W E S T B A N K
C O R P O R A T I O N
Notice of
Annual Meeting
of Shareholders
April 20, 1994
and
Proxy Statement
________________________________________________________________________
Your Vote Is Important
You are urged to exercise your right to vote by indicating your
choices on the proxy card. Please date, sign and promptly return
your proxy card in the enclosed postage-paid envelope. You may,
nevertheless, vote in person if you attend the meeting.
________________________________________________________________________
_
WESTBANK CORPORATION
225 Park Avenue
West Springfield, Massachusetts 01089-3310
NOTICE OF 1994 ANNUAL MEETING OF SHAREHOLDERS
To be held Wednesday, April 20, 1994
March 18, 1994
To the Shareholders of Westbank Corporation:
Notice is hereby given that the 1994 Annual Meeting of
Shareholders of Westbank Corporation (the "Corporation") will be
held at 9:00 A.M., on Wednesday, April 20, 1994 at the Carriage
House at Storrowton Tavern, 1305 Memorial Avenue, West
Springfield, Massachusetts, 01089, for the following purposes,
all as set forth in the Proxy Statement accompanying this notice:
1. To fix the number of Directors of the Corporation at
thirteen.
2. Election of the individuals listed as nominees in the
Proxy Statement accompanying this notice of meeting.
3. To approve an amendment to the 1985 Incentive Stock
Option Plan for Key Employees to increase the number of
shares of Common Stock reserved for issuance thereunder by
200,000 shares.
4. To appoint the firm of Deloitte & Touche as the
Corporation's independent public accountants for the fiscal year
ending December 31, 1994.
5. To act upon such other matters as may properly be
brought before the meeting or any adjournment thereof.
The record date and hour for determining shareholders
entitled to notice of, and to vote at, the meeting has been
fixed at 5:00 P.M., March 4, 1994.
By order of the Board of Directors
Robert J. Perlak
Clerk
West Springfield, Massachusetts
March 18, 1994
PLEASE SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN
THE ENVELOPE ENCLOSED FOR THAT PURPOSE. YOU MAY NEVERTHELESS
VOTE IN PERSON IF YOU DO ATTEND THE MEETING.
PROXY STATEMENT
Approximate date of mailing
March 18, 1994
WESTBANK CORPORATION
225 Park Avenue
West Springfield, Massachusetts 01089-3310
(413) 747-1400
NOTICE OF 1994 ANNUAL MEETING OF SHAREHOLDERS
To be held April 20, 1994
INTRODUCTION
This Proxy Statement is furnished to shareholders in connection
with the solicitation of proxies on behalf of the Board of
Directors of Westbank Corporation (the "Corporation") to be used
at the 1994 Annual Meeting of Shareholders of the Corporation to
be held at the Carriage House at Storrowton Tavern, 1305
Memorial Avenue, West Springfield, Massachusetts 01089 on Wednesday,
April 20, 1994 at 9:00 A.M. and at any adjournments thereof.
The close of business on March 4, 1994, has been fixed as the
record date for determination of shareholders of the Corporation
entitled to notice of and to vote at the 1994 Annual Meeting of
Shareholders. The only class of issued and outstanding voting
securities of the Corporation is the $2.00 par value Common
Stock (the "Common Stock"). As of the record date the number of
shares of Common Stock outstanding and entitled to vote at the 1994
Annual Meeting of Shareholders is 3,125,506. Each share of
Common Stock is entitled to one vote.
The affirmative vote of a majority of the shares of Common Stock
of the Corporation represented at the 1994 Annual Meeting is
required to fix a number of Directors, to approve the Amendment
to the 1985 Incentive Stock Option Plan for Key Employees, and
to appoint the auditor of the Corporation. The affirmative vote of
the plurality of the votes cast by shareholders is required to
elect directors.
Execution of the enclosed proxy will not affect the
shareholder's right to attend the meeting and vote in person as a
shareholder giving a proxy has the power to revoke it any time
before it is exercised by delivering notice of revocation, or a duly
executed proxy bearing a later date, to the Treasurer of the
Corporation.
ELECTION OF DIRECTORS
The By-Laws of the Corporation provide in substance that the
Board of Directors shall be divided into three classes as nearly
equal in number as possible, and that the term of office of one
class shall expire and a successor class shall be elected at
each annual meeting of shareholders. The By-Laws of the Corporation
also provide that the shareholders fix the exact number of
Directors at the annual meeting of shareholders. The
Corporation's Board of Directors presently consists of thirteen
members.
