices, over 200 ATM's and the internet (www.websterbank.com). Webster's online
mortgage subsidiary Nowlending, LLC, at www.nowlending.com originates
residential mortgages throughout the United States. Webster Bank was founded in
1935 and converted from a federal mutual to a federal stock institution in 1986.
On February 1, 2000, Webster acquired, through its subsidiary Damman, the
Levine Companies ("Levine"). The Plan was amended effective April 13, 2000 to
state that all services with Levine prior to the acquisition date constituted
services rendered for the purpose of meeting eligibility requirements for
participation under the Plan.
On April 7, 2000, Webster acquired certain branches from The Chase
Manhattan Bank ("Chase"). Chase maintained The 401(k) Savings Plan of the Chase
Manhattan Bank (the "Chase 401(k) Plan") for the benefit of the employees of
Chase and certain of its affiliates. Effective as of the date of the
acquisition, the employees
4
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998
------------------------------------------
became eligible to participate in the Plan. All service by the transferred
employees of Chase prior to the acquisition date constituted service rendered
for the purpose of meeting eligibility requirements for participation under the
Plan. Subsequently, effective as of April 18, 2000 all assets and liabilities of
the Chase 401(k) Plan related to the transferred Chase employees totaling
$343,552 were transferred to, and assumed by, the Plan.
On June 23, 2000, Webster acquired MECH Financial, Inc. ("Mechanics"). The
Plan was amended effective June 23, 2000 to state that all services with
Mechanics prior to the acquisition date constituted services rendered for the
purpose of meeting eligibility requirements for participation under the Plan.
Effective December 1, 2000, all assets and liabilities of the former Mechanics
401(k) Plan totaling $6,697,536 were transferred to, and assumed by, the Plan.
On August 18, 2000, Webster acquired certain branches from FleetBoston
Financial Corporation ("FleetBoston") that were divested as the result of the
Fleet-BankBoston merger. On the acquisition date, the employment of certain
employees was transferred from FleetBoston or members of their controlled group
to Webster Bank. Effective as of the date of acquisition the employees became
eligible to participate in the Plan. The Plan was amended to state that all
services with FleetBoston prior to the acquisition date constituted services
rendered for the purpose of meeting eligibility requirements for participation
under the Plan. During December 2000, net assets for the transferred employees
totaling $401,625 were transferred to, and assumed by, the Plan for the
transferred FleetBoston employees.
On December 1, 1999, Webster acquired New England Community Bancorp, Inc.
("NECB") and its subsidiaries. Prior to the NECB acquisition date, NECB
maintained the New England Community Bancorp 401(k) Plan (the "NECB 401(k)
Plan") for the benefit of the employees of NECB and certain of its affiliates.
Effective as of the acquisition date, no additional contributions were made to
the NECB 401(k) Plan. All service with NECB or a member of its controlled group
prior to the acquisition date constituted services rendered for the purpose of
meeting eligibility requirements for participation under the Plan. Subsequently,
effective as of March 1, 2000 (the "Plan Merger Date"), the NECB 401(k) Plan was
merged with and into the Plan, and all of the assets and liabilities of the NECB
401(k) Plan totaling $4,348,626 were transferred to and assumed by the Plan.
On May 19, 1999, Webster acquired Village Bancorp, Inc. ("Village"), the
holding company for The Village Bank and Trust Company. The Plan was amended
effective May 19, 1999 to state that all services with Village prior to the
acquisition date constituted services rendered for the purpose of meeting
eligibility requirements for participation under the Plan. Village terminated
their 401(k) Plan prior to the date of acquisition.
On April 21, 1999, Webster acquired Maritime Bank and Trust Company
("Maritime"). The Plan was amended effective April 21, 1999 to state that all
services with Maritime prior to the acquisition date constituted services
rendered for the purpose of meeting eligibility requirements for participation
under the Plan. Maritime terminated their 401(k) Plan prior to the date of
acquisition.
5
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998
------------------------------------------
The Plan was amended effective January 1, 1999 to add a provision for the
employees of Webster Investment Services, Inc. ("WIS"). Further, effective
January 1, 1999, WIS became a participating company in the Plan. Effective on
and after January 1, 1999, WIS became the employer of certain individuals who
were previously employed by Independent Financial Marketing Group, Inc. All
services which an employee of WIS performed for Independent Financial Marketing
Group, Inc. prior to their date of hire by WIS constituted services rendered for
the purpose of meeting the eligibility requirements for participation under the
Plan.
