SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
________________________________________________
WESTBANK CORPORATION
(Exact name of issuer as specified in its charter)
Massachusetts 04-1830731
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
225 Park Avenue
West Springfield, Massachusetts 01090-0149
(Address of principal executive offices)
John M. Lilly, Treasurer
Westbank Corporation
225 Park Avenue
West Springfield, Massachusetts 01090-0149
Tel: (413) 781-7500
(Name and address of Agent for Service)
Copy to:
W. Garth Janes, Esquire
Doherty, Wallace, Pillsbury and Murphy, P.C.
One Monarch Place, 19th Floor
Main Street, Springfield, MA 01144-1002
Approximate date of commencement of proposed sale to public:
(As soon as practicable after this
Registration Statement becomes effective)
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box:
X
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box:
_________
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be be Registered Price Per Offering Registration
Registered Share (1) Price (1) Fee
Common Stock 300,000 $8.75 $2,625,000 $525.00
$2 Par Value
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457, based on the average of the
bid and asked prices for the Common Stock on June 17, 1997.
<PAGE>
PROSPECTUS
WESTBANK CORPORATION
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
COMMON STOCK
300,000 SHARES
$2.00 PER SHARE
The Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan") of Westbank Corporation (the "Company") provides holders of
record and certain beneficial owners of the Company's Common Stock,
$2.00 par value per share (the "Common Stock"), with a simple and
convenient method of purchasing additional shares of Common Stock
without fees of any kind.
Participants in the Plan may have all or a portion of the cash
dividends paid on their shares of Common Stock reinvested in shares
of Common Stock, and may make optional cash purchases of common
Stock up to $10,000.00 during each calendar quarter.
The price of shares of Common Stock purchased with reinvested
Common Stock dividends or pursuant to the optional cash investment
feature will be 90% of the average daily bid and asked prices of the
Common Stock for the three business days immediately preceding the
applicable dividend payment or cash investment date as such prices
are reported in the Union-News published in Springfield,
Massachusetts, or, if no such prices shall be reported during such
three-day trading period, shall be 90% of such market quotations as
the Company shall deem appropriate. Because shares of Common Stock
purchased by participants under the Plan will be purchased directly
from the Company, no brokerage fees or commissions will be charged
on the purchase of Common Stock under the Plan. This offering is
not being underwritten, so there are no underwriting discounts or
commissions payable by the Company in connection with the Plan.
On January 9, 1989, the Company filed a Registration Statement
on Form S-3 with the Securities and Exchange Commission (the
"Commission") in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of
100,000 shares of the Company's Common Stock issuable pursuant to
the Plan. On April 19, 1995 the shareholders of the Company
approved various amendments to the Plan, which amendments (a)
authorized and reserved an additional 300,000 shares of Common Stock
(the "Additional Shares") for issuance under the Plan; (b) increased
the maximum allowable optional cash purchases of the Company's
Common Stock under the Plan to $10,000.00 per calendar quarter; and
(c) adjusted the price of the shares acquired under the Plan to 90%
of the market value of the Common Stock, as set forth above.
Pursuant to the April 19, 1995 amendments to the Plan, the Company
has issued a portion of the Additional Shares. This prospectus
relates to the Additional Shares that have already been issued by
the Company and the Additional Shares that have not been issued. It
is recommended that this Prospectus be retained for future
reference.
See "Risk Factors" on page 3 for a discussion of Considerations
relevant to a decision with respect to participation in the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 19, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports with the Commission.
Reports filed by the Company may be inspected without charge and
copied, upon payment of prescribed rates, at the public reference
facilities maintained by the Commission at 450 5th Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices
located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and Seven World Trade Center, 13th Floor,
New York, New York 10048. Copies of such material can be obtained
from the web site that the Commission maintains at
http://www.sec.gov.
The Company has filed with the Commission a registration
statement on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement") under the Securities Act.
This Prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration
Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by
reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996.
2. The Company's Quarterly Report on Form, 1O-Q for the
quarter ended March 31, 1997.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering of Common
Stock shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents.
<PAGE>
The Company hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered who so
requests in writing, a copy of any or all of the documents referred
to above which have been or may be incorporated by reference in this
Prospectus, other than exhibits to such documents. Written requests
for such copies shall be directed to Westbank Corporation Dividend
Reinvestment and Common Stock Purchase Plan, 225 Park Avenue, West
Springfield, Massachusetts 01090-0149.
