SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 19, 1997
WESTBANK CORPORATION
(Exact name of registrant as specified in charter)
Massachusetts 000-12784 04-2830731
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) I.D. no.)
225 Park Avenue, P.O. Box 149, West Springfield, MA 01090-0149
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (413) 747-1400
Item 5 - Other Events
On November 19, 1997, the Board of Directors of the Company
adopted an Amended and Restated Shareholder Rights Agreement (the
Rights Agreement ). The following description of the terms of the
Rights Agreement does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement.
Pursuant to the terms of the Rights Agreement, the Board of
Directors declared a dividend distribution of one Preferred Stock
Purchase Right (a Right ) for each outstanding share of Common Stock
of the Company (the Common Stock ) to stockholders of record as of
the close of business on December 3, 1997 (the Record Date ). In
addition, one Right will automatically attach to each share of
Common Stock issued between the Record Date and the Distribution
Date (as hereinafter defined). Each Right entitles the registered
holder thereof to purchase from the Company a unit consisting of one
ten-thousandth of a share (a Unit ) of Series A Junior Participating
Cumulative Preferred Stock, par value $5.00 per share (the Preferred
Stock ), at a cash exercise price of $60.00 per Unit (the Exercise
Price ), subject to adjustment.
Initially, the Rights are not exercisable and are attached to
and trade with all outstanding shares of Common Stock outstanding as
of, and issued subsequent to, the Record Date. The Rights will
separate from the Common Stock and will become exercisable upon the
earliest of (i) the close of business on the tenth calendar day
following the first public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership
of 15% or more of the outstanding shares of Common Stock (an
Acquiring Person ) (the date of said announcement being referred to
as the Stock Acquisition Date ), (ii) the close of business on the
tenth business day (or such other day as the Board of Directors may
determine) following the commencement of a tender offer or exchange
offer that would result upon its consummation in a person or group
becoming the beneficial owner of 15% or more of the outstanding
shares of Common Stock or (iii) the determination by the Board of
Directors that any person is an Adverse Person (the earliest of such
dates being herein referred to as the Distribution Date ).
The Board of Directors may declare a person to be an Adverse
Person after a determination that such person, alone or together
with its affiliates and associates, has become the beneficial owner
of 10% or more of the outstanding shares of Common Stock and a
determination by the Board of Directors, after reasonable inquiry
and investigation, including such consultation, if any, with such
persons as the directors shall deem appropriate, that (a) such
beneficial ownership by such person is intended to cause, is
reasonably likely to cause or will cause the Company to repurchase
the Common Stock beneficially owned by such person or to cause
pressure on the Company to take action or enter into a transaction
or series of transactions which would provide such person with
short-term financial gain under circumstances where the Board of
Directors determines that the best long-term interests of the
Company and its stockholders, but for the actions and possible
actions of such person, would not be served by taking such action or
entering into such transaction or series of transactions at that
time or (b) such beneficial ownership is causing, or is reasonably
likely to cause, a material adverse impact (including, but not
limited to, impairment of relationships with customers or impairment
of the Company s ability to maintain its competitive position) on
the business or prospects of the Company. No delay or failure by
the Board of Directors to declare a person to be an Adverse Person
shall in any way waive or otherwise affect the power of the Board of
Directors subsequently to declare a person an Adverse Person. In
the event that the Board of Directors should at any time determine,
upon reasonable inquiry and investigation, including consultation
with such persons as the Board of Directors shall deem appropriate,
that such person has not met or complied with any condition
specified by the Board of Directors, the Board of Directors may at
any time thereafter declare the person to be an Adverse Person.
Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), (a) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with
such Common Stock certificates, (b) new Common Stock certificates
issued after the Record Date will contain a notation incorporating
the Rights Agreement by reference, and (c) the surrender for
transfer of any certificates for Common Stock will also constitute
the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on November 19, 2007, unless
previously redeemed or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Right
Certificates will be mailed to holders of record of Common Stock as
of the close of business on the Distribution Date and, thereafter,
the separate Right Certificates alone will represent the Rights.
Except as otherwise determined by the Board of Directors, only
shares of Common Stock issued prior to the Distribution Date will be
issued with Rights.