(b) Contributions
-------------
Employees who are members of the Plan, may make contributions of 1%
through 10% of their pay on a before-tax basis. Total salary deferrals are
limited to $10,500 for 2000 and $10,000 for 1999 and 1998 Plan years. The
Employer contributes a matching contribution to the Plan equal to 50% of the
first 6% of a participant's salary deferral contribution. The Bank may also make
a discretionary contribution to the Plan on behalf of employee participants. The
investment alternatives available under the Plan for the 2000 plan year are
summarized below:
American New Perspective Fund: This fund invests primarily in the common
stocks of companies based around the
world.
American Fundamental Investors This fund invests primarily in diversified
Fund: common stocks.
American Bond Fund of America: This fund invests in diversified bond
fixed income securities.
Fidelity Advisor Growth This fund invests in common stocks of
Opportunities Fund: ** smaller to medium-sized companies. The
fund may also invest in debt securities
and cyclicals.
Paine Webber Stable Value: This fund invests in units of the
Guaranteed Investment Contract (GIC)
portfolio under the PaineWebber Trust
Company pooled trust.
Webster Financial Corporation This fund invests 100% in the common stock
Common Stock: * of Webster.
Evergreen Small Cap Equity This fund invests primarily in small
Income Fund: ** growth companies that have higher than
average yields. The companies generally
have a total market capitalization less
than $500 million.
6
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998
------------------------------------------
Evergreen Growth & Income Fund: ** This fund invests primarily in
investment alternatives which seek to
provide capital growth and income and
diversification.
Pioneer Growth Shares: ** This fund invests primarily in common
stocks and other equity securities of
U.S. Companies that have above average
potential for earnings and revenue
growth.
Dreyfus Premier Balanced Fund: ** This fund invests in a diversified mix
of stocks and investment grade bonds of
both U.S. and foreign issuers.
Mass Investors Growth Stock Fund: This fund invests primarily in the
common stocks of U.S. and foreign
companies.
Munder Index 500 Fund: ** This fund invests primarily in stocks in
the S&P 500.
* Indicates party-in-interest to the Plan.
** See subsequent events
--------------------------------------------------------------------------------
(c) Vesting
-------
All amounts contributed to the 401(k) Plan by the participant and
employer, are fully vested and non-forfeitable at all times. The participant's
vested balance is affected by any investment gains or losses that their account
incurs.
(d) Payment of Benefits
-------------------
Under the Plan, a participant's "normal retirement date" is the date age
65 is attained. Payment of a participant's account balance begins not later than
60 days following the end of the Plan year during which retirement occurs.
Payment options available under the Plan are: Single Lump Sum; Lump
Sum/Installment; Installment; Joint and Survivor Annuity; Life Annuity and Life
Annuity with Term Certain Guaranteed. If a participant's employment with the
Bank terminates before normal retirement date, the participant is always 100%
vested for their account balance. In the event of termination, if the
participant's account balance does not, and has never exceeded $5,000, payment
will be an automatic lump sum. If the account balance exceeds or has ever
exceeded $5,000, then the participant may elect to defer payment not later than
when age 65 is reached. In the event of death, while a participant is actively
employed, the account balance will be paid to the designated beneficiary or
beneficiaries. In the event of total and permanent disability, a participant
will receive payment of their account balance as if retirement had occurred.
7
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998
------------------------------------------
(e) Loans
-----
Employees have the ability to borrow up to 50% of their account balances,
not to exceed $50,000. Interest is paid by the Plan participants to their
account at prevailing interest rates through payroll deductions. Loans must
generally be repaid within five years or, if earlier, by normal retirement date
of the borrower.
(f) Rollovers
---------
Under the Plan, transfers from other tax-qualified retirement plans are
permitted even if the employee is not currently participating in the Plan.
Rollovers must be deposited to the Plan trust fund within 60 days of receipt.
All rollovers will be invested and distributed in accordance with the rules of
the Plan.
(g) Hardship Withdrawals
--------------------
Hardship withdrawals are permitted under the Plan for specific reasons
when the participant has met conditions required by the Plan.
(h) Domestic Relations Orders
------------------------
The Plan Administrator may be required by law to recognize obligations
the participant incurs as a result of court-ordered support or alimony payments.
The Plan Administrator must honor a qualified domestic relations order ("QDRO").
If a QDRO is received by the Plan Administrator, all or a portion of the Plan
participant's account balance may be used to satisfy the obligation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
The following are the significant accounting policies followed by the
Plan:
(a) Basis of Accounting
-------------------
The accompanying financial statements of the Plan are prepared in
accordance with the accrual basis of accounting.
(b) Purchases and Sales Transactions
--------------------------------
Transactions are recorded on a trade-date basis.
(c) Valuation of Assets
-------------------
Investments are stated at current market values. Quoted market values are
used to value investments. Loans to participants are stated at amortized cost,
which approximates their market values.
8
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998
------------------------------------------
(d) New Accounting Pronouncements
-----------------------------
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No.