It is proposed by the Board of Directors that at the 1994 Annual
Meeting the number of Directors who shall constitute the full
Board of Directors until the next annual meeting shall be fixed
at thirteen and that in accordance with the By-Laws of the
Corporation four nominees be elected to serve a three-year term
until the 1997 Annual Meeting of Shareholders and for such
further time as may be required for the election and
qualification of their successors. Unless returned proxies
properly indicate that authority to vote for any of the nominees
named herein is withheld, all proxies received by the Corporation
in time for the 1994 Annual Meeting of Shareholders will be voted
to fix the number of Directors at thirteen and, in the event the
number of Directors is so fixed, in favor of the election of the
nominees listed below. In the event any of the nominees named
herein becomes unable or unwilling to accept nomination for
election, the persons identified as proxies in the accompanying
form of proxy and authorized to vote in the election will vote
the shares represented by executed proxies in favor of the
nomination and election of such substitute nominees as the
Board of Directors of the Corporation may select.
The following tables name the individuals nominated for
Director, and those Directors of the Corporation who will continue to
serve after the meeting, and indicate their age, the period of time
they have served as Director of the Corporation or its
predecessor, their position with the Corporation, and their
principal occupation or employment. No nominee or Director
holds a directorship in any company, other than the Corporation,
with a class of securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934 or subject to the
requirements of Section 15(d) of such Act or any company
registered as an investment company under the Investment Company
Act of 1940.
The following individuals are nominees for election as a
Director of the Corporation at this 1994 Annual Meeting to serve
for a three-year term until the 1997 Annual Meeting of
Shareholders:
Has Served
Nominee and On Board of
Current Occupation Directors of the
or Employment; Corporation or Corporate
Business Experience Its Predecessor Offices
During Past 5 Years Age Since Held
Leroy F. Jarrett 66 1961 Director,
President and Treasurer, Vice Chairman
New England Church Interiors of the Board,
and Clerk
Ernest N. Laflamme, Jr. 62 1987 Director
Treasurer, City of Chicopee;
President, Laflamme Oil
Robert F. Lloyd 48 1989 Director
President, Lloyd Construction, Ltd.
Alfred C. Whitaker 67 1961 Director,
Sales Consultant, Burke-Whitaker Chairman of the
Pontiac Cadillac Board, and
Assistant Clerk
The following Directors will continue to serve after the meeting:
Has Served
Nominee and On Board of
Current Occupation Directors of the
or Employment; Corporation or Corporate Term
Business Experience Its Predecessor Offices Expires
During Past 5 Years Age Since Held In
Roland O. Archambault 61 1989 Director 1995
Owner - Park Supply Co.
Mark A. Beauregard 42 1986 Director 1996
Attorney - Resnic, Beauregard, Waite
and Driscoll
David R. Chamberland 55 1989 Director 1996
President, Chicopee Building Supply, Inc.
Donald R. Chase 47 1990 Director, 1995
President and Chief Executive Officer, President and
Westbank Corporation; President and Chief Executive
Chief Executive Officer, Park West Officer
Bank and Trust Company (1988-present)
John E. Fitzgerald 69 1961 Director 1995
Private Investor
Russell Mawdsley 69 1975 Director 1995
President and Treasurer, Russell-Hall,
Inc.
Paul J. McKenna 67 1961 Director 1995
Orthodontist
Robert J. Perlak 58 1987 Director, 1996
Retired - Formerly Assistant Chief Clerk
Probation Officer of Hampden County
James E. Tremble 55 1986 Director 1996
President
Valley Cinema, Inc.
The total number of special and regular meetings of the Board of
Directors of the Corporation during the fiscal year ended
December 31, 1993 was 5. Each Director attended at least 75% of
all Board of Directors meetings held in 1993 during the period
for which he was a Director. In addition to serving as Directors
of the Corporation, board members also serve as the Board of
Directors of the Corporation's wholly owned subsidiary, Park West
Bank and Trust Company ("Park West"). During 1993, the Board of
Directors of Park West met 24 times. All Directors attended at
least 75% of all board meetings of Park West.
Committees
The Board of Directors each year appoints Directors to serve on
standing committees of the Board of Directors, including the
Executive Committee, the Compensation Committee, the Nominating
Committee and the Audit Committee. The members of the Executive
Committee, the Compensation Committee, the Nominating Committee
and the Audit Committee of the Corporation also make up these
same committees for Park West.
Executive Committee
The members of the Executive Committee in 1993 were Messrs.
Mawdsley, Chase, Fitzgerald, Jarrett, Whitaker and Laflamme. The
Executive Committee of Park West met 13 times during 1993.
Compensation Committee
The members of the Compensation Committee in 1993 were Messrs.
Mawdsley, Fitzgerald, Jarrett, Whitaker and Laflamme. The
Compensation Committee met 6 times in 1993.
Nominating Committee
The members of the Nominating Committee in 1993 were Messrs.
Chase, Fitzgerald, Laflamme, Lloyd and Whitaker. The Committee
nominates and appoints Directors for the annual meeting, reports
to the Board of Directors on or before December 31 of each year
its nominations and submits its nominees for Directors for
publication in the Notice of Meeting of Shareholders and Proxy
Statement. The Committee met one time during 1993. The
Nominating Committee will consider nominees recommended by the
Corporation's shareholders prior to December 1 of each year.
