-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T/HESe7PCoOG5dbrPRrAuedtDQxoVQsIAFDdi20SZVog7rhuH8OOeHgta1r03cxk Re2dHCYmUadVPrJoGIT57A== 0001209191-09-056892.txt : 20091214 0001209191-09-056892.hdr.sgml : 20091214 20091214162105 ACCESSION NUMBER: 0001209191-09-056892 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091210 FILED AS OF DATE: 20091214 DATE AS OF CHANGE: 20091214 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WEBSTER FINANCIAL CORP CENTRAL INDEX KEY: 0000801337 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 061187536 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: WEBSTER PLAZA STREET 2: 145 BANK ST CITY: WATERBURY STATE: CT ZIP: 06720 BUSINESS PHONE: 2037532921 MAIL ADDRESS: STREET 1: WEBSTER PLAZA CITY: WATERBURY STATE: CT ZIP: 06720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER DAVID A CENTRAL INDEX KEY: 0001179577 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31486 FILM NUMBER: 091239113 MAIL ADDRESS: STREET 1: 6855 PACIFIC STREET, AK-310 CITY: OMAHA STATE: NE ZIP: 68106 4 1 c93604_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2009-12-10 0000801337 WEBSTER FINANCIAL CORP WBS 0001179577 COULTER DAVID A C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 0 0 Common Stock, par value $0.01 per share ("Common Stock") 7043000 I See Footnotes Common Stock 1461 D Common Stock 100 I In Trust See Footnote 2009-12-10 4 J 0 44570 1000 A Common Stock 4457000 44570 I See Footnotes A-Warrant, Series 1 (?A1-Warrant?) 2009-12-10 4 J 0 1 0 A 2009-12-10 2016-07-27 Common Stock 1843100 1 I See Footnotes A-Warrant, Series 2 (?A2-Warrant?) 2009-12-10 4 J 0 1 0 A 2009-12-10 2016-10-15 Common Stock 6781900 1 I See Footnotes Prior to the event reported herein, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, and an affiliated limited partnership (together, "WP X") was the holder of 7,043,000 shares of Common Stock. WP X was also the holder of (i) 44,570 shares of Series C Preferred Stock, (ii) the A1-Warrant to purchase 1,843,100 shares of Common Stock and (iii) the A2-Warrant to purchase 6,781,900 shares of Common Stock. Following receipt of certain approvals from stockholders of WBS on December 10, 2009, the Series C Preferred Stock became convertible into 4,457,000 shares of Common Stock, and the A1-Warrant and the A2-Warrant became exercisable for Common Stock. Series C Preferred Stock will automatically convert into 4,457,000 shares of Common Stock on December 17, 2009. Warburg Pincus X L.P., a Delaware limited partnership ("WP X LP"), is the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") is the general partner of WP X LP; Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners") is the sole member of WP X LLC; and Warburg Pincus & Co., a New York general partnership ("WP") is the managing member of WP Partners. Warburg Pincus LLC, a New York limited liability company ("WP LLC") manages WP X, and Messrs. Charles R. Kaye and Joseph P. Landy are each a Managing General Partner of WP and Managing Member and Co-President of WP LLC. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a Partner of WP and a Member and Managing Director of WP LLC, Mr. David A. Coulter may be deemed to be the beneficial owner of the Common Stock, the Series C Preferred Stock, the A1-Warrant and the A2-Warrant held by WP X. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Mr. David A. Coulter herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of the shares of Common Stock, Series C Preferred Stock, the A1-Warrant or the A2-Warrant held by WP X. Mr. Coulter disclaims beneficial ownership of the Common Stock, the Series C Preferred Stock, the A1-Warrant and the A2-Warrant held by WP X, except to the extent of his pecuniary interest in such shares of Common Stock, Series C Preferred Stock, the A1-Warrant and the A2-Warrant held by WP X. Series C Perpetual Participating Preferred Stock, par value $0.01 per share ("Series C Preferred Stock") Each share of the Series C Preferred Stock is automatically convertible into 100 shares of Common Stock. Following receipt of certain stockholder approvals on December 10, 2009, the Series C Preferred Stock will mandatorily convert into Common Stock on December 17, 2009. Series C Preferred Stock is perpetual and has no expiration date. The A1-Warrant has an exercise price of $10.00 per share from 7/27/2009 until 7/27/2011, $11.50 from 7/28/2011 until 7/28/2013, and $13.00 thereafter until expiration, subject to adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions. Under certain circumstances relating to ownership limits for regulatory reasons, WBS may satisfy the requirements of the A1-Warrant upon exercise by delivery of its Non-Voting Perpetual Participating Preferred Stock, Series D, instead of Common Stock. The A2-Warrant has an exercise price of $10.00 per share from 10/15/2009 until 10/15/2011, $11.50 from 10/16/2011 until 10/16/2013, and $13.00 thereafter until expiration, subject to adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions. Under certain circumstances relating to ownership limits for regulatory reasons, WBS may satisfy the requirements of the A2-Warrant upon exercise by delivery of its Non-Voting Perpetual Participating Preferred Stock, Series D, instead of Common Stock. * Power of Attorney given by Mr. Coulter was previously filed with the SEC on February 1, 2008, as an Exhibit to a Form 3 filed by David A. Coulter with respect to MBIA Inc. /s/ Scott A. Arenare, Attorney-in-Fact* 2009-12-14 -----END PRIVACY-ENHANCED MESSAGE-----