THE COMPANY
The Company, a Massachusetts corporation, is a bank holding
company registered under the Bank Holding Company Act of 1956, as
amended. The Company was incorporated in 1983 and became the owner
of all the common stock of Park West Bank and Trust Company on July
2, 1984 and all of the common stock of Chicopee Cooperative Bank on
February 20, 1987. Park West Bank and Trust Company is a
Massachusetts trust company which was organized in 1961. Chicopee
Cooperative Bank is a Massachusetts cooperative bank which was
organized in 1909. The mailing address and telephone number of the
principal executive office of the Company are: 225 Park Avenue, West
Springfield, Massachusetts 01090-0149, Telephone: (413) 747-1400.
RISK FACTORS
The future performance of the Company and the value of its
Common Stock are subject to various factors that are beyond the
control of the Company, including future market conditions and the
behavior of other market participants. The Company operates in a
highly competitive market, especially in light of the continued
consolidation in the New England banking industry. The performance
of the Company and the value of its Common Stock will be influenced
by the status of the economy in general and the recovery of the real
estate market in Western Massachusetts. Also, as a bank holding
company, the Company's performance may be materially affected by
changes in interest rates and federal and state bank regulatory
requirements.
From December, 1994 to December, 1996, the Company operated
under a Memorandum of Understanding (the "Memorandum") with the
Federal Deposit Insurance Corporation (the "FDIC") and the
Commissioner of Banks for the Commonwealth of Massachusetts (the
"Commissioner"). The Memorandum was an informal agreement with the
FDIC and the Commissioner requiring the Company, among other things,
to maintain a leverage capital ratio of at least six percent, to
develop a written plan of action to lessen its risk exposure to
certain borrowers and to refrain from extending or renewing credit
to any borrower who had a loan or extension of credit with the
Company that had been charged off or classified without first
<PAGE>
obtaining majority approval of the Company's Board of Directors.
The Memorandum also required the Company to maintain an allowance
for losses at a level commensurate to the risk in the loan portfolio
and obtain approval from the FDIC and the Commissioner prior to
paying or declaring a dividend. The Company was required to make
quarterly reports to the FDIC and the Commissioner detailing the
form and manner of action taken to secure compliance with the
Memorandum. The Company was in compliance with all of the
requirements of the Memorandum when the Memorandum was terminated in
December, 1996.
DESCRIPTION OF THE PLAN
The following is a question and answer statement concerning
the provisions of the Plan.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record
and certain beneficial owners of shares of Common Stock with a
simple and convenient method of investing cash dividends in, and
making optional cash purchases of, additional shares of Common Stock
without payment of any brokerage commission or service charge.
Because such shares of Common Stock will generally be purchased
directly from the Company, the Company will receive additional
equity for working capital and for other general corporate purposes.
Advantages
2. What are the advantages of the Plan?
Stockholders may have the cash dividends on all or a
portion of their shares of Common Stock automatically re-invested in
additional shares of Common Stock and may invest optional cash, up
to specified limits, in the Company's Common Stock. Purchases of
Common Stock pursuant to the Plan are at a 10% discount from the
applicable average market price of the Common Stock. No commission
or service charge is paid by participants in connection with
purchases under the Plan. Full investment of funds is possible
because the Plan permits not only full shares but fractions of
shares and dividends in respect of such fractions to be credited to
participants' accounts. Participants can avoid, if they so desire,
the cumbersome safekeeping of certificates for shares credited to
their accounts under the Plan. Regular quarterly statements of
account provide simplified record-keeping.
<PAGE>
Administration
3. Who administers the Plan for participants?
Park West Bank and Trust Company is the agent ("Agent")
for the Plan and will administer the Plan for participants, keep
records, send quarterly statements of account to participants and
perform other duties relating to the Plan. Shares of Common Stock
purchased under the Plan will be registered in the name of the
Agent, as agent for participants in the Plan.
Participation
4. Who is eligible to participate?
All holders of record of shares of Common Stock, including
brokers, trustees or other nominees in whose names certificates are
registered, are eligible to participate in the Plan. In order to
participate, beneficial owners of shares of Common Stock whose
shares are registered in names other than their own must become
stockholders of record by having shares transferred into their
names, or they may request their holders of record to participate on
their behalf. Beneficial owners must contact the holders on their
behalf directly in order to make arrangements for such
participation.
5. How do stockholders participate?
Stockholders may join the Plan at any time by checking the
appropriate box on an authorization form provided by the Company (an
"Authorization Form"), signing it and returning it to the Company.
A postage paid envelope is provided for this purpose. An
Authorization Form may be obtained at any time by written request to
Westbank Corporation Dividend Reinvestment and Common Stock Purchase
Plan, 225 Park Avenue, West Springfield, MA 01090-0149, or by
calling the Company at (413) 747-1400.
Stockholders who are employees of the Company and its
subsidiaries may arrange to make optional cash payments through
regular payroll deductions.