Audit Committee
The members of the Audit Committee in 1993 were Messrs. Perlak,
Archambault, Jarrett, Mawdsley and McKenna. The Committee makes
recommendations concerning the selection of an independent
auditor for the Corporation, and reviews the reports of the
independent auditor and subsidiary audit committees. The Audit
Committee of Park West met 8 times during 1993.
Executive Officers
In addition to the Executive Officer of the Corporation who is a
Director and is listed in the tables above, Gary L. Briggs, age
43, is Executive Vice President - Lending of Park West, having
served as such since 1988 and during the four years prior to that
time as Senior Vice President and Vice President of Park West;
John M. Lilly, age 45, is Treasurer and Chief Financial Officer
of the Corporation, having served as such since 1991, and is also
Executive Vice President - Finance and Treasurer of Park West,
having served as such since 1988 and during the four years prior
to that time as Senior Vice President and Treasurer and as Vice
President and Comptroller of Park West; Deanna M. Hoarle, age 54,
is Senior Vice President of Park West, having served as such
since 1986 and as Vice President and Operations Officer of Park
West during the four years prior to that time; and Robert A.
Gibowicz, age 50, is Senior Trust Officer of Park West, having
served as such since 1986 and as Trust Officer for three years
prior to that. Each Executive Officer serves for a one-year term
and until his or her successor is elected and qualified.
BENEFICIAL OWNERSHIP OF STOCK
The following table sets forth certain information as of the
record date with respect to all individuals known to the
Corporation to be the beneficial owner of more than 5% of the
outstanding Common Stock of the Corporation:
Number of Percent of
Name and Address Shares Beneficially Outstanding
of Owner Owned(2) Shares
Andrew J. Lane
1500 Worcester Road 265,362 8.5%
Framingham, MA 01701
On March 24, 1989, Andrew J. Lane, A. J. Lane & Co., Inc. and
Lane Homes, Inc. filed petitions with the United States
Bankruptcy Court, District of Massachusetts, for reorganization
under Chapter 11 of the United States Bankruptcy Code. As of the
record date, the petitions are pending before the United States
Bankruptcy Court. It is anticipated that any plan confirmed by
the Bankruptcy Court will result in, at best, a minimal dividend
to creditors.
As of the date of the bankruptcy petition, Park West had
aggregate loans outstanding to A. J. Lane & Co., of $1,300,000
with interest at the Park West Prime Rate. Such loans were
guaranteed by Andrew J. Lane, and all remain outstanding. In
addition, on such date, Park West had a loan outstanding to
Andrew J. Lane, d/b/a Lane Construction, of $1,300,000 with
interest at the Park West Prime Rate, and a personal loan to
Andrew J. Lane in the amount of $176,611 with interest at the
Park West Prime Rate. The loan to Andrew J. Lane, d/b/a Lane
Construction, was charged off by Park West in 1989, and the loans
to A. J. Lane & Co., Inc. were charged off by Park West in 1990.
The personal loan to Andrew J. Lane was paid in full in 1989.
In addition, as of the date of the bankruptcy petition, Chicopee
Co-operative Bank, which was later merged into Park West, had a
loan outstanding to Lane Homes, Inc. of $56,865. Such loan was
guaranteed by Andrew J. Lane. In 1990, the collateral supporting
this loan was deeded to Park West in lieu of foreclosure.
With the exception of the $176,611 loan, all such loans are real
estate development loans.
The following table and related notes set forth information as of
the record date regarding the Corporation's Common Stock
beneficially owned by each Director and nominee and by Directors,
nominees and Officers of the Corporation and Park West:
Number of Percent of
Name of Individual Shares Beneficially Outstanding
or Persons in Group Owned(1)(2) Shares
Roland O. Archambault 12,598 .4%
Mark A. Beauregard 4,411 .1
David R. Chamberland 4,975 .2
Donald R. Chase 59,452(4) 1.9
John E. Fitzgerald 90,531 2.9
Leroy F. Jarrett 74,431(3) 2.4
Ernest N. Laflamme, Jr. 24,775(3) .8
Robert F. Lloyd 14,675(3) .5
Russell Mawdsley 34,333 1.1
Paul J. McKenna 61,350 2.0
Robert J. Perlak 39,809 1.3
James E. Tremble 1,662 .1
Alfred C. Whitaker 28,000(3) .8
All Directors, nominees and 536,647 17.17
Executive Officers as a group
(17 persons, including those
named above)(4)(5)
(1) Based upon information provided to the Corporation by the
indicated persons.
