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. (No Fee Required)
For the fiscal year ended December 30, 2001
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 PERIODS ENDED DECEMBER 30, 2001 AND 2000
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 .................................................................. 4-13
Supplemental Schedule:
Schedule H, Line 4i - Schedule of Assets (Held at end of Year) ................................. 14
Signatures .......................................................................................... 15
Exhibit Index ....................................................................................... 16
Independent Auditors' Consent - Exhibit 23........................................................... 17
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, 2001 and 2000,
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, 2001. 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, 2001 and 2000, and the changes in
net assets available for benefits for each of the years in the three-year period
ended December 30, 2001 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 is 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, 2002
1
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 30, 2001 AND 2000
------------------------------------------
2001 2000
------ ------
ASSETS
------
Investments (cost basis of $50,678,412 50,310,461
$52,670,659 in 2001 and
$45,060,662 in 2000) (Note 3)
Loans to Participants 1,160,527 1,078,658
Receivables:
Participants 611,367 9,238
Employer 231,411 308
Cash 10,479 280,135
----------- ----------
Total Assets $52,692,196 51,678,800
=========== ==========
NET ASSETS AVAILABLE FOR BENEFITS $52,692,196 51,678,800
=========== ==========
See accompanying notes to financial statements.
2
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
PERIODS ENDED DECEMBER 30, 2001, 2000 AND 1999
-------------------------------------------------
2001 2000 1999
------------ ---------- ----------
ADDITIONS TO NET ASSETS:
-----------------------
Net investment income:
Net (depreciation) appreciation
in fair value of investments $ (1,344,233) 813,703 1,591,691
Interest and dividends 799,688 677,505 514,106
------------ ---------- ----------
Net investment (loss) income (544,545) 1,491,208 2,105,797
Contributions:
Participants 5,775,194 4,604,841 3,773,131
Employer 2,124,792 1,718,392 1,375,583
Transfers from other plans (Note 1) -- 11,791,339 1,816,169
------------ ---------- ----------
Total additions 7,355,441 19,605,780 9,070,680
------------ ---------- ----------
DEDUCTIONS FROM NET ASSETS:
--------------------------
Benefits paid to participants 6,336,125 5,172,626 2,886,905
Miscellaneous expenses 5,920 4,235 25,832
------------ ---------- ----------
Total deductions 6,342,045 5,176,861 2,912,737
------------ ---------- ----------
Net increase 1,013,396 14,428,919 6,157,943
NET ASSETS AVAILABLE FOR BENEFITS
---------------------------------
Beginning of year 51,678,800 37,249,881 31,091,938
------------ ---------- ----------
END OF YEAR $ 52,692,196 51,678,800 37,249,881
============ ========== ==========
See accompanying notes to financial statements.
3
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
------------------------------------------
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 and deferred compensation 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 is sponsored
and administrated by Webster Bank, a subsidiary of Webster Financial
Corporation. The Plan covers all eligible employees who are employed by Webster
Bank and its subsidiaries, who are members of the controlled group. The Plan
also covers certain subsidiaries of Webster Financial Corporation ("Webster" or
the "Company") who are members of the controlled group. Webster D&P Holdings,
Inc. ("Duff & Phelps"), a wholly-owned subsidiary of Webster, at December 2001
owned 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 in the
Plan are participant directed. Participation in the Plan is completely
voluntary. Effective December 30, 1999, the Plan was amended to incorporate a
change in the plan year. The amendment changed the plan year end to December 30
from December 31. The 1999 plan year was the short year, which commenced January
1 and ended December 30. Effective January 1, 2001, the record keeper for the
Plan was changed to PFPC, Inc. from USI Consulting Group and the trustee changed
to UBS PaineWebber Trust Company from Webster Bank.
On October 22, 2001, an amendment and restatement of the Plan
incorporating "GUST" changes was adopted by the Board of Directors. The changes
required under "GUST" were required to be adopted by the Plan by December 31,
2001. Subsequent to implementing the changes required under "GUST", the Plan was
submitted to the IRS for a favorable determination letter. "GUST" is the acronym
for a series of statutes that were enacted between 1994 and 2000 that affected
the rules governing qualified retirement plans. The statutes include the General
Agreement on Tariffs and Trade, the Uniform Service Employment and Reemployment
Rights Act, the Small Business Job Protection Act and the Tax Reform Act of
1997.