6. What does the Authorization Form provide?
The Authorization Form allows each participant to decide
the extent to which he or she wants to participate in the Plan
through any of the following investment options:
a. "Full Dividend Reinvestment" directs the Company to
invest in the Company's Common Stock in accordance with the Plan all
of a participant's dividends on all shares of Common Stock then or
subsequently registered in a participant's name, and permits a
participant to make optional cash payments for the purchase of
additional shares in accordance with the Plan.
<PAGE>
b. "Partial Dividend Reinvestment" directs the Company to
invest in the Company's Common Stock in accordance with the Plan all
cash dividends on those full shares of Common Stock specified in the
appropriate space on the Authorization Form. It also permits a
participant to make optional cash payments for the purchase of
additional shares in accordance with the Plan.
c. "Optional Cash Payments" permits a participant to make
optional cash payments for the purchase of additional shares of the
Company's Common Stock in accordance with the Plan.
Dividends paid on whole and fractional shares held by the Agent
for a participant's account under the Plan will automatically be
reinvested under each of the three options specified above.
If a signed Authorization Form is returned without one of the
boxes checked, the stockholder will be enrolled under the Full
Dividend Reinvestment option.
A participant's investment option may be changed at any time by
completing, signing and returning a new Authorization Form, or by
submitting a written request to Westbank Corporation Dividend
Reinvestment and Common Stock Purchase Plan, 225 Park Avenue, West
Springfield, Massachusetts 01090-0149.
7. When will dividends be reinvested?
The date on which cash dividends are reinvested ("Dividend
Investment Date") will be the date on which the dividend payment is
made, which is expected to be quarterly, on the 20th day of January,
April, July and October.
Under either the Full Dividend Reinvestment option or the
Partial Dividend Reinvestment option, the Authorization Form
directing the Company to reinvest dividends must be received by the
Company on or before the record date set by the Company's Board of
Directors for determining stockholders of record entitled to receive
a dividend. If the Authorization Form is received by the Company
after such record date, reinvestment of dividends will begin with
the next dividend period.
Optional Cash Payments
8. Who is eligible to make optional cash payments?
<PAGE>
Participants in the Plan, whether or not they have
authorized the investment of dividends, are eligible to make
optional cash payments.
9. To what extent may a participant make optional cash
payments?
The opportunity to make cash payments is available to each
participant at any time and is available under each of the Plan's
three investment options. A participant may make optional cash
payments totaling no more than $10,000 per calendar quarter, with no
minimum payment required. The Agent will return optional cash
payments submitted by a participant to the extent that the aggregate
optional cash payments in any calendar quarter exceed $10,000. The
same amount of money need not be sent each quarter nor does the
participant need to make a payment in each quarter. There is no
obligation to use, nor any penalty for not using, the optional cash
payment feature of the Plan.
10. How does the "Optional Cash Payments" investment option
operate?
The Agent will apply any optional cash payment received
from a participant to the purchase of shares of Common Stock for the
participant's account in the Plan.
An initial optional cash payment may be made by a participant
when enrolling by enclosing a check with the Authorization Form.
Checks should be made payable to Westbank Corporation and returned
together with the Authorization Form. Thereafter, optional cash
payments may be made by submitting a check accompanied by a cash
payment stub. A cash payment stub will be attached to each
statement sent to participants by the Agent. Additional stubs will
be supplied to participants upon request. Shareholders who are
employees of the Company and its subsidiaries may also make cash
payments through payroll deductions.
11. When will optional cash payments received by the Agent be
invested?
Optional cash payments will be invested monthly on the
cash investment date ("Cash Investment Date"). In each month in
which the Company pays any dividend, the Cash Investment Date will
be the same date as the Dividend Investment Date. In each month in
which the Company does not pay a dividend, the Cash Investment Date
will be the 20th day of that month or, if the 20th is not a regular
business day in West Springfield, Massachusetts, the next business
day. In order to allow sufficient time for processing, optional
cash payments must be received by the Agent no later than two
business days prior to a Cash Investment Date.
<PAGE>
No interest will be paid by the Company or the Agent on
optional cash payments. Therefore, participants are encouraged to
make optional cash payments shortly before the day two business days
before a Cash Investment Date.
Optional cash payments will be refunded if a written request
for refund is received by the Agent no later than 48 hours before
such payments are to be invested.
Costs
12. Are there any expenses to participants in connection with
purchases under the Plan?
No. There will be no brokerage fees payable by participants.
All costs of administration of the Plan and fees of the Agent are to
be paid by the Company.
Purchases
13. How many shares of Common Stock will be purchased for
participants?