(2) Under regulations of the Securities and Exchange Commission,
a person is treated as the beneficial owner of a security if the
person directly or indirectly (through contract, arrangement,
understanding, relationship or otherwise) has or shares (a)
voting power, including the power to vote or to direct the
voting, of such security, or (b) investment power with respect to
such security, including the power to dispose or direct the
disposition of such security. A person is also deemed to have
beneficial ownership of any security that such person has the
right to acquire within 60 days.
(3) Indicates a nominee for election as a Director of the
Corporation at the 1994 Annual Meeting of Shareholders.
(4) The information in the table includes all shares under stock
options which were exercisable on the record date or 60 days
thereafter. As of that date, Mr. Chase owned exercisable options
to purchase 43,058 shares, and all Directors and Executive
Officers as a group owned exercisable options to purchase 89,449
shares.
(5) For the purposes of the above table, the term "Executive
Officer" means any individual elected as an Executive Officer of
the Corporation or Park West or by their respective Boards of
Directors.
EXECUTIVE MANAGEMENT COMPENSATION
Compensation decisions for executive officers of the Corporation
are made by the Compensation Committee, and approved by the full
Board of Directors. Mr. Chase, who is a member of the Board of
Directors as well as an executive officer of the Corporation,
neither participated in nor voted upon his compensation package.
Report of the Compensation Committee on Executive Management
Compensation
Set forth below is the report of the Compensation Committee of
the Corporation regarding executive management compensation, as
required by applicable rules of the Securities and Exchange
Commission.
In general, total compensation for executive officers of the
Corporation consists of salary, as determined annually by the
Compensation Committee, stock options, and certain other
miscellaneous benefits, including, in certain instances, cash
bonuses. Decisions by the Compensation Committee relating to the
compensation of the Corporation's executive officers are approved
by the full Board of Directors, except as otherwise set forth
herein. In determining the proper amount of compensation for
each executive officer, the Compensation Committee considers
various factors, including, inter alia:
- the performance of the Corporation;
- the individual's performance as an executive officer of
the Corporation;
- the amount of compensation paid to similarly situated
executive officers in similar sized corporations; and
- length of service with the Corporation.
During 1993, the only executive officer of the Corporation who
was paid in excess of $100,000.00 in cash compensation was the
Chief Executive Officer, Donald R. Chase. Mr. Chase's cash
compensation was increased in 1993 by $6,300.00, representing a
cash bonus equal to five percent (5%) of his base salary. Mr.
Chase's base salary, however, remained unchanged. The cash bonus
was recommended by the Compensation Committee following its
evaluation of Mr. Chase's performance as CEO, and the overall
improved corporate performance for 1993. In addition, as a
result of its review of Mr. Chase's performance as CEO and the
performance of the Corporation in 1993, the Compensation
Committee recommended, and the Board of Directors approved, an
additional bonus to Mr. Chase consisting of $5,040.00 worth of
Common Stock. Finally, in recognition of Mr. Chase's service
to the Corporation, and the Corporation's 1993 performance, the
Compensation Committee also recommended, and the Board of
Directors granted, 12,500 stock options (at $2.50 per share) and
10,302 stock options (at $3.50 per share) to Mr. Chase pursuant
to the terms of the 1985 Incentive Stock Option Plan for Key
Employees, as amended. During 1993, a total of 52,400 stock
options (at $2.50 per share) and 20,302 stock options (at $3.50
per share) were granted to participants in the 1985 Incentive
Stock Option Plan for Key Employees, as amended. The
Compensation Committee believes that Mr. Chase's 1993
compensation is reasonable given the Corporation's 1993
performance, and in light of compensation paid Chief Executive
Officers of similarly sized banking institutions.
Respectfully submitted by:
Russell Mawdsley John E. Fitzgerald Ernest N. Laflamme, Jr.
Chairman Leroy F. Jarrett Alfred C. Whitaker
The Compensation Committee
Compensation Information
The following table sets forth the cash compensation paid to, as
well as long-term compensation paid for each of the last three
fiscal years, to all executive officers of the Corporation who
received over $100,000.00 in cash compensation during 1993:
SUMMARY COMPENSATION TABLE
Annual Compensation
Other
Annual
Other Compensation
Name and Principle Position Year Salary ($) Bonus ($) ($)
CEO Donald R. Chase(1)
1993 $126,400.00 $6,300.00 N/A
1992 $128,422.71(5) N/A N/A
1991 $126,400.00 N/A N/A
Long Term Compensation
Awards Payouts
Restricted All Other
Stock Options/ LTIP Compen-
Year Award(s)($) SARs (#) Payouts sation ($)
1993 N/A 22,802(2) N/A $17,879.00(3)
1992 N/A 20,256(4) N/A $12,958.00
1991 N/A N/A $12,638.00
(1) Donald R. Chase was the only executive officer of the
Corporation who was paid in excess of $100,000 in 1993.
(2) 12,500 options were granted in 1993 at an option price of
$2.50 per share, 10,302 options were granted in 1993 at an option
price of $3.50 per share.