Webster, through its subsidiaries, Webster Bank (the "Bank"), Damman
Associates, Inc., which has been renamed Webster Insurance, Inc. ("Webster
Insurance") in 2002, and Duff & Phelps, delivers financial services to
individuals, families and businesses primarily in Connecticut and equipment
financing 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
105 banking and other offices, over 210 ATM's and its Internet website
(www.websteronline.com). Webster Bank was founded in 1935 and converted from a
federal mutual to a federal stock institution in 1986.
4
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
------------------------------------------
Effective January 1, 2001, the following investment funds were eliminated
as investment options under the Plan: Evergreen Small Cap Value, Evergreen
Growth & Income Fund, Pioneer Growth Shares, Fidelity Advisors Growth
Opportunity, Munder Index 500 and Dreyfus Premier Balanced Fund. Effective
January 1, 2001, the following investment funds were added as investment options
under the Plan: Dreyfus Founders Discovery Fund, Seligman Capital Fund, American
Growth Fund of America, Brinson Tactical Allocation Fund, American Europacific
Growth Fund, AIM Value Fund and AIM Balanced Fund. These changes in investment
options were made on the advice of the Plan's financial advisor, UBS
PaineWebber.
On April 5, 2001, Webster acquired, through Webster Insurance, 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 constituted service rendered for the purpose of meeting
eligibility requirements for participation under the Plan. Wolf Zackin and
Benefit Plans became members of the Plan's controlled group effective July 1,
2001. Prior to the acquisition date, Wolf Zackin did not maintain a 401(k) plan.
Prior to the acquisition date, Benefit Plans terminated its 401(k) plan and the
net assets of the plan were paid directly to the participants of the former
plan. The participants of the former plan had the option to rollover their
account balance to the Plan subsequent to receiving their payment. During 2001,
the Plan received $127,618 from participants of the former Benefits Plans 401(k)
plan who elected to rollover their direct payouts to the Plan.
On March 14, 2001, Webster acquired Center Capital Corporation ("Center
Capital"). Effective 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 constituted service rendered for the
purpose of meeting eligibility requirements for participation under the Plan.
Center Capital became a member of the Plan's controlled group on March 14, 2001.
Prior to the acquisition date, Center Capital terminated its 401(k) plan and the
net assets of the plan were paid directly to the participants of the former plan
The participants of the former plan had the option to rollover their account
balance to the Plan subsequent to receiving their payment. During 2001, the Plan
received $757,420 from participants of the former Center Capital 401(k) plan who
elected to rollover their payouts to the Plan.
On January 5, 2001, Webster acquired, through Webster Insurance, 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 constituted
service rendered for the purpose of meeting eligibility requirements for
participation under the Plan. Musante became a member of the Plan's controlled
group on April 1, 2001. Prior to the acquisition date, Musante did not maintain
a 401(k) plan.
On August 18, 2000, Webster acquired certain branches from FleetBoston
Financial Corporation ("FleetBoston"). On the acquisition date, the employment
of certain employees was transferred from FleetBoston to the Bank. Effective the
date of acquisition, the employees became eligible to participate in the Plan.
The Plan was amended to state that all service with FleetBoston prior to the
acquisition date constituted service 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.
On June 23, 2000, Webster acquired MECH Financial, Inc. ("Mechanics"). The
Plan was amended effective June 23, 2000 to state that all service with
Mechanics prior to the acquisition date constituted service 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.
5
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
------------------------------------------
On April 7, 2000, Webster acquired certain branches from the Chase
Manhattan Bank ("Chase"). Effective the date of acquisition, the employees
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. 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 February 1, 2000, Webster acquired, through Webster Insurance, the
Levine Companies ("Levine"). The Plan was amended effective April 13, 2000 to
state that all service with Levine prior to the acquisition date constituted
service rendered for the purpose of meeting eligibility requirements for
participation under the Plan. Prior to the acquisition date, Levine terminated
its 401(k) plan. The assets of the former Levine 401(k) plan did not merge with
the Plan and were paid out to the participants in the plan.