The number of shares of Common Stock to be purchased for each
participant equals (i) the amount of the participant's dividends
being reinvested plus the amount of any optional cash payments,
divided by (ii) the applicable purchase price per share of the
Common Stock. Each participant's account will be credited with the
number of shares of Common Stock purchased including fractional
shares computed to three decimal places.
14. What will be the price of shares of Common Stock purchased
under the Plan?
The price of shares of Common Stock purchased with
reinvested dividends from the Company on any Dividend Investment
Date will be 90% of the average daily bid and asked prices of the
Common Stock for the three business days immediately preceding the
applicable Dividend Investment Date as such prices are reported in
the Union-News published in Springfield, Massachusetts.
The price of shares of Common Stock purchased with optional
cash payments on any Cash Investment Date will be 90% of the average
daily bid and asked prices of the Common Stock for the three
business days immediately preceding the applicable Cash Investment
Date as reported in the Union-News published in Springfield,
Massachusetts.
In the event there shall be no quotations with respect to the
Common Stock during such three-day trading period, the purchase
price of a share of Common Stock shall be determined by the Company
on the basis of such market quotations as it shall deem appropriate.
<PAGE>
No shares under the Plan will be sold at less than the par
value of such shares.
Reports to Participants
15. What kind of report will be sent to participants in the
Plan?
Each participant in the Plan will receive quarterly
statements of the participant's account. These statements are a
participant's continuing record of the cost of the participant's
purchases and should be retained for income tax purposes.
Dividends
16. Will participants be credited with dividends on shares held
in their account under the Plan?
Yes. The Agent will receive dividends for all Plan shares
held on the dividend record date and credit these dividends to
Participants' accounts on the basis of full and fractional shares
credited to those accounts. Dividends will be reinvested
automatically in additional shares.
Certificates for Shares
17. Will certificates be issued for shares of Common Stock
purchased?
Normally, certificates for shares of Common Stock
purchased under the Plan will not be issued to participants. The
number of shares credited to an account under the Plan will be shown
on the participant's quarterly statement of account. This
convenience protects against loss, theft or destruction of stock
certificates.
Certificates for any number of whole shares credited to an
account under the Plan will be issued upon written request. Such
shares would thereupon be withdrawn from the participant's Plan
account. This request should be mailed to: Westbank Corporation
Dividend Reinvestment and Common Stock Purchase Plan, 225 Park
Avenue, West Springfield, Massachusetts 01090-0149. Any remaining
full and fractional shares will continue to be credited to the
participant's account.
18. May shares in a Plan account be pledged?
<PAGE>
No. Shares credited to the account of a participant under
the Plan may not be pledged. A participant who wishes to pledge
such shares must request that certificates for such shares be issued
in the participant's name.
19. In whose name will certificates be registered when issued?
Accounts under the Plan are maintained in the names in
which certificates of the participants were registered at the time
they entered the Plan. Consequently, certificates for whole shares
will be similarly registered when issued.
Changing Method of Participation and Withdrawal from the Plan
20. When will a participant's request to change his or her
method of participation become effective?
Any changes in a participant's method of participating in
the dividend reinvestment feature of the Plan will become effective
as of an upcoming Dividend Investment Date if written notice of such
intention is received by the Agent on or before the record date for
the next dividend payment.
21. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must
notify the Company in writing that the participant wishes to
withdraw. Written notice should be addressed to: Westbank
Corporation Dividend Reinvestment and Common Stock Purchase Plan,
225 Park Avenue, West Springfield, Massachusetts 01090-0149. When a
participant withdraws from the Plan or upon termination of the Plan
by the Company, certificates for whole shares credited to the
participant's account under the Plan will be issued and cash payment
will be made for any fraction of a share.
22. When may a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time.
23. What happens when a participant withdraws from the Plan?
If the request to withdraw is received by the Company
after the record date for a dividend and before the Dividend
Investment Date for that dividend, such dividend will be reinvested
for the participant's account. Any optional cash payment sent to
the Agent prior to the request to withdraw will be invested in
Common Stock unless the participant's withdrawal expressly requests
return of the optional cash payment and such letter is received no
later than 48 hours prior to the Cash Investment Date. The request
for withdrawal will then be processed as promptly as possible
<PAGE>
following such date. All subsequent dividends will be paid in cash
to the former participant unless the participant re-enrolls in the
Plan, which the participant may do at any time.
Other Information
24. What happens when a participant sells or transfers all of
the shares registered in the participant's name?
If a participant sells or transfers all shares of Common
Stock registered in the participant's name other than shares under
the Plan, the Company will continue to reinvest the dividends on the
shares credited to the participant's account under the Plan until
notified in writing by such participant that the Participant wishes
to withdraw from the Plan.
25. What happens if the Company has a Common Stock rights
offering, issues a stock dividend or declares a stock split?