(3) Mr. Chase's other compensation consists of the following--a
$12,839.00 contribution to the Money Purchase Pension Plan,
described below, and an award of stock of the Corporation valued
at $5,040.00.
(4) 13,256 options granted in 1992 constituted pre-existing
options repriced as new grants of options.
(5) Compensation for Mr. Chase during 1992 was based on 53 weeks.
1985 Incentive Stock Option Plan for Key Employees
In February, 1985, the Board of Directors of the Corporation
unanimously adopted the 1985 Incentive Stock Option Plan for Key
Employees (the "1985 Stock Plan"), which was approved by the
shareholders at the Annual Meeting in April, 1985.
The 1985 Stock Plan is administered by the Board of Directors.
The Board of Directors is authorized to grant stock options to
the professional and supervisory employees of the Corporation and
its subsidiaries at any time until February 19, 1995. Twenty-six
persons are eligible to participate in the 1985 Stock Plan.
All options are granted at 100% of the fair market value of the
Common Stock of the Corporation on the date of the grant. Each
stock option terminates not more than 10 years after the date of
the grant. Options are exercisable in such installments as may
be determined by the Board of Directors. Payment of stock
purchased on the exercise of a stock option must be made in full
at the time the stock option is exercised. Options may not be
assigned or transferred other than by will or the laws of descent
or distribution.
For options granted prior to January 1, 1987, no option could be
granted to any employee in any calendar year to the extent that
the aggregate fair market value of shares subject to options
granted in such year exceeded $100,000 plus any unused limit
carryover. For options granted in 1987 and later years, the
aggregate fair market value, determined at the date of grant, of
shares with respect to which any such options are exercisable for
the first time by an individual during any calendar year, when
aggregated with the fair market value of shares subject to other
incentive stock options then outstanding exercisable for the
first time in such calendar year, may not exceed $100,000.
The Board of Directors may amend or terminate the 1985 Stock Plan
from time to time in any manner, provided, however, that no such
action, without approval of the shareholders, may increase the
number of shares issuable under the 1985 Stock Plan. On February
16, 1994, the Board of Directors voted to increase the number of
shares issuable under the 1985 Stock Plan by 200,000, which
increase, if approved by the shareholders, will result in 340,617
shares issuable under the 1985 Stock Plan.
A total of 5,700 options were exercised in 1993. No options
expired or were otherwise terminated during 1993.
The charts below disclose information regarding options granted
pursuant to the 1985 Stock Plan as the same apply to Mr. Chase.
OPTIONS/STOCK APPRECIATION RIGHTS (SAR) GRANTS IN LAST FISCAL YEAR
Individual Grants
Percent of
Total
Options/
SARs
Granted to
Options/ Employees Exercise or
SARs In Fiscal Base Price Expiration
Name Granted # Year ($/Sh) Date
Donald R Chase 12,500 24%(1) $2.50 5/31/2003
CEO 10,302 51% $3.50 6/29/2003
Potential realized value
at assumed annual rates
of stock price appreciation
for option term
5% ($) 10% ($)
12,500 $ 19,647 $ 49,295
10,302 $ 22,668 $ 57,461
(1) The calculation of percent of total options is calculated in
relation to, in each instance, the number of options granted of
each share price in the last fiscal year. Specifically, the
Corporation granted 52,400 options at $2.50 per share and 20,302
options at $3.50 per share. In the aggregate, therefore, the
Corporation granted 72,702 options in 1993, of which Mr. Chase
was granted 22,802 options, or 31% of all options granted by the
Corporation in 1993.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Value of
Number of Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
Shares Value at FY-End (#) at FY-End ($)
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
Donald R. Chase 0 N/A 43,058/0 $107,817
CEO
TEN-YEAR OPTION/SAR REPRICINGS
Donald R. Chase
CEO Length of
Number of Market Price Exercise Original
Options/ of Stock at Price at Time Option Term
SARs Time of of Repricing Remaining at
Repriced or Repricing or or New Date of
Amended Amendment Amendment Exercise Repricing or
Date (#) ($) ($) Price ($) Amendment
N/A NONE N/A N/A N/A N/A
Long Term Incentive Plans and Retirement Plans
The Corporation does not maintain any "Long Term Incentive Plans"
for its Executive Officers.
The Corporation has no pension, profit-sharing or similar plans
for its Executive Officers or employees. As set forth below,
however, the Executive Officers and employees are eligible to
participate in the Park West Money Purchase Pension Plan.
PARK WEST. Park West maintains a Money Purchase Pension Plan
(the "Plan") available to employees of the Corporation and Park
West. Full-time employees become eligible to participate in the
Plan when they have both (i) reached the age of 20-1/2 and (ii)
completed six months of service (as defined in the Plan).