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 service rendered for the purpose of
meeting eligibility requirements for participation under the Plan. Effective
March 1, 2000, 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 service with Village prior to the
acquisition date constituted service rendered for the purpose of meeting
eligibility requirements for participation under the Plan. Village terminated
its 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
service with Maritime prior to the acquisition date constituted service rendered
for the purpose of meeting eligibility requirements for participation under the
Plan. Maritime terminated its 401(k) Plan prior to the date of acquisition.
6
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
------------------------------------------
The Plan was amended effective January 1, 1999 to add a provision for the
employees of Webster Investment Services, Inc. ("WIS"). Also, 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 service
which an employee of WIS performed for Independent Financial Marketing Group,
Inc. prior to their date of hire by WIS constituted service 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 pre-tax basis. Total salary deferrals are limited
to $10,500 for 2001 and 2000 plan years and $10,000 for the 1999 plan year. The
Bank contributes a matching contribution to the Plan equal to 50% of the first
6% of a participant's salary deferral contribution. The cost of the matching
contribution is allocated among the Bank and participating subsidiaries of the
Bank and Webster. 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 2001 plan year are summarized below:
American New Perspective Fund This fund invests primarily in the common stocks of
companies located around the world.
American Fundamental Investors This fund invests primarily in common stock of large
Fund established companies. This fund may also invest in non-U.S.
securities.
American Bond Fund of America This fund invests in diversified fixed income securities.
American Growth Fund of America** This fund invests primarily in common stocks of companies
that seek long-term capital growth.
UBS PaineWebber Trust Stable Asset This fund invests in units of the Guaranteed Investment
Contract portfolio under the UBS PaineWebber Trust
Company pooled trust.
Webster Financial Corporation This fund invests 100% in the common stock of
Common Stock* Webster.
Seligman Capital Fund** This fund invests primarily in common stock of medium-sized
U.S. companies.
7
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
------------------------------------------
AIM Balanced Fund** This fund invests in a diversified portfolio of common stocks,
preferred stocks, convertible securities and bonds.
AIM Value Fund** This fund invests primarily in equity securities. The fund may
also invest in preferred stocks, debt instruments and foreign
securities.
Brinson Tactical Allocation Fund** This fund invests in stocks in the S&P 500 and short-term U.S.
Treasury securities.
Dreyfus Founders Discovery Fund** This fund invests primarily in common stocks of small-cap
companies. The fund may also invest in foreign securities.
MFS Mass Investors Growth Stock Fund This fund invests in common stocks of U.S. companies for
long-term growth.
American Europacific Growth Fund** This fund invests primarily in stocks of issuers located in
Europe and the Pacific Rim.
* Indicates party-in-interest to the Plan.
** Indicates new fund as of January 1, 2001. Refer to Item 1(a) for
information concerning funds that were deleted from the Plan.
--------------------------------------------------------------------------------
(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 his account
incurs.
(d) Payment of Benefits
-------------------
Under the Plan, a participant's "normal retirement date" is the date age
59 1/2 is attained. Payment options under the Plan are either a single lump sum
payment or a series of equal periodic payments in the form of an annuity. If the
participant's vested account balance is no more than $5,000, the balance will be
paid in a single lump sum payment within 90 days after the end of the plan year
in which the participant becomes eligible to receive the payment. If the
participant's vested account balance is more than $5,000, the payout will be in
the form of an annuity unless the annuity option is waived. The participant may
also elect to have the vested account balance directly rolled over to another
qualified plan. If the participant is married, a joint and survivor annuity will
provide monthly payments for as long as the participant and the spouse live. In
the event of a participant's death, the vested account balance will be paid to
the participant's designated beneficiary or beneficiaries. If the participant
dies before his spouse, the monthly annuity payment to a spouse will be 50% of
the payments that would have been received prior to the participant's death. If
the participant does not want an annuity payout, the participant may choose
another type of payment, such as a single lump sum or installment payments over
a set period. In the event of a participant's total and permanent disability, a
participant would receive their vested account balance as if normal retirement
had occurred. All benefit payments to participants are recorded upon
distribution.