In the event of a rights offering by the Company, a
participant will receive rights based upon the total number of whole
shares owned including those shares held in the Plan and shares held
directly.
Any stock dividends or split shares distributed by the Company
on shares credited to the account of a participant under the Plan
will be added to the participant's account. Stock dividends or
split shares distributed on shares held directly will be mailed to
the participant in the same manner as to stockholders who are not
participating in the Plan.
26. How will a participant's shares be voted at meetings of
stockholders?
Participants will receive a proxy card indicating total shares
held directly and shares credited to his or her account under the
Plan.
If a proxy card is returned properly signed and marked for
voting, all shares covered by the proxy will be voted as marked.
The total number of shares held may be voted in person at
stockholders' meetings.
If a proxy card is returned properly signed but without
indicating instruction as to the manner shares are to be voted with
respect to any item thereon, all of the participant's shares will be
voted in accordance with the recommendations of the Board of
Directors of the Company. If the proxy card is not returned, or if
it is returned unexecuted or improperly executed, none of the shares
in respect of which such proxy card was furnished (including shares
held for the participant under the Plan) will be voted.
<PAGE>
27. What are the Federal income tax-consequences of
participation in the Plan?
With respect to shares purchased pursuant to the
reinvestment of cash dividends pursuant to the Plan, the participant
will be treated for Federal income tax purposes as receiving a
distribution in an amount equal to the fair market value on the
Dividend Investment Date of all full and fractional shares credited
to the participant plus the amount of income tax withheld, if any.
The distribution will be taxable as a dividend to the extent of the
Company's earnings and profits as determined for Federal income tax
purposes. The tax basis of the shares will be an amount equal to
their fair market value on the Dividend Investment Date. The
Company intends to determine and report the distribution amount on
the basis that the fair market value per share of the Common Stock
acquired pursuant to the reinvestment of dividends is the average
bid and asked price on the Dividend Investment Date as reported in
the Union-News published in Springfield, Massachusetts, or in the
event there is no quotation with respect to the Common Stock, on the
basis of such market quotations as the Company shall deem
appropriate.
The holding period for Common Stock credited to a participant's
account pursuant to the reinvestment of dividends will begin on the
day following the Dividend Investment Date. The holding period for
Common Stock acquired with an optional cash payment will begin on
the day following the Cash Investment Date.
With respect to shares which are purchased using a
participant's optional cash payment, a participant will be treated
for Federal income tax purposes as receiving a distribution in an
amount equal to the fair market value on the Cash Investment Date of
all full and fractional shares purchased on such Date by such
participant less the price paid for such shares determined in the
manner set forth in the response to Question 14. With the foregoing
exception, the tax consequences to such a participant will be the
same as for a participant electing the dividend reinvestment option.
A participant will not realize any taxable income upon receipt
of certificates for whole shares which have been credited to the
participant's account, whether received upon the participant's
request, or upon termination of participation in the Plan, or upon
termination of the Plan.
A participant will realize gain or loss when Common Stock
acquired pursuant to the Plan is sold or exchanged by the
participant after receipt of a share certificate from the Plan or
upon receipt of a cash adjustment for a fractional share. The
amount of such gain or loss will be the difference between the
<PAGE>
amount which the participant receives for the shares or fraction of
a share sold or exchanged, and the tax basis therefor.
For United States income tax purposes, the Company is subject
to requirements that a portion of any dividend payable to certain
foreign shareholders, and United States shareholders for whom
withholding requirements are applicable, be withheld and paid to the
Internal Revenue Service for the account of such shareholders. The
amount reinvested for any participant in the Plan will in each case
be after any reduction necessary to comply with any applicable
income tax withholding requirements with respect to such
participant. Statements confirming purchases made for any
participant will indicate the amount of tax withheld.
Eligible stockholders who are considering participating in the
Plan are urged to consult with their own tax advisers prior to
joining the Plan.
28. What are the responsibilities of the Company and the Agent
under the Plan?
The Company and its Agent in administering the Plan, will
not be liable for any act done in good faith or for any good faith
omission to act, including, without limitation, any claim of
liability arising out of failure to terminate a participant's
account upon such participant's death prior to receipt of notice in
writing of such death. THE PARTICIPANT SHOULD RECOGNIZE THAT THE
COMPANY CANNOT ASSURE THE PARTICIPANT OF A PROFIT OR PROTECT THE
PARTICIPANT AGAINST A LOSS ON THE SHARES PURCHASED BY THE
PARTICIPANT UNDER THE PLAN.
29. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or
terminate the Plan at any time. All participants will receive
notice of any such suspension, modification or termination.