Contributions to the Plan may be made by both Park West and a
participant. Park West's contributions will be made to the Plan
whether or not a participant chooses to contribute. The annual
contribution by Park West to each participant's account for 1992
equals 7% of a participant's annual compensation plus 5.7% of a
participant's annual compensation in excess of the participant's
Social Security Taxable Wage Base. During 1993, Park West
contributed $ 12,839 for the account of Donald R. Chase. The
contribution to Mr. Chase's account is included in the "All Other
Compensation" column of the Summary Compensation Table above.
During 1993, Park West contributed in the aggregate $ 36,689
for the accounts of all Executive Officers of Park West, to the
Money Purchase Pension Plan.
Director Compensation
During 1993, Directors of the Corporation who are not salaried
employees received directors' fees of $10,000.00. The Chairman
of the Board of Directors received annual remuneration of
$15,000.00, while the Clerk of the Corporation received an annual
fee of $12,500.00. Directors who are also salaried employees
receive no additional compensation for their services as
Directors of the Corporation.
Employment and Termination Agreements
Donald R. Chase has entered into a Termination Agreement with
Park West regarding termination of employment subsequent to a
"change in control" of Park West, as defined in the Termination
Agreement. Following the occurrence of a change in control, if
Mr. Chase's employment is terminated (except because of
retirement, death, disability, or for "cause" as defined in the
Termination Agreement) or is voluntarily terminated by Mr. Chase
for "good reason" as defined in the Termination Agreement, then
Mr. Chase shall be entitled to a lump sum payment approximately
equal to three times his average annual compensation for the
previous five years.
Performance Comparison Table
Set forth below is a data table illustrating the return that
would have been realized (assuming reinvestment of dividends) by
an investor who invested $100 on December 31, 1988 in each of the
following:
(a) The Standard & Poor's 500 Index
(b) A hypothetical fund with investments in the stock of peer
corporations (the "Peer Group")
(c) The Corporation
The Peer Group consist of all public banks and bank holding
companies which operate banks in Park West Bank West's market
area. The members of the Peer Group are:
Baybanks, Inc. Fleet Financial Group
Bank of Boston Corporation Shawmut National Corpoaration
West Mass Bankshares
1988 1989 1990 1991 1992 1993
Peer Group 100.00 90.93 35.21 69.19 129.47 143.65
Westbank 100.00 50.17 23.16 15.88 23.54 43.12
S&P 500 100.00 126.79 119.17 149.36 155.85 166.57
Miscellaneous
During 1993, certain of the Corporation's Executive Officers,
Directors and nominees for Director and members of their
immediate family and associates have had, and expect to have in
the future, transactions in the ordinary course of business with
Park West, including borrowings, on substantially the same terms,
including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons, and not
involving more than normal risk of collectibility or presenting
other unfavorable features.
APPROVAL OF AMENDMENT TO 1985 INCENTIVE STOCK OPTION PLAN
FOR KEY EMPLOYEES
On February 16, 1994, the Board of Directors adopted an Amendment
to the 1985 Stock Plan to increase the number of shares reserved
for issuance thereunder by 200,000. As of December 31, 1993, and
without giving effect to the proposed increase in shares, a total
of 140,617 shares had been reserved for issuance in the 1985
Stock Plan and no shares remained available for future grant
under the 1985 Stock Plan.
Because of the limited number of shares remaining to be issued
pursuant to the 1985 Stock Plan, the Board of Directors deemed it
advisable that the 1985 Stock Plan be amended, subject to
approval by the shareholders, to increase the number of shares
available for issue pursuant to the 1985 Stock Plan by 200,000
shares. The Board of Directors believes it is desirable to have
the additional shares that will be authorized by the proposed
Amendment available for issuance to key employees. Having such
additional authorized shares available will give the Corporation
greater flexibility by permitting such shares to be issued
pursuant to the terms of the 1985 Stock Plan without the expense
and delay of a special meeting of stockholders.
The essential features of the 1985 Stock Option Plan are
described in the section entitled "Executive Compensation-1985
Incentive Stock Option Plan for Key Employees". Copies of the
1985 Stock Plan are available upon request.
At the Annual Meeting, the shareholders are being asked to
approve the increase in the number of shares reserved for
issuance under the 1985 Stock Plan by 200,000 shares. The
affirmative vote of a majority of the shares of Common Stock of
the Corporation represented at the 1994 Annual Meeting is
required to approve the Amendment to the 1985 Stock Plan. The
Board of Directors has unanimously approved the proposed
Amendment to the 1985 Stock Plan and recommends that the
shareholders vote FOR such Amendment.
EMPLOYEE STOCK OWNERSHIP PLAN
On January 1, 1989, the Corporation's Employee Stock Ownership
Plan (the "ESOP") became effective. The ESOP is administered and
otherwise governed by the provisions of the ESOP and a related
Trust Agreement. Pursuant to the terms of the ESOP, the Trustee
may invest the ESOP's Trust Assets in, among other investments,
shares of the Common Stock of the Corporation. As of the record
date, no shares of the Common Stock of the Corporation were owned
by the ESOP Trust.
