1 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) JANUARY 29, 1999 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) 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 2 Item 5 - Other Events Pursuant to the terms of the Affiliation and Merger Agreement (the "Agreement"), dated July 15, 1998, by and among Westbank Corporation, ("WBKC") Park West Bank and Trust Company, Cargill Bancorp, Inc. ("Cargill") and Cargill Bank, at the close of business on Friday, January 29, 1999 (the "Effective Time"), WBKC acquired all of the issued and outstanding common stock, $0.01 par value, of Cargill. Under the terms of the Agreement, for each share of Cargill Common Stock, shareholders were to receive WBKC Common Stock based upon an exchange ratio obtained by dividing $17.00 per share by the market value of WBKC Common Stock. The market value was computed based upon the average of the closing prices of WBKC shares for a period of 20 consecutive trading days ending on the fifth trading day prior to the last regulatory approval. Based upon this average price ($12.4501), each share of Cargill will be exchanged for 1.3655 shares of WBKC. WBKC will account for the transaction as a pooling-of-interests and expects to issue an aggregate of approximately 400,164 shares in exchange for the Cargill shares. Cargill Bank will retain its name and Connecticut charter and operate its three offices in Northeastern Connecticut as a separate subsidiary of Westbank Corporation. Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits a. None b. None c. Exhibits 3 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 Date: February 3, 1999 By: /s/ John M. Lilly ______________________________________ John M. Lilly Treasurer and Chief Financial Officer 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - - ----------- ----------- 99 WBKC Press Release dated February 1, 1999.