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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[mark one] [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-12784
WESTBANK CORPORATION
Massachusetts 04-2830731
(State of Incorporation) (I.R.S. Employer Identification Number)
225 Park Avenue, West Springfield Massachusetts 01090-0149
(Address of principal executive office) (Zip Code)
(413) 747-1400
(Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $2.00 Par Value
Preferred stock, $5.00 Par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past ninety days.
Yes X No
Based on the closing sales price on March 1, 1996 the aggregate
market value of the voting stock held by nonaffiliates of the
registrant was $26,382,103.
The number of shares outstanding of the registrants common
stock, $2.00 par value was 3,247,028 on March 1, 1996.
Portions of the Annual Report to Stockholders for the year
ended December 31, 1995 are incorporated by reference into Parts I
and II.
Portions of the Proxy Statement issued by the Corporation in
connection with the Annual Meeting to be held on April 17, 1996 are
incorporated by reference into Part III.
WESTBANK CORPORATION
INDEX TO FORM 10-K
PART I
Item 1 Business I - 1
Item 2 Properties I - 2
Item 3 Legal Proceedings I - 2
Item 4 Submission of Matters to a vote of Security Holders I - 2
PART II
Item 5 Market for the Corporation's Common Stock and
Related Stockholder Matters II - 1
Item 6 Selected Financial Data II - 1
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations II - 1
Item 8 Financial Statements and Supplementary Data II - 1
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure II - 1
PART III
Item 10 Directors and Executive Officers of the Registrant III - 1
Item 11 Executive Compensation III - 1
Item 12 Security Ownership of Certain Beneficial Owners and
Management III - 1
Item 13 Certain Relationships and Related Transactions III - 1
PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports
on Form 8-K IV - 1
Signatures IV - 2
Exhibit Index IV - 3
WESTBANK CORPORATION, WEST SPRINGFIELD, MASSACHUSETTS
PART I
ITEM 1 - BUSINESS
Reference is made to Page 4 of the Corporation's Annual Report
to Stockholders for the year ended December 31, 1995, wherein this
subject is covered.
STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES
The following statistical tables and accompanying text provide
required financial data about the Corporation and should be read in
conjunction with the Consolidated financial statements and related
notes, appearing in the 1995 Annual Report to Stockholders and is
incorporated herein by reference thereto:
Page of
Annual Report
I. Distribution of Assets, Liabilities and Stockholders' Equity:
Interest Rates and Interest Differential 9
Rate/Volume Analysis of Interest Margin on Earning Assets 10
II. Investment Portfolio 11, 26-28 and 33
III. Loan Portfolio 12, 28, 29 and 33
a. Types of Loans 12
b. Maturities and Sensitivities to Changes in Interest Rates 8 and 12
c. Risk Elements 14 and 15
IV. Summary of Loan Loss Experience 13 and 14
V. Deposits 15, 29, 30 and 33
VI. Return on Equity and Assets 16
VII. Short Term Borrowing 16, 30 and 33
I - 1
ITEM 2 - PROPERTIES
The Corporation's principal banking subsidiary, Park West Bank
and Trust Company ("Park West") operates ten banking offices located
as follows:
LOCATION OWNED LEASED TOTAL
Agawam (Feeding Hills) 1 1
Chicopee 1 1
Chicopee - Supermarket 1 1
East Longmeadow 1 1
Holyoke 1 1
West Springfield 2 1 3
Westfield 1 1
Westfield Supermarket 1 1
TOTAL 5 5 10
All general banking offices except the one in Holyoke have
drive-in facilities. Twenty-four hour automated teller machines are
located in the three West Springfield branches, one each in Agawam,
Chicopee, East Longmeadow, Westfield and the Banks two supermarket
branches.
Title to the properties described as owned in the foregoing
table is held by the Bank with warranty deed with no material
encumbrances. Park West owns, with no material encumbrances, land
adjacent to the main office which is available for parking, and also
through a subsidiary, owns one other property consisting of land,
also used as a parking lot adjacent to the main office. The Bank
also owns the property on which its former Operations Center was
located and is presently leased. In addition, the Bank holds other
real estate as a result of foreclosure proceedings.
All of the property described as leased in the foregoing table
is leased directly from independent parties. Management considers
the terms and conditions of each of the existing leases to be in the
aggregate favorable to the Bank.
ITEM 3 - LEGAL PROCEEDINGS
Certain litigation is pending against the Corporation and the
Bank. Management, after consultation with legal counsel, does not
anticipate that any liability arising out of such litigation will
have a material effect on the Corporation's Financial Statements.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
I - 2
PART II
ITEM 5 - MARKET FOR CORPORATION'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
Reference is made to the inside back cover of the Corporation's
Annual Report to Stockholders for the year ended December 31, 1995,
wherein this subject is covered.