133"). SFAS No 133 requires that an entity recognize all derivatives and measure
those instruments at fair value.
SFAS No. 133 is effective for fiscal year beginning after June 15, 2000.
Pursuant to SFAS No 137, the Plan is required to adopt SFAS No. 133 effective
January 1, 2001. (Management has determined that SFAS No. 133 will not have an
impact on the Plan financial statements).
(e) Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets, liabilities and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
(f) Administrative Expenses
-----------------------
Administrative fees of the Plan are in part paid by the Bank.
Administrative fees for 2000 totaled $152,392 of which $148,157 was directly
paid by the Bank and $4,235 were paid by the Plan. The $4,235 amount paid by the
Plan represents loan administration costs charged directly to the Plan's
investment funds. Administrative fees paid for the 1999 Plan Year were $123,525,
of which $97,693 was paid by the Bank and $25,832 was paid by the Plan.
Administrative fees paid for the 1998 Plan Year were $84,611, of which $79,823
was paid by the Bank and $4,788 was paid by the Plan.
3. INVESTMENTS
-----------
The Plan's assets are invested in various mutual funds and Webster common
stock through Paine Webber, the Plan's investment advisor and USI Consulting
Group, the Plan's record keeper. The Plan is sponsored and administered by the
Bank. Plan participants have the ability to direct their account balances to
several selected mutual funds or Webster common stock. In September 1999, the
American Institute of Certified Public Accountants issued Statement of Position
99-3, "Accounting for and Reporting of Certain Defined Contribution Plan
Investments and Other Disclosure Matters (SOP 99-3)." SOP 99-3 simplified the
disclosure for certain investments and is effective for plan years ending after
December 15, 1999. The Plan adopted SOP 99-3 during the Plan year ended December
30, 1999. Accordingly, information previously required to be disclosed about
participant-directed fund investment programs is not presented in the Plan's
2000 and 1999 financial statements.
9
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998
------------------------------------------
The fair value of fund investments that exceed 5% or more of the Plan's
net assets available for benefits at December 30, 2000 and 1999 is as follows:
2000 1999
-------- ------
American New Perspective Fund $ 4,487,849 $ 3,813,116
American Fundamental Investors Fund 8,344,718 8,006,753
American Bond Fund of America 3,273,633 3,026,891
Fidelity Advisor Growth
Opportunities Fund 5,252,704 5,504,480
Webster Financial Corporation
Common Stock* 15,991,753 7,998,084
Paine Webber Stable Value Fund 4,700,653 3,672,997
Evergreen Growth & Income Fund 4,183,846 3,325,726
* Indicates party-in-interest to the Plan.
--------------------------------------------------------------------------------
During 2000 and 1999, the Plan's net investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value by $813,703 and $1,591,691, respectively, as follows:
2000 1999
-------- ------
Mutual Funds $ (1,342,608) $ 2,872,292
Webster Stock* 2,156,311 (1,280,601)
------------ -------------
$ 813,703 $ 1,591,691
============ ============
* Indicates party-in-interest to the Plan.
10
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998
------------------------------------------
4. PLAN TERMINATION
----------------
Although the Bank has not expressed any intent to terminate the Plan
Agreement, it has the right to do so at any time. The rights of all employees to
benefits accrued under the Plan as of the date of such termination, partial
termination or discontinuation of contribution are fully vested and will be
nonforfeitable. After providing for the expenses of the Plan, the remaining
assets of the Plan will be allocated by the Human Resources Committee appointed
by the Board of Directors.
5. TAX STATUS
----------
The Internal Revenue Service has determined and informed the Bank by a
letter dated June 5, 1997, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC").
Accordingly, no provision for income taxes has been made in the accompanying
financial statements. It is the opinion of the Plan administrator, that the Plan
is designed and is currently being operated in compliance with the applicable
requirements of the IRC.
6. AMENDMENTS
----------
The Plan was amended during 2000 as follows:
(1) Effective April 7, 2000, the Plan was amended to add provisions for
the transferred employees of The Chase Manhattan Bank branch acquisition. Refer
to Note 1 (a) of this document for further information.
(2) Effective April 13, 2000, the Plan was amended to add provisions for
the employees of the Levine Companies ("Levine"). Refer to Note 1(a) of this
document for further information.
(3) Effective June 23, 2000, the Plan was amended to add provisions for
the employees of MECH Financial, Inc. ("Mechanics"). Refer to Note 1(a) of this
document for further information.
(4) Effective August 18, 2000, the Plan was amended to add provisions for
the transferred employees of the FleetBoston Financial Corporation branch
acquisition. Refer to Note 1(a) of this document for further information.