USE OF PROCEEDS
A total of 100,000 shares of Common Stock have been registered
by the Company for issuance under the Plan and an additional 300,000
shares of Common Stock are being registered by the Company pursuant
to this Registration Statement. The Company has no basis for
estimating either the number of shares of Common Stock that will
ultimately be sold pursuant to the Plan or the prices at which such
shares will be sold. However, the Company proposes to use the net
proceeds from the sale of such shares for working capital purposes
and for other general corporate purposes.
<PAGE>
DESCRIPTION OF THE COMPANY'S STOCK
The Company is authorized to issue up to 9,000,000 shares of
Common Stock, $2.00 par value. As of December 31, 1996, there were
3,346,802 shares of Common Stock outstanding. The Company also has
authorized 100,000 shares of Preferred Stock, $5.00 par value, none
of which shares are outstanding.
Dividend Rights
Holders of the Company's Common Stock are entitled to receive
such dividends as are declared by its Board of Directors out of
funds legally available therefor.
Voting Rights - Non-Cumulative Voting
Holders of shares of the Company's Common Stock are entitled to
one vote for each share of stock held by them and a proportionate
vote for each fractional share.
The shares of Common Stock of the Company do not have
cumulative voting rights. This means that the holders of more than
50% of the shares of Common Stock of the Company voting for the
election of directors can elect 100% of the class of directors
standing for election at any meeting if they choose to do so, and in
such event, the holders of the remaining shares voting for the
election of directors will not be able to elect any person or
persons to the Board of Directors of the Company at the meeting.
Preemptive Rights
The holders of the Company's Common Stock have no preemptive
rights.
Liquidation Rights
In the event of any liquidation, dissolution or winding up of
the affairs of the Company, after payment to the holders of any
shares of preferred stock then issued and outstanding of the amounts
to which they are entitled, the holders of Common Stock will be
entitled to receive pro rata any assets distributable to
shareholders in respect to shares held by them.
Election of Directors
Under both the Articles of Organization and the By-Laws of the
Company, the Board of Directors is divided into three approximately
equal classes designated, respectively, Class 1, Class 2 and Class
3. Each Director serves for a term ending on the date of the third
annual meeting of stockholders following the annual meeting at which
<PAGE>
such Director was elected, or, if the Director was not elected at an
annual meeting, until the end of the term of the class to which he
was elected, and, in each case, until his successor is duly elected
and qualified or until his earlier resignation, removal from office
or death.
Other Matters
The Company's Common Stock has no conversion rights, and is not
subject to any redemption or sinking fund provisions or any further
calls or assessments. The shares of Common Stock currently
outstanding are, and the shares of Common Stock to be offered
pursuant to the Plan will be, fully paid and non-assessable.
Extraordinary Corporate Transactions and Changes in Control
Under the Company's Articles of Organization, neither the
Company nor any of its subsidiaries may be a party to any merger or
consolidation, liquidation or dissolution, sale of all,
substantially all or a substantial part of its assets or any
reclassification or recapitalization of its stock unless one of the
following conditions shall have been met: (i) the transaction has
been approved by at least 75% of the total number of shares of stock
of the Company entitled to vote on the matter and by at least a
majority of the total number of shares of stock of the Company
entitled to vote on the matter not owned by the entity other than
the Company which is a party to the transaction, or any subsidiary
or affiliate thereof (the "Receiving Entity"); (ii) the transaction
has keen approved by at least 75% of the members of the Company's
Board of Directors not affiliated with the Receiving Entity
("Unaffiliated Directors"); (iii) the transaction has been approved
by a majority of the Unaffiliated Directors prior to the date on
which the Receiving Entity first acquired any stock of the Company;
or (iv) the transaction has been approved by the holders of at least
a majority of the shares of each class of stock of the Company
entitled to vote on the matter and by at least a majority of the
shares of each class of stock of the Company entitled to vote on the
matter not owned by the Receiving Entity, and the aggregate of the
cash and fair market value of all consideration to be paid to
holders of the company's stock is equal to the amounts determined
under a formula set forth in the Company's Articles of Organization.
In addition, the Company's Articles of Organization direct the
Company's Board of Directors, in evaluating such a transaction, or a
tender or exchange offer, to consider (i) the social and economic
effects of the transaction on the Company, its subsidiaries, their
employees, depositors, customers and the communities they serve.
(ii) the business and financial condition and earnings prospects of
the other party and the possible effect of such conditions upon the
Company, its subsidiaries and the communities they serve, and (iii)
the competence, experience and integrity of the other party and its
management.
