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, 1994
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 3, 1995 the aggregate market
value of the voting stock held by nonaffiliates of the registrant was
$22,096,690.
The number of shares outstanding of the registrants common stock, $2.00
par value was 3,156,670 on March 3, 1995.
Portions of the Annual Report to Stockholders for the year ended December
31, 1994 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 19, 1995
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 Price of the Corporation's Common Stock and
Related Security Holder 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 5 of the Corporation's Annual Report to
Stockholders for the year ended December 31, 1994, 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
1994 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, 34
III - Loan Portfolio 12, 28, 29, 34
a. Types of Loans 12
b. Maturities and Sensitivity to Changes in
Interest Rates 8 and 12
c. Nonperforming Loans/Assets 14 and 15
IV - Summary of Loan Loss Experience 13 and 14
V - Deposits 15, 30, 34
VI - Return on Equity and Assets 15
VII - Short Term Borrowing 15 and 30
I - 1
ITEM 2 - PROPERTIES
The Corporation's principal banking subsidiary, Park West Bank and Trust
Company ("Park West") operates eight banking offices located as follows:
LOCATION OWNED LEASED TOTAL
Agawam (Feeding Hills) 1 1
Chicopee 1 1
East Longmeadow 1 1
Holyoke 1 1
West Springfield 2 1 3
Westfield 1 1
5 3 8
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 and Westfield.
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 SECURITY HOLDER
MATTERS
Reference is made to the inside back cover of the Corporation's Annual
Report to Stockholders for the year ended December 31, 1994, wherein this
subject is covered.
ITEM 6 - SELECTED FINANCIAL DATA
Reference is made to page 6 of the Corporation's Annual Report to
Stockholders for the year ended December 31, 1994, wherein this subject is
covered.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Reference is made to pages 7 through 18 of the Corporation's Annual
Report to Stockholders for the year ended December 31, 1994, 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, 1994, 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 CORPORATION
Reference is made to pages 3 through 6, of the Corporation's Proxy
Statement to Stockholders for the 1994 Annual Meeting scheduled for April 19,
1995, 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 1994 Annual Meeting scheduled for April 19,
1995, 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 1994 Annual Meeting scheduled for April 19, 1995,
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 1994 Annual Meeting scheduled for April 19,
1995, 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, 1994:
WESTBANK CORPORATION
Page of
Annual
Report
Independent Auditors' Reports 19
Consolidated Balance Sheets at December 31, 1994 and 1993 20
Consolidated Statements of Income for the years ended
December 31, 1994, 1993 and 1992 21
Consolidated Statement of Stockholders' Equity from January 1, 1992,
to December 31, 1994 22
Consolidated Statements of Cash Flows for the years ended
December 31, 1994, 1993 and 1992 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 March 24, 1995
Executive Officer and Director
Alfred C. Whitaker Chairman of the Board March 24, 1995
and Director
John M. Lilly Treasurer and Chief Financial March 24, 1995
Officer
Roland O. Archambault Director March 24, 1995
Mark A. Beauregard Director March 24, 1995
David R. Chamberland Director March 24, 1995
John E. Fitzgerald Director March 24, 1995
Leroy F. Jarrett Vice Chairman of the Board March 24, 1995
and Director
Ernest N. Laflamme, Jr. Director March 24, 1995
Russell Mawdsley Director March 24, 1995
Paul J. McKenna Director March 24, 1995
Robert J. Perlak Corporate Clerk and Director March 24, 1995
James E. Tremble Director March 24, 1995
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. 1994 Annual Report to Stockholders ARS (IFC, 1-36, IBC)
21. Subsidiaries of Registrant
27. Article 9 - Financial Data Schedule
* 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