The above information is meant to provide only a brief description of
amendments to the Plan during the 2000 plan year. The Webster Bank Employee
Investment Plan document should be referenced.
11
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 30, 2000, 1999 AND DECEMBER 31, 1998
------------------------------------------
7. SUBSEQUENT EVENTS
-----------------
(1) Effective January 1, 2001, Evergreen Small Cap Value, Evergreen
Growth & Income Fund, Pioneer Growth Shares, Fidelity Advisors
Growth Opportunity, Munder Index 500 and Dreyfus Premier Balanced
Fund investment options were eliminated and replaced by Dreyfus
Founders Discovery, Seligman Capital, MFS Mass Investors Growth,
Growth Fund of America and AIM Balanced Fund, respectively. The
change in investment options was made on the advice of the Plan's
financial advisor, PaineWebber.
(2) Effective January 1, 2001, the Record Keeper for the Plan was
changed to PFPC from USI Consulting Group.
(3) On January 5, 2001, Webster acquired through Damman, Musante Reihl
Associates, Inc. ("Musante"). Effective as of January 1, 2001, the
Plan was amended to provide provisions for the employees of
Musante. All service rendered by employees of Musante prior to the
acquisition date constitutes service rendered for the purpose of
meeting eligibility requirements for participation under the Plan.
Musante became members of the Plan's controlled group effective
April 1, 2001.
(4) On March 14, 2001, Webster acquired Center Capital Corporation
("Center Capital"). Effective as of April 1, 2001, the Plan was
amended to provide provisions for the employees of Center Capital.
All service rendered by employees of Center Capital prior to the
acquisition date constitutes service rendered for the purpose of
meeting eligibility requirements for participation under the Plan.
Center Capital became members of the Plan's controlled group
effective on March 14, 2001.
(5) On April 5, 2001, Webster acquired through Damman, Wolf Zackin &
Associates, Inc. ("Wolf Zackin"), and its sister company Benefit
Plans Design & Administration, Inc. ("Benefit Plans"). Effective
June 25, 2001, the Plan was amended to provide provisions for the
employees of Wolf Zackin and Benefit Plans. All service rendered
by employees of Wolf Zackin and Benefit Plans prior to the
acquisition date constitutes service rendered for the purpose of
meeting eligibility requirements for participation under the Plan.
Wolf Zackin and Benefit Plans will become members of the Plan's
controlled group effective July 1, 2001.
(6) In April 2001, William J. Healy was appointed Executive Vice
President and Chief Financial Officer of Webster Financial
Corporation as a permanent replacement for John V. Brennan who
died in May 2000. William J. Healy also replaced John V. Brennan
as an Administrator to the Plan.
12
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SCHEDULE H - LINE 4I
DECEMBER 30, 2000
------------------------------------------
Number of Current
Identity of Issue Shares Held Value
----------------- ----------- -------
American New Perspective 186,604.935 shares; net asset $ 4,487,849
Fund value per share $24.05
American Fundamental 267,802.254 shares; net asset 8,344,718
Investors Fund value per share $31.16
American Bond Fund 255,952.537 shares; net asset 3,273,633
of America value per share $12.79
Fidelity Advisor Growth 153,812.706 shares; net asset 5,252,704
Opportunities Fund value per share $34.15
Webster Financial Corporation 564,805.000 shares; net asset 15,991,753
Common Stock* value per share $28.31
Paine Webber Stable Value 338,541.782 shares; net asset 4,700,653
Fund value per share $13.885
Evergreen Small Cap Equity 57,241.835 shares; net asset 1,005,739
Income Fund value per share $17.57
Evergreen Growth & Income Fund 157,287.440 shares; net asset 4,183,846
value per share $26.60
Pioneer Growth Shares 10,279.589 shares; net asset 176,912
value per share $17.21
Dreyfus Premier Balanced Fund 35,477.518 shares; net asset 517,617
value per share $14.59
Mass Investors Growth Stock Fund 77,120.504 shares; net asset 1,321,845
value per share $17.14
Munder Index 500 Fund 38,172.976 shares; net asset 1,053,192
value per share $27.59 -----------
Total Investments $ 50,310,461
===========
Loans to Participants* $ 1,078,658
===========
* Indicates party-in-interest to the Plan.
13
SIGNATURES
------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrative committee of the Plan has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
----------------------------------------
Date: June 27, 2001 By: /s/ R. David Rosato
---------------------------- -----------------------------------
R. David Rosato
Member of the Retirement
Plan Committee
Date: June 27, 2001 By /s/ Renee P. Seefried
---------------------------- -----------------------------------
Renee P. Seefried
Member of the Retirement
Plan Committee
14
EXHIBIT INDEX
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Exhibit
Number Description
------- --------------------------------------------
23 Consent of KPMG LLP
15