In the event that a Stock Acquisition Date occurs or the Board
of Directors determines that a person is an Adverse Person, proper
provision will be made so that each holder of a Right (other than an
Acquiring Person, an Adverse Person or their associates or
affiliates, whose Rights shall become null and void) will thereafter
have the right to receive upon exercise that number of Units of
Preferred Stock of the Company having a market value of two times
the exercise price of the Right (such right being referred to as the
Subscription Right ). In the event that, at any time following the
Stock Acquisition Date, (i) the Company consolidates with, or merges
with and into, any other person, and the Company is not the
continuing or surviving corporation, (ii) any person consolidates
with the Company, or merges with and into the Company and the
Company is the continuing or surviving corporation of such merger
and, in connection with such merger, all or part of the shares of
Common Stock are changed into or exchanged for stock or other
securities of any other person or cash or any other property, or
(iii) 50% or more of the Company s assets or earning power is sold,
mortgaged or otherwise transferred, each holder of a Right shall
thereafter have the right to receive, upon exercise, common stock of
the acquiring company having a market value equal to two times the
exercise price of the Right (such right being referred to as the
Merger Right ). The holder of a Right will continue to have the
Merger Right whether or not such holder has exercised the
Subscription Right. Rights that are or were beneficially owned by
an Acquiring Person or an Adverse Person may (under certain
circumstances specified in the Rights Agreement) become null and
void.
At any time after the Stock Acquisition Date occurs or the
Board of Directors determines that a person is an Adverse Person,
the Board of Directors may, at its option, exchange all or any part
of the then outstanding and exercisable Rights for shares of Common
Stock or Units of Preferred Stock at an exchange ratio of one share
of Common Stock or one Unit of Preferred Stock per Right.
Notwithstanding the foregoing, the Board of Directors generally will
not be empowered to effect such exchange at any time after any
person becomes the beneficial owner of 50% or more of the Common
Stock of the Company.
The Exercise Price payable, and the number of Units of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to time
to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible
securities at less than the current market price of the Preferred
Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustment in the Exercise Price
will be required until cumulative adjustments amount to at least 1%
of the Exercise Price. The Company is not obligated to issue
fractional Units. If the Company elects not to issue fractional
Units, in lieu thereof an adjustment in cash will be made based on
the fair market value of the Preferred Stock on the last trading
date prior to the date of exercise. Any of the provisions of the
Rights Agreement may be amended by the Board of Directors of the
Company at any time prior to the Distribution Date.
The Rights may be redeemed in whole, but not in part, at a
price of $0.001 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors) by the
Board of Directors only until the earliest of (i) the date on which
a person is declared to be an Adverse Person, (ii) the close of
business on the tenth calendar day after the Stock Acquisition Date,
or (iii) the expiration date of the Rights Agreement. Immediately
upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and thereafter the only right of
the holders of Rights will be to receive the redemption price.
The Rights Agreement may be amended by the Board of Directors
in its sole discretion until the Distribution Date. After the
Distribution Date, the Board of Directors may, subject to certain
limitations set forth in the Rights Agreement, amend the Rights
Agreement only to cure any ambiguity, defect or inconsistency, to
shorten or lengthen any time period, or to make changes that do not
adversely affect the interests of Rights holders (excluding the
interests of an Acquiring Person, an Adverse Person or their
associates or affiliates). In addition, the Board of Directors may
at any time prior to such time as any person becomes an Acquiring
Person amend the Rights Agreement to lower the threshold at which a
person becomes an Acquiring Person to not less than the greater of
(i) the sum of .001% and the largest percentage of the outstanding
Common Stock then owned by any person and (ii) 10%.
Until a Right is exercised, the holder will have no rights as a
stockholder of the Company (beyond those as an existing
stockholder), including the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
stockholders or to the Company, stockholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights
become exercisable for Units, other securities of the Company, other
consideration or for common stock of an acquiring company.
The Rights Agreement between the Company and the Rights Agent,
which sets forth the terms of the Rights and includes as Exhibit B
the form of Right Certificate, is attached hereto as Exhibit 4.1 and
is incorporated herein by reference. The foregoing description of
the Rights does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement which is incorporated
herein by reference.
Item 7 - Financial Statements, Pro Forma Financial Information and
Exhibits
Exhibit 4.1 - Amended and Restated Shareholder Rights Agreement,
dated as of November 19, 1997, between Westbank Corporation and
State Street Bank and Trust Company, as Rights Agent.
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
Date: November 24, 1997 By:/s/ Donald R. Chase
Donald R. Chase
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
4.1 Amended and Restated Shareholder Rights Agreement, dated
November 19, 1997, between Westbank Corporation and
State Street Bank and Trust Company, as Rights Agent