<PAGE>
Certain acquisitions of the Company's Common Stock are subject
to the provisions of Chapter 110D of the Massachusetts General Laws
("Chapter 110D"), relating to control share acquisitions. Under
Chapter 11OD, a vote of shareholders will be necessary to determine
whether shares of Common Stock acquired in a control share
acquisition will have voting rights. Subject to various exceptions
set forth in Chapter 11OD, a control share acquisition generally
means an acquisition of Common Stock in which any person, including
his associates, acquires beneficial ownership of stock which, when
aggregated with all other stock of the Company owned by such person,
increases his voting power to one of the following ranges of voting
power: (i) one fifth or more but less than one third, (ii) one third
or more but less than a majority, or (iii) a majority or more. All
shares acquired within ninety days before or after a control share
acquisition or pursuant to a plan to make a control share
acquisition are deemed to be part of the control share acquisition.
LEGAL OPINION
Doherty, Wallace, Pillsbury and Murphy, P.C., counsel for the
Company, will give its opinion as to the legality of Common Stock
being offered hereby, indicating that when sold, the Common Stock
will be legally issued, fully paid and non-assessable.
EXPERTS
The consolidated financial statements of Westbank Corporation
as of December 31, 1995 and 1996 and for each of the years in the
three year period ended December 31, 1996 incorporated in this
prospectus by reference from the Company's Annual Report on Form
10-K for the year ended December 31, 1996 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated by reference herein, and have been so
incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
MISCELLANEOUS
No dealer, salesman or any other person has been authorized to
give any information or to make any representations other than those
contained in this Prospectus, and, if given or made, such other
information or representations must not be relied upon as having
been authorized by the Company. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change
in the affairs of the Company since the date hereof. This
Prospectus does not constitute an offer by the Company to sell
securities in any State to any person to whom it is unlawful for the
Company to make such offer in such State. This Prospectus relates
only to the additional Common Stock offered hereby and is not to be
relied upon in connection with the purchase or sale of any other
securities of the Company.
<PAGE>
TABLE OF CONTENTS Page WESTBANK CORPORATION
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
Available Information........ 2
Incorporation of Certain
Documents by Reference....... 2
The Company.................. 3
Risk Factors................. 3
Description of the Plan...... 4
Purpose.................... 4
Advantages................. 4
Administration............. 5
Participation.............. 5
Optional Cash Payments..... 6 _______________________
PROSPECTUS
Costs...................... 8 _______________________
Purchases.................. 8
Reports to Participants.... 9
Dividends.................. 9
Certificates for Shares.... 9
Changing Method of
Participation and Withdrawal
from the Plan.............. 10
Other Information.......... 11
Use of Proceeds.............. 13
Description of the June 19, 1997
Company's Stock.............. 14
Legal Opinion................ 16
Experts...................... 16
Miscellaneous................ 16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of expenses (all but the
registration fee are estimates) to be paid by the Registrant in
connection with the issuance and sale of the Common Stock being
registered.
Securities and Exchange Commission
Registration Fee.............................$ 525.00
Accounting Fees and Expenses.................$1,000.00
Printing Fees................................$ NONE
Legal Fees and Expenses......................$2,000.00
Miscellaneous................................$ NONE
Total........................................$3,525.00
Item 15. Indemnification of Officers and Directors
In general, Article V, Section 9 of the Registrant's By-Laws
provides for indemnification of each director, officer, employee or
agent of the Registrant, any former director, officer, employee or
agent of the Registrant, and any person who is or shall be a
director, officer, employee or agent of another organization in
which the Registrant owns shares or of which it is a creditor,
against all liabilities and expenses reasonably incurred by such
person in connection with, or arising out of, any action, suit or
proceeding in which such person may be a party defendant or with
which he may be threatened or otherwise involved, directly or
indirectly, by reason of his being or having been a director or
officer of the Registrant or such other organization, except in
relation to matters as to which such person shall be finally
adjudged (other than by consent) in such action, suit or proceeding
not to have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Registrant or such other organization, and with respect to any
criminal action or proceeding, only to the extent that he had no
reasonable cause to believe his conduct was unlawful.
<PAGE>
Item 16. Exhibits
4.1 Westbank Corporation Dividend Reinvestment and Common
Stock Purchase Plan
4.2 Westbank Corporation Dividend Reinvestment and Common
Stock Purchase Plan Authorization Form
4.3 Articles of Organization.
4.4 By-Laws.
5 Opinion of Doherty, Wallace, Pillsbury and Murphy, P.C.
as to legality of the shares
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Doherty, Wallace, Pillsbury & Murphy, P.C.
(incorporated in Exhibit 5)
24 Power of Attorney (included on signature page of this
Registration Statement)
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any Prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the Registration Statement or any material
change to such information in the Registration
Statement;
<PAGE>
Provided, however, that paragraphs 1(i) and 1(ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of West
Springfield, Commonwealth of Massachusetts on June 19, 1997.