DIVIDEND REINVESTMENT PLAN
In 1989, the Corporation implemented a Dividend Reinvestment and
Common Stock Purchase Plan pursuant to which holders of the
Corporation's Common Stock may invest all or a portion of that
holder's quarterly cash dividends, plus up to $1,000 per calendar
quarter, in additional shares of the Corporation's Common Stock.
In 1993, 11,311 shares of the Corporation's Common Stock were
purchased through the Dividend Reinvestment and Common Stock
Purchase Plan.
SHAREHOLDER RIGHTS PLAN
In 1989, the Corporation adopted a Shareholders Rights Plan,
which plan is intended to protect the interests of Shareholders
in the event the Corporation is confronted with a hostile
takeover.
The Shareholder Rights Plan does not prevent an acquisition of
the Corporation on terms that are in the best interests of the
Shareholders. Under the terms of the Shareholder Rights Plan,
the Corporation has declared a dividend distribution of one
Common Stock Purchase Right for each outstanding share of Common
Stock of the Corporation to Shareholders of record as of January
2, 1990. A Common Stock Purchase Right entitles a registered
Shareholder to purchase one share of Common Stock at an exercise
price of $36 per share, subject to adjustment. The Common Stock
Purchase Right may be exercised only upon the occurrence of
certain events, including an attempted hostile takeover, as
described in the Shareholder Rights Agreement. As of the record
date, no Common Stock Purchase Rights have been or are
exercisable.
APPOINTMENT OF CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has solicited proposals from various
accounting firms to act as the Corporation's certifying
accountants for the fiscal year ending December 31, 1994. After
reviewing the proposals received, the Board of Directors approved
a recommendation of the Audit Committee that the Corporation
change its certifying accountants from the firm of KPMG Peat
Marwick ("Peat Marwick"), to the firm of Deloitte & Touche
("Deloitte"). If ratified by the Shareholders, the client
auditor relationship between the Corporation and Peat Marwick
will be terminated effective with the completion of the 1993
financial audit. Peat Marwick's audit duties for the Corporation
will conclude after the preparation of the 1993 Annual Report of the
Corporation and the presentation of the 1993 Annual Report of the
Corporation to the 1994 Annual Meeting of Shareholders.
Peat Marwick's report on the Corporation's financial statements
during the two most recent fiscal years preceding the date hereof
contain no adverse opinion or disclaimer of opinions, and was not
qualified as to audit scope or accounting principles. Peat
Marwick's December 31, 1992 opinion contained a modification
because the Corporation's subsidiary Bank, Park West, was
categorized as undercapitalized by the Federal Deposit Insurance
Corporation. The Corporation's December 31, 1992 financial
statements did not contain any adjustments as to this
uncertainty (see "Agreement with Regulatory Authorities", below
and Note 16 to the Corporation's financial statements). Peat
Marwick's December 31, 1993 opinion was not so modified since, as
of that date Park West was categorized as adequately capitalized
by the Federal Deposit Insurance Corporation. In addition, in
1993, the Corporation adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes", as issued by
the Financial Accounting Standards Board in February, 1992.
During the last two fiscal years and the subsequent interim
periods preceding the date hereof, there were no disagreements
between the Corporation and Peat Marwick on any matters of
accounting principles or practices, financial statements
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Peat Marwick, would have
caused Peat Marwick to make a reference to the subject matter of
the disagreements in connection with its reports.
None of the "reportable events" described under Item 304(a) (1)
(v) of Regulation S-K promulgated under the Securities Exchange
Act of 1934 ("Regulation S-K") occurred within the Corporation's
two most recent fiscal years and any subsequent interim periods
preceding the date hereof.
During the last two fiscal years and the subsequent interim
periods preceding the 1994 fiscal year, the Corporation did not
consult Deloitte regarding any of the matters or events set forth
in Item 304(a) (2) (i) and (ii) of Regulation S-K.
Representatives of Peat Marwick and Deloitte are expected to
attend the 1994 Annual Meeting of Shareholders and will be
available to respond to appropriate questions.
The Board of Directors recommends a vote FOR ratification of the
selection of Deloitte & Touche as the Corporation's auditors, and
unless otherwise directed, proxies will be voted in favor of this
selection.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of
the Corporation is not aware of any business to be presented at
the 1994 Annual Meeting other than matters referred to in the
Notice of Meeting and this Proxy Statement. If any other matters
properly come before the meeting, or any adjournment thereof, the
enclosed Proxy will be voted on such matters in accordance with
the recommendations of the Corporation's Board of Directors.