ITEM 6 - SELECTED FINANCIAL DATA
Reference is made to page 5 of the Corporation's Annual Report
to Stockholders for the year ended December 31, 1995, wherein this
subject is covered.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Reference is made to pages 6 through 18 of the Corporation's
Annual Report to Stockholders for the year ended December 31, 1995,
wherein this subject is covered.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to pages 20 through 35 of the Corporation's
Annual Report to Stockholders for the year ended December 31, 1995,
wherein this subject is covered.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
NONE
II - 1
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Reference is made to pages 3 through 6, of the Corporation's
Proxy Statement to Stockholders for the 1996 Annual Meeting
scheduled for April 17, 1996, wherein this subject is covered.
ITEM 11 - EXECUTIVE COMPENSATION
References is made to pages 8 through 11, of the Corporation's
Proxy Statement to Stockholders for the 1996 Annual Meeting
scheduled for April 17, 1996, wherein this subject is covered.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Reference is made to pages 6 and 7, of the Corporation's Proxy
Statement to Stockholders for the 1996 Annual Meeting scheduled for
April 17, 1996, wherein this subject is covered.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reference is made to pages 6 through 12, of the Corporation's
Proxy Statement to Stockholders for the 1996 Annual Meeting
scheduled for April 17, 1996, wherein this subject is covered under
the caption "Beneficial Ownership of Stock and Executive
Compensation - Miscellaneous".
III - 1
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are filed as a part of this report:
1. Financial Statements
The following financial statements are incorporated in this
Annual Report on Form 10-K by reference to the Corporation's Annual
Report to Stockholders for the year ended December 31, 1995:
WESTBANK CORPORATION
Page of
Annual
Report
Independent Auditors' Reports 19
Consolidated Balance Sheets at December 31, 1995 and 1994 20
Consolidated Statements of Income for the years ended
December 31, 1995, 1994 and 1993 21
Consolidated Statement of Stockholders' Equity from January 1, 1993,
to December 31, 1995 22
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993 23
Notes to Consolidated Financial Statements 24 - 35
A current report on Form 8-K Reporting other Events was filed by the
Registrant on:
NONE
2. Financial Statement Schedules
Financial Statement Schedules are omitted because they are
inapplicable or not required.
3. Exhibits
See accompanying Exhibit Index.
IV - 1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
WESTBANK CORPORATION
By:
Donald R. Chase, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
Donald R. Chase President and Chief
Executive Officer and Director March 20, 1996
Alfred C. Whitaker Chairman of the Board
and Director March 20, 1996
John M. Lilly Treasurer and Chief Financial
Officer March 20, 1996
Roland O. Archambault Director March 20, 1996
Mark A. Beauregard Director March 20, 1996
David R. Chamberland Director March 20, 1996
John E. Fitzgerald Director March 20, 1996
Leroy F. Jarrett Vice Chairman of the Board
and Director March 20, 1996
Ernest N. Laflamme, Jr. Director March 20, 1996
Russell Mawdsley Director March 20, 1996
Paul J. McKenna Director March 20, 1996
Robert J. Perlak Corporate Clerk and Director March 20, 1996
James E. Tremble Director March 20, 1996
IV - 2
EXHIBIT INDEX
Page No.
3. Articles of Organization, as amended **
(a) Articles of Organization, as amended *
(b) By-Laws, as amended *
10.1 Employment Contract dated October 1, 1986, between
William A. Franks, Jr. and Westbank Corporation ***
10.12 Termination Agreement dated February 20, 1987, between
Donald R. Chase and Park West Bank and Trust Company ***
10.14 Termination Agreement dated February 20, 1987, between
Stanley F. Osowski and CCB, Inc. ***
10.15 1985 Incentive Stock Option Plan for Key Employees *
13. 1995 Annual Report to Stockholders ARS (IFC 1-36 IBC)
21. Subsidiaries of Registrant TO BE INCLUDED
27. Financial Data Schedule TO BE INCLUDED
* Incorporated by reference to identically numbered exhibits
contained in Registrant's Annual Report on Form 10-K for the
year ended December 31, 1988
** Incorporated by reference to identically numbered exhibits
contained in Registrant's Annual Report on Form 10-K for the
year ended December 31, 1987
*** Incorporated by reference to identically numbered exhibits
contained in Registrant's Annual Report on Form 10-K for the
year ended December 31, 1986
IV - 3