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UNITED STATES
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)
OCTOBER 29, 1999
WESTBANK CORPORATION
(Exact name of registrant as specified in charter)
MASSACHUSETTS 000-12784 04-2830731
(State or other jurisdiction of (Commission file number) (IRS employer
incorporation) identification 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
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
As of the close of business on October 29, 1999, Cargill Bank
("Cargill"), a wholly owned subsidiary of Westbank Corporation
("Westbank"), completed its purchase of certain assets and
assumption of certain liabilities of New London Trust, F.S.B.,
including two (2) branches in Connecticut, pursuant to an
agreement entered into with PM Holdings, Inc., ("PM
Holdings"), a wholly owned subsidiary of Phoenix Home Life
Mutual Insurance Company ("Phoenix"), and PM Trust Holding
Company, a wholly owned subsidiary of PM Holdings. The
acquisition occurred immediately after PM Trust's acquisition
of all the outstanding capital stock of New London Trust from
Sun Life Assurance Company of Canada (U.S.). The agreements
among the parties relating to this transaction were filed as
exhibits to the Form 10-Q for the quarter ended March 31,
1999.
In connection with the acquisition, Westbank indirectly
acquired two (2) branches of New London Trust (in Danielson
and Putnam, Connecticut) with assets totaling $106 million to
add to its recently acquired Cargill Bank subsidiary. The New
London Trust offices in Danielson and Putnam, Connecticut, are
branch offices of Cargill Bank, which will operate five (5)
banking offices with a total of $170 million in assets. The
combined assets of Westbank upon consummation of the
acquisition of the two (2) Connecticut branch offices are in
excess of $570 million. The acquisition was consummated after
satisfaction of certain approvals and will be accounted for as
a purchase under generally accepted accounting principles.
Cargill paid $8,690,000 of a deposit premium. The source of
the funds for the acquisition consisted of Cargill's
accumulation of its cash flow from the maturity of short-term
investments, principal and interest on loans, other cash
receipts, net of operating expenses and other projected
disbursements.
This Form 8-K includes as exhibits certain financial
information required under Item 7 which was not contained in
Item 5 of the previously-filed Form 10-Q filed with the
Securities and Exchange Commission on November 12, 1999.
a. Financial Statements of Business Acquired
Financial statements for the Connecticut banking
division of New London Trust, F.S.B., as of and for
the period ended October 29, 1999, attached hereto as
Exhibit 99.1 are incorporated herein by reference.
b. Pro Forma Financial Information
Not applicable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (CONTINUED)
c. Exhibits
10.1 Stock Purchase Agreement dated April 12,
1999, among SunLife Assurance Company of
Canada (U.S.), New London Trust, F.S.B., and
PM Holdings, Inc., PM Trust Holding Company,
Lake Sunapee Bank, F.S.B., Mascoma Savings
Bank and Cargill Bank.(1)
10.2 Purchase and Assumption Agreement dated
April 12, 1999, among PM Holdings, Inc., PM
Trust Holding Company, Cargill Bank, Lake
Sunapee Bank, F.S.B., and Mascoma Savings
Bank.(1)
10.3 Asset and Liability Allocation Agreement
dated April 12, 1999, among Lake Sunapee
Bank, F.S.B., Mascoma Savings Bank and
Cargill Bank.(1)
99.1 Financial Statements for the Connecticut
banking division of New London Trust,
F.S.B., as of and for the period ended
October 29, 1999.
(1) Incorporated by reference to the Quarterly Report on Form 10-Q for the
three months ended March 31, 1999.
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EXHIBIT INDEX
Exhibit Number
10.1 Stock Purchase Agreement dated April 12, 1999, among SunLife
Assurance Company of Canada (U.S.), New London Trust, F.S.B.,
and PM Holdings, Inc., PM Trust Holding Company, Lake Sunapee
Bank, F.S.B., Mascoma Savings Bank and Cargill Bank.(1)
10.2 Purchase and Assumption Agreement dated April 12, 1999, among
PM Holdings, Inc., PM Trust Holding Company, Cargill Bank,
Lake Sunapee Bank, F.S.B., and Mascoma Savings Bank.(1)
10.3 Asset and Liability Allocation Agreement dated April 12, 1999,
among Lake Sunapee Bank, F.S.B., Mascoma Savings Bank and
Cargill Bank.(1)
99.1 Financial statements for the Connecticut banking division of
New London Trust, F.S.B., as of and for the period ended
October 29, 1999.
(1) Incorporated by reference to the Quarterly Report on Form 10-Q for the
three months ended March 31, 1999.
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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 hereunto duly authorized.
WESTBANK CORPORATION
Dated: January 13, 2000 By: /s/ John M. Lilly
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John M. Lilly
Treasurer and Chief Financial Officer