AGREEMENT WITH REGULATORY AUTHORITIES
In March, 1992, Park West's Board of Directors entered into a
Formal Order (the "Order") with the Federal Deposit Insurance
Corporation ("FDIC") and the Commissioner of Banks for the
Commonwealth of Massachusetts (the "Commissioner"). The Order
requires Park West to take certain affirmative actions in
response to an examination by the FDIC and the Commissioner. The
Order is binding upon Park West, its successors, assigns,
directors, officers, employees, agents, and "other
institution-related parties", as defined in the Federal Deposit
Insurance Act. As of the record date the Bank is substantially
in compliance with the Formal Order.
A description of the major provisions of the Order is contained
in the Corporation's 1993 Annual Report to Stockholders.
MISCELLANEOUS
The expense of this solicitation on behalf of the Board of
Directors will be paid by the Corporation. To the extent
necessary in order to assure sufficient representation of
shareholders at the meeting, officers and employees of the
Corporation or Park West may personally, by telephone or by other
means, contact shareholders to request the return of proxies.
Banks, brokerage houses and other institutions, nominees or
fiduciaries will be requested to forward the proxy material to
beneficial owners in order to solicit authorizations for the
execution of proxies. The Corporation may, upon request,
reimburse such banks, brokerage houses and other institutions,
nominees and fiduciaries for their expenses in forwarding such
material.
SHAREHOLDER PROPOSALS
Holders of the Common Stock of the Corporation who wish to submit
proposals to be considered at the next Annual Meeting of
Shareholders of the Corporation, which meeting is scheduled to be
held on April 19, 1995 must submit such proposals to the
Corporation on or before November 25, 1994.
ANNUAL REPORT
A copy of the Corporation's Annual Report for 1993 including
financial statements is enclosed. The Annual Report is not to be
regarded as proxy soliciting material.
By order of the Board of Directors
Robert J. Perlak
Clerk
Dated: March 18, 1994
NOTICE
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED WITHOUT
CHARGE BY ANY SHAREHOLDER OF THE CORPORATION UPON WRITTEN
REQUEST ADDRESSED TO JOHN M. LILLY, TREASURER, 225 PARK AVENUE,
WEST SPRINGFIELD, MASSACHUSETTS 01089-3310.
WESTBANK CORPORATION
PROXY FOR 1994 ANNUAL SHAREHOLDERS MEETING -- April 20, 1994
I, the undersigned holder of common stock of Westbank
Corporation, hereby appoint Deanna M. Hoarle and Joseph L. Rolak,
or either of them, with the power of substitution, proxies of the
undersigned to vote the shares of the undersigned at the 1994
Annual Meeting of Shareholders of Westbank Corporation to be held
at 9:00 A.M. , April 20, 1994 at the Carriage House at Storrowton
Tavern, 1305 Memorial Avenue, West Springfield, Massachusetts,
and at any adjournment thereof, with all the powers the
undersigned would possess if personally present. Said proxies are
specifically authorized to vote as indicated below.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" EACH PROPOSITION
LISTED BELOW UNLESS AUTHORITY IS WITHHELD OR OTHERWISE INDICATED.
ALL PROXIES EXECUTED CORRECTLY WILL BE VOTED AS DIRECTED. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS.
1. FIXING THE NUMBER OF DIRECTORS. To fix the number of
Directors of the Corporation at thirteen (13).
___ FOR ___ AGAINST ___ ABSTAIN
2. ELECTION OF DIRECTORS. To elect the following Directors of the
Corporation for a three-year term until the 1997 Annual Meeting
of Shareholders.
Leroy F. Jarrett
___ FOR ___ AGAINST ___ ABSTAIN
Ernest N. Laflamme, Jr.
___ FOR ___ AGAINST ___ ABSTAIN
Robert F. Lloyd
___ FOR ___ AGAINST ___ ABSTAIN
Alfred C. Whitaker
___ FOR ___ AGAINST ___ ABSTAIN
3. APPROVE AMENDMENT TO THE 1985 INCENTIVE STOCK OPTION PLAN. To
approve an amendment to the 1985 Incentive Stock Option Plan for
Key Employees to increase the number of shares of Common
Stock for issuance thereunder by 200,000 shares.
___ FOR ___ AGAINST ___ ABSTAIN
4. SELECTION OF CERTIFIED PUBLIC ACCOUNTANTS. To ratify the
appointment, by the Board of Directors, of Deloitte & Touche as
independent public accountants for the fiscal year ending
December 31, 1994.
___ FOR ___ AGAINST ___ ABSTAIN
5. OTHER BUSINESS. In their discretion, to act upon the
transaction of such other business as may properly come before
the meeting and any adjournment thereof.
Date: _______________________, 1994
___________________________________
(Signature of Shareholder)
___________________________________
(Signature if Jointly held)
When signing as Attorney, Executor,
Administrator, Trustee or Guardian,
please give full title.
If more than one Trustee, all
should sign.
All joint owners must sign.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS