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Webster Financial Announces Stock Repurchase.

Business Editors

WATERBURY, Conn.--(BUSINESS WIRE)--Dec. 21, 1999

Webster Financial Corporation (Nasdaq: WBST), the holding company for Webster Bank, and MECH Financial, Inc. (Nasdaq: MECH), the holding company for Mechanics Savings Bank, today jointly announced that each company's Board of Directors has voted to amend their previously announced merger agreement to allow Webster to account for the transaction under the purchase accounting method.

"The MECH and Webster boards believe that the current market environment makes a purchase accounting structure advantageous for shareholders of both companies, as the purchase accounting method will enable us to repurchase Webster shares at attractive prices, effective immediately," said James C. Smith, Webster chairman and chief executive officer.

Webster intends to account for the MECH transaction using the purchase method of accounting and Webster's Board has authorized the repurchase of up to five million of its common shares specifically for reissuance in this transaction.

The acquisition, which is structured as a tax-free, stock-for stock exchange, was valued at $210 million at the original Dec. 2 announcement date, when it was structured as a pooling of interests. The other terms of the agreement, by which Mechanics shareholders receive 1.52 shares of Webster common stock for each share of Mechanics, remain unchanged.

Mechanics Savings Bank is a state-chartered, Hartford-based savings bank with $1.1 billion in assets and 16 branch offices in the capital region. Mechanics branch offices are located in Avon, Bloomfield, East Hartford, Glastonbury, Hartford, Manchester, New Britain, Wethersfield, West Hartford and Windsor.

The amended merger agreement is subject to approval by regulatory authorities and Mechanics shareholders. Webster expects the transaction to close in the second quarter of 2000.

With the addition of Mechanics, the recently completed merger of New England Community Bancorp, and the previously announced agreements to purchase FleetBoston and Chase Manhattan branches, Webster will rank as the fifth largest New England based bank.

Pro forma for pending merger and branch purchase activity, Webster Bank has $11 billion in assets and operates through a network of more than 125 banking offices, and 200 ATMs, in addition to telephone, video, Web and PC banking.

Webster is also a leading, full-service commercial and mortgage lender in Connecticut. Webster Trust, the bank's trust and investment management subsidiary, is one of the leading bank trust companies based in Connecticut. Webster's insurance subsidiary, Damman Insurance Associates, is one of the largest agencies in the state.

Webster's Nowlending subsidiary found at on the Worldwide Web, originates low-cost mortgages over the Internet for customers across the United States.

For more information on Webster visit

Statements in this press release regarding Webster Financial Corporation's business that are not historical facts are "forward looking statements" that involve risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statement, see "Forward Looking Statements" in the Company's Annual Report for the most recently ended fiscal year.
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Publication:Business Wire
Date:Dec 21, 1999
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