8
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
------------------------------------------
(e) Loans
-----
Employees have the ability to borrow up to 50% of their account balances,
not to exceed $50,000. Interest is paid by 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) Withdrawals
-----------
Hardship withdrawals are permitted under the Plan for specific reasons
when the participant has met conditions required by the Plan.
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
conformity with accounting principles generally accepted in the United States of
America.
(b) Purchases and Sales Transactions
--------------------------------
Transactions are recorded on a trade-date basis.
(c) Valuation of Assets
-------------------
Investments are stated at current market values based upon quoted values.
Loans to participants are stated at amortized cost, which approximates their
market values.
(d) Accounting Pronouncements
-------------------------
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities". SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities.
9
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
------------------------------------------
SFAS No. 133, as amended by SFAS Nos. 137 and 138, was effective for
fiscal year beginning after June 15, 2000. Pursuant to SFAS No. 137, the Plan
adopted SFAS No. 133 effective January 1, 2001 which had no impact on the Plan's
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. Total
administrative fees for the 2001 plan year were $82,832 of which $76,912 was
paid by the Bank and $5,920 was paid by the Plan. The $5,920 amount paid by the
Plan represents loan administration costs charged directly to the Plan's
investment funds. Total administrative fees paid for the 2000 plan year were
$152,392 of which $148,157 was paid by the Bank and $4,235 was paid by the Plan.
Total 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.
The decrease in total administrative fees for the 2001 plan year is
primarily due to a change in the record keeper for the Plan that was effective
January 1, 2001. The increase in total administrative fees for the 2000 plan
year was primarily due to a higher level of net assets in the Plan due to
acquisitions completed during 2000 and 1999. Refer to Item 1(a) for further
information on acquisitions.
10
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
------------------------------------------
3. INVESTMENTS
-----------
The Plan's assets are invested in various mutual funds and Webster
common stock through UBS PaineWebber, the Plan's investment advisor. PFPC, Inc.
was the record keeper and UBS PaineWebber Trust Company, the trustee for the
2001 Plan year. The Plan is sponsored and administered by the Bank. Plan
participants have the ability to direct and allocate their account balances
among the mutual funds available under the Plan or Webster common stock. Refer
to Item 1(b) within this report for investment options that were available for
the 2001 plan year.
The fair value of fund investments that exceed 5% of the Plan's net
assets available for benefits at December 30, 2001 and 2000 is as follows:
2001 2000
------ ------
Webster Financial Corporation Common Stock* $13,937,542 15,991,753
American Fundamental Investors Fund 6,679,784 8,344,718
American Growth Fund of America 6,031,906 --
Paine Webber Stable Value Fund 5,961,894 4,700,653
American Bond Fund of America 3,920,294 3,273,633
American New Perspective Fund 3,824,314 4,487,849
Seligman Capital 3,719,518 --
Fidelity Advisor Growth Opportunities Fund -- 5,252,704
Evergreen Growth & Income Fund -- 4,183,846
* Indicates party-in-interest to the Plan.
--------------------------------------------------------------------------------
During 2001 and 2000, the Plan's net investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated in
value by $1,344,233 and appreciated in value by $813,703, respectively, as
follows:
2001 2000 1999
------ ------ ------
Mutual Funds $ (3,216,474) (1,342,608) 2,872,292
Webster Stock* 1,872,241 2,156,311 (1,280,601)
------------ ----------- -----------
$ (1,344,233) 813,703 1,591,691
============ =========== ===========
* Indicates party-in-interest to the Plan.
11
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
------------------------------------------
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 contributions 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 Retirement Plans Committee appointed
by the Board of Directors.
