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 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 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.
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
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
27.1 Financial Data Schedule (RESTATED) TO BE INCLUDED
Form 10-K for the year ended December 31, 1995
Form 10-K for the year ended December 31, 1996
Form 10-Q for the three months ended March 31, 1996
Form 10-Q for the six months ended June 30, 1996
27.2 Financial Data Schedule (RESTATED) TO BE INCLUDED
Form 10-Q for the nine months ended September 30, 1996
Form 10-Q for the three months ended March 31, 1997
Form 10-Q for the six months ended June 30, 1997
Form 10-Q for the nine months ended September 30, 1997