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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) September 20, 2004
WESTBANK CORPORATION
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-12784 04-2830731
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
225 PARK AVENUE, WEST SPRINGFIELD, MASSACHUSETTS 01089
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (413) 747-1400
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 20, 2004, Westbank Corporation (the "Corporation") completed a
private placement of an aggregate of $17.0 million of trust preferred
securities, through two newly formed Delaware trust affiliates, Westbank Capital
Trust II ("Trust II") and West Bank Capital Trust III ("Trust III")
(collectively the "Trusts"), as part of a pooled transaction with several other
financial institutions. As part of this transaction, the Corporation issued an
aggregate principal amount of $8,763,000 of floating rate junior subordinated
deferrable interest debentures to Trust II, which debentures bear an initial
interest rate of 5.98% until December 2004, and after that which will be reset
quarterly at 3-month LIBOR plus 2.19% and an aggregate principal amount of
$8,763,000 of fixed/floating rate junior subordinated deferrable interest to
Trust III, which debentures bear an initial interest rate of 5.98% until
December 2009 and then which will reset quarterly at 3-month LIBOR plus 2.19%.
These debentures were each issued pursuant to the terms on an Indenture dated
September 20, 2004, between the Corporation and Wilmington Trust Corporation, as
Trustee. The debentures obligate the Corporation to pay interest on their
principal sum quarterly in arrears on March 20, June 20, September 20 and
December 20 of each year. So long as the Corporation is current in its interest
payments, it has the right to defer payments of interest on the debentures by
extending the interest payment period on the debentures for up to 20 consecutive
quarterly periods. The debentures mature on September 20, 2034, but may be
redeemed by the Corporation, in whole or in part, beginning on September 20,
2009, or in whole within 120 days of the occurrence of certain special
redemption events as defined in the Indentures. Special redemption events relate
to the regulatory capital treatment of the issuances, the Trusts not being
deemed investment companies and the non-occurrence of certain tax events. The
Indentures and the form of debentures are filed herewith as Exhibits 4.1, 4.2,
10.1 and 10.2.
The debentures are the sole assets of each of the Trusts. Each of Trust II and
Trust III issued an aggregate principal amount of $8,500,000 of capital
securities bearing fixed and or fixed/floating interest rates corresponding to
the debentures held by each trust to an unaffiliated pooled investment vehicle.
The payments of distributions on and redemption or liquidation of the capital
securities issued by each of Trust II and Trust III are guaranteed by the
Corporation pursuant to a Guarantee Agreement dated September 20, 2004, related
to each, which is between the Corporation and Wilmington Trust Company, as the
Guarantee Trustee. These Guarantee Agreements are filed herewith as Exhibits
10.3 and 10.4.
The Corporation expects to use the proceeds from the trust preferred placements
to redeem all of its $17,526,000 9.60% Junior Subordinated Debentures Due 2029,
which are all held by Westbank Capital Trust I ("Trust I"), and Trust I shall
concurrently redeem all of its 1,700,000 outstanding capital securities. A
notice of redemption on September 30, 2004, was issued by each of the
Corporation and Trust I on August 24, 2004. As a result of the new trust
preferred placements and the anticipated redemption, the Corporation will have
replaced the Trust I financing with financing bearing a reduced interest rate,
saving the Corporation approximately $787,100 annually in interest expense.
The preceding discussion contains forward-looking statements that are based on
management's current expectations regarding economic, legislative and regulatory
issues that may have an impact on the Corporation's earnings in future periods.
Factors that could cause future results to vary materially from current
management expectations include, but are not limited to: general economic
conditions, changes in interest rates, deposit flows, real estate values and
competition; changes in accounting principles, policies or guidelines; changes
in legislation or regulation; and other economic, competitive, governmental,
regulatory and technical factors affecting the Corporation's operations,
pricing, products and services. In particular, these issues may have an impact
on management's estimates used in evaluating market risk and interest rate risk
in its GAAP and Net Portfolio Value (NPV) tables, loan loss provisions,
classification of assets, accounting estimates and other estimates used
throughout this discussion. The Corporation disclaims any obligation to
subsequently revise any forward-looking statements, or to reflect the occurrence
of anticipated or unanticipated events.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The debentures issued by the Corporation on September 20, 2004 to each of Trust
II and Trust III, as described in Item 1.01, shall be accounted for by the
Corporation as long-term borrowings on its consolidated balance sheet.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
EXHIBIT NO. DESCRIPTION
4.1 Floating Rate Junior Subordinated Deferrable Interest Debentures
issued by Westbank Corporation to Wilmington Trust Company, dated
September 20, 2004 (included as Exhibit A to Exhibit 10.1)
4.2 Fixed/Floating Rate Junior Subordinated Deferrable Interest
Debentures issued by Westbank Corporation to Wilmington Trust
Company, dated September 20, 2004 (included as Exhibit A to
Exhibit 10.2)
10.1 Indenture by and between Westbank Corporation and Wilmington
Trust Company, as Trustee, dated September 20, 2004 for Floating
Rate Junior Subordinated Deferrable Interest Debentures
10.2 Indenture by and between Westbank Corporation and Wilmington
Trust Company, as Trustee, dated September 20, 2004 for
Fixed/Floating Rate Junior Subordinated Deferrable Interest
Debentures
10.3 Guarantee Agreement by and between Westbank Corporation and
Wilmington Trust Company, dated September 20, 2004
10.4 Guarantee Agreement by and between Westbank Corporation and
Wilmington Trust Company, dated September 20, 2004
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.
Date: September 24, 2004 WESTBANK CORPORATION
By: /s/ John M. Lilly
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John M. Lilly
Senior Vice President, Chief Financial
Officer and Treasurer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Floating Rate Junior Subordinated Deferrable Interest Debentures
issued by Westbank Corporation to Wilmington Trust Company, dated
September 20, 2004 (included as Exhibit A to Exhibit 10.1)
4.2 Fixed/Floating Rate Junior Subordinated Deferrable Interest
Debentures issued by Westbank Corporation to Wilmington Trust
Company, dated September 20, 2004 (included as Exhibit A to Exhibit
10.2)
10.1 Indenture by and between Westbank Corporation and Wilmington Trust
Company, as Trustee, dated September 20, 2004 for Floating Rate
Junior Subordinated Deferrable Interest Debentures
10.2 Indenture by and between Westbank Corporation and Wilmington Trust
Company, as Trustee, dated September 20, 2004 for Fixed/Floating
Rate Junior Subordinated Deferrable Interest Debentures
10.3 Guarantee Agreement by and between Westbank Corporation and
Wilmington Trust Company, dated September 20, 2004
10.4 Guarantee Agreement by and between Westbank Corporation and
Wilmington Trust Company, dated September 20, 2004