5. TAX STATUS
----------
The Internal Revenue Service ("IRS") has determined and informed the Bank
in a letter dated June 5, 1997, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code. 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 Internal Revenue Code.
6. AMENDMENTS
----------
The Plan was amended during 2001 as follows:
(1) Effective April 1, 2001, the Plan was amended to add provisions for
the employees of the Musante Reihl Associates, Inc. Refer to Note 1(a) of this
document for further information.
(2) Effective April 1, 2001, the Plan was amended to add provisions for
the employees of the Center Capital Corporation. Refer to Note 1(a) of this
document for further information.
(3) Effective July 1, 2001, the Plan was amended to add provisions for
the employees of Wolf Zackin & Associates, Inc. and Benefit Plans Design &
Administration, Inc. 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 2001 plan year. The Webster Bank Employee Investment Plan
document should be referenced for complete information.
12
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
------------------------------------------
7. SUBSEQUENT EVENTS
-----------------
(1) Effective January 17, 2002, the Plan was amended to include the
following changes: (a) each participant may elect to have
compensation deferred anywhere from 1% to as much as 15% with the
maximum contribution not exceeding $11,000 for the 2002 plan year,
(b) participants may not make a special deferral election with
respect to bonuses, (c) participants may modify their salary
deferral elections on January 1, April 1, July 1 and October 1 of
each plan year, (d) participants who do not affirmatively elect to
receive cash or have a specified amount contributed to the Plan
automatically will not be able to defer compensation, (e) there
will not be a special effective date for the salary deferral
component of the Plan.
(2) Effective June 1, 2002, the Plan's trustee will change from UBS
PaineWebber Trust Company to Riggs Bank, N.A.
(3) In 2002, the maximum pre-tax contribution limit for Plan
participants will be increased to $11,000 per year from $10,500.
13
WEBSTER BANK
EMPLOYEE INVESTMENT PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
SCHEDULE H - LINE 4i
DECEMBER 30, 2001
------------------------------------------
Number of Current
Identity of Issue Shares Held Value
----------------- ----------- -------
Webster Financial Corporation 441,480.583 shares; value $ 13,937,542
Common Stock* per share $31.57
American Fundamental 241,670.912 shares; net asset 6,679,784
Investors Fund value per share $27.64
American Growth Fund of 251,854.113 shares; net asset 6,031,906
America value per share $23.95
UBS PaineWebber Stable Value 407,818.182 shares; net asset 5,961,894
Fund value per share $14.619
American Bond Fund 307,233.072 shares; net asset 3,920,294
of America value per share $12.76
American New Perspective 175,911.408 shares; net asset 3,824,314
Fund value per share $21.74
Seligman Capital 186,535.507 shares; net asset 3,719,518
value per share $19.94
MFS Mass Investors Growth Stock 142,675.881 shares; net asset 1,863,347
value per share $13.06
Dreyfus Founders Discovery 52,145.940 shares; net asset 1,502,846
value per share $28.82
American Europacific Growth 37,130.821 shares; net asset 995,106
value per share $26.80
AIM Value Fund 83,463.388 shares; net asset 916,428
value per share $10.98
AIM Balanced Fund 34,555.227 shares; net asset 899,127
value per share $26.02
Brinson Tactical Allocation 16,227.864 shares; net asset 426,306
value per share $26.27 ------------
Total Investments $ 50,678,412
============
Loans to Participants* Rate range 7.00% to 10.50% $ 1,160,527
============
-----------------------------
* Indicates party-in-interest to the Plan.
14
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, 2002 By: /s/ R. David Rosato
--------------------- -----------------------------------
R. David Rosato
Member of the Retirement
Plans Committee
Date: June 27, 2002 By: /s/ Renee P. Seefried
--------------------- -----------------------------------
Renee P. Seefried
Member of the Retirement
Plans Committee
Date: June 27, 2002 By: /s/ William J. Healy
--------------------- -----------------------------------
William J. Healy
Member of the Retirement
Plans Committee
15
EXHIBIT INDEX
-------------
------------------------------------------
Exhibit
Number Description
------- --------------------------
23 Consent of KPMG LLP
16