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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, 1997
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 ID #)
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 2, 1998 the aggregate
market value of the voting stock held by nonaffiliates of the
registrant was $49,180,963.
The number of shares outstanding of the registrants common
stock, $2.00 par value was 3,747,121 on March 2, 1998.
Portions of the Annual Report to Stockholders for the year
ended December 31, 1997 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 15, 1998 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
PART III
Item 8 Financial Statements and Supplementary Data III - 1
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure III - 1
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, 1997, 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 1997 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 10
Rate/Volume Analysis of Interest Margin on Earning Assets 11
II. Investment Portfolio 12, 27, 28 and 37
III. Loan Portfolio 13, 28, 29 and 38
a. Types of Loans 13
b. Maturities and Sensitivities to Changes
in Interest Rates 8, 9 and 13
c. Risk Elements 14, 15 and 16
IV. Summary of Loan Loss Experience 14 and 15
V. Deposits 16, 17, 30, 37 and 38
VI. Return on Equity and Assets 17
VII. Short Term Borrowing 17, 31, 37 and 38
I - 1
ITEM 2 - PROPERTIES
The Corporation's principal banking subsidiary, Park West Bank
and Trust Company ("Park West") operates eleven 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
East Longmeadow - Supermarket 1 1
Holyoke 1 1
West Springfield 2 1 3
Westfield 1 1
Westfield Supermarket 1 1
TOTAL 5 6 11
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 three 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. Park West
also owns, with no material encumbrance, property in Ludlow on which
a general banking office is planned and currently under construction
with an opening projected for late April 1998. The Corporation 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, 1997,
wherein this subject is covered.
Information Concerning Forward-Looking Statements.
Westbank has made and may make in the future forward looking
statements concerning future performance, including but not limited
to future earnings, and events or conditions which may affect such
future performance. These forward looking statements are based upon
management's expectations and belief concerning possible future
developments and the potential effect of such future developments on
Westbank. There is no assurance that such future developments will
be in accordance with management's expectations and belief or that
the effect of any future developments on Westbank will be those
anticipated by Westbank management.
All assumptions that form the basis of any forward looking
statements regarding future performance, as well as events or
conditions which may affect such future performance, are based on
factors that are beyond Westbank's ability to control or predict
with precision, including future market conditions and the behavior
of other market participants. Among the factors that could cause
actual results to differ materially from such forward looking
statements are the following:
1. The status of the economy in general, as well as in
Westbank's prime market area, Western Massachusetts;
2. The recovery of the real estate market in Western
Massachusetts;
3. Competition in Westbank's prime market area from other
banks, especially in light of continued consolidation in
the New England banking industry.
4. Any changes in federal and state bank regulatory
requirements;
5. Changes in interest rates; and
6. The cost and other effects of unanticipated legal and
administrative cases and proceedings, settlements and
investigations.
While Westbank periodically reassesses material trends and
uncertainties affecting the Corporation's performance in connection
with is preparation of management's discussion and analysis of
results of operations and financial condition contained in its
quarterly and annual reports, Westbank does not intend to review or
revise any particular forward looking statement in light of future
events.
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, 1997, 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 19 of the Corporation's
Annual Report to Stockholders for the year ended December 31, 1997,
wherein this subject is covered.
II - 1
PART III
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to pages 20 through 40 of the Corporation's
Annual Report to Stockholders for the year ended December 31, 1997,
wherein this subject is covered.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
NONE
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 1998 Annual Meeting
scheduled for April 15, 1998, wherein this subject is covered.
ITEM 11 - EXECUTIVE COMPENSATION
References is made to pages 8 through 12, of the Corporation's
Proxy Statement to Stockholders for the 1998 Annual Meeting
scheduled for April 15, 1998, 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 1998 Annual Meeting scheduled for
April 15, 1998, wherein this subject is covered.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reference is made to pages 6 through 15, of the Corporation's
Proxy Statement to Stockholders for the 1998 Annual Meeting
scheduled for April 15, 1998, 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, 1997:
WESTBANK CORPORATION
Page of
Annual
Report
Independent Auditors' Reports 40
Consolidated Balance Sheets at December 31, 1997 and 1996 20
Consolidated Statements of Income for the years ended
December 31, 1997, 1996 and 1995 21
Consolidated Statement of Stockholders' Equity from January 1, 1995,
to December 31, 1997 22
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1996 and 1995 23
Notes to Consolidated Financial Statements 24 - 39
Current reports on Form 8-K Reporting other Events were filed by the
Registrant on:
November 21, 1998
November 19, 1998
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: /s/ Donald R. Chase
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
President and Chief
/s/ Donald R. Chase Executive Officer and Director March 18, 1998
Donald R. Chase
Chairman of the Board
/s/ Alfred C. Whitaker and Director March 18, 1998
Alfred C. Whitaker
Treasurer and Chief Financial
/s/ John M. Lilly Officer March 18, 1998
John M. Lilly
/s/ Roland O. Archambault Director March 18, 1998
Roland O. Archambault
/s/ Mark A. Beauregard Director March 18, 1998
Mark A. Beauregard
/s/ David R. Chamberland Director March 18, 1998
David R. Chamberland
/s/ Leroy F. Jarrett Director March 18, 1998
Leroy F. Jarrett
Vice Chairman of the Board
/s/ Ernest N. Laflamme, Jr. and Director March 18, 1998
Ernest N. Laflamme, Jr.
/s/ Paul J. McKenna Director March 18, 1998
Paul J. McKenna
/s/ Robert J. Perlak Corporate Clerk and Director March 18, 1998
Robert J. Perlak
/s/ George R. Sullivan Director March 18, 1998
George R. Sullivan
/s/ James E. Tremble Director March 18, 1998
James E. Tremble
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 *
10.16 1995 Directors Stock Option Plan ****
10.17 1996 Stock Incentive Plan *****
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
**** Incorporated by reference to identically numbered exhibits
contained in Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995
***** Incorporated by reference to identically numbered exhibits
contained in Registrant's 1996 Proxy Statement
IV - 3