WESTBANK CORPORATION
By:/s/ Donald R. Chase
Donald R. Chase, President
POWER OF ATTORNEY
We, the undersigned Directors and officers of Westbank
Corporation, do hereby severally constitute and appoint Donald R.
Chase and John M. Lilly, or any one of them, our true and lawful
attorneys and agents, to do any and all acts and things in our name
and behalf in our capacities as Directors and Officers and to
execute any and all instruments for us in our name in the capacities
indicated below, which said attorneys and agents, or any one of
them, may deem necessary or advisable to enable said Corporation to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement on Form
S-3 including specifically but without limitation, power and
authority to sign for us or any of us, in amendments (including
post-effective amendments) hereto; and we do each hereby ratify and
confirm all that said attorneys and agents, or any one of them,
shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Donald R. Chase President, Chief June 19, 1997
Donald R. Chase Executive Officer
and Director
(Principal Executive
Officer)
/s/ Alfred C. Whitaker Chairman of the June 19, 1997
Alfred C. Whitaker Board and Director
<PAGE>
/s/ John M. Lilly Treasurer and Chief June 19, 1997
John M. Lilly Financial Officer
(Principal Financial
and Accounting
Officer)
/s/ Roland O. Archambault Director June 19, 1997
Roland O. Archambault
/s/ Mark A. Beauregard Director June 19, 1997
Mark A. Beauregard
/s/ David R. Chamberland Director June 19, 1997
David R. Chamberland
/s/ Leroy F. Jarrett Director June 19, 1997
Leroy F. Jarrett
/s/ Ernest N. Laflamme, Jr. Director June 19, 1997
Ernest N. Laflamme, Jr.
/s/ Paul J. McKenna, D.M.D. Director June 19, 1997
Paul J. McKenna, D.M.D.
/s/ Robert J. Perlak Director June 19, 1997
Robert J. Perlak
/s/ George R. Sullivan Director June 19, 1997
George R. Sullivan
/s/ James E. Tremble Director June 19, 1997
James E. Tremble
<PAGE>
EXHIBIT INDEX
Number Exhibit
4.1 Westbank Corporation Dividend INCLUDED HEREIN
Reinvestment and Common Stock
Purchase Plan
4.2 Westbank Corporation Dividend INCLUDED HEREIN
Reinvestment and Common Stock
Purchase Plan Authorization Form
4.3 Articles of Organization *
4.4 By-Laws *
5 Opinion of Doherty, Wallace, INCLUDED HEREIN
Pillsbury and Murphy, P.C., as
to the legality of the shares
23.1 Consent of Deloitte & Touche LLP INCLUDED HEREIN
23.2 Consent of Doherty, Wallace, INCLUDED HEREIN
Pillsbury and Murphy, P.C.,
(incorporated in Exhibit 5)
24 Power of Attorney (included on INCLUDED HEREIN
signature page of this Registration
Statement)
* Incorporated by reference to identically numbered exhibits
contained in Registrant's Annual Report on Form 10-K for the year
ended December 31, 1988.
(LETTERHEAD OF DELOITTE & TOUCHE LLP)
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Westbank Corporation on Form S-3 of our report dated
January 28, 1997, appearing in the Annual Report on Form 10-K of
Westbank Corporation for the year ended December 31, 1996 and to the
reference to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Hartford, Connecticut
June 19, 1997
(LETTERHEAD OF DOHERTY, WALLACE, PILLSBURY & MURPHY, P.C.)
EXHIBIT 5
June 19, 1997
Westbank Corporation
225 Park Avenue
West Springfield, MA 01089
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the registration on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), of
300,000 shares (the "Shares") of common stock, par value $2.00
per share, of Westbank Corporation (the "Company") reserved for
issuance pursuant to the Company's Dividend Reinvestment and
Common Stock Purchase Plan (the "Plan"), we have examined such
corporate documents and records of the Company, such other
instruments and certificates of public officials, officers and
representatives of the Company and other persons and such
questions of law as we have deemed necessary or appropriate in
order to render the opinion set forth herein.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as copies and the authenticity of the originals
of such copies.
As to questions of fact material to our opinion expressed
below that we did not independently establish, we have relied
upon certifications of the Company or its officers.
<PAGE>
Westbank Corporation
June 19, 1997
Page 2
Based upon and subject to the foregoing, we are of the
opinion that when the registration statement on Form S-3 relating
to the Shares (the "Registration Statement") shall have become
effective under the Securities Act and any Shares shall have been
duly issued and paid for in accordance with the terms of the
Plan, such Shares will be legally issued, fully paid and
nonassessable.
The foregoing opinion is limited to the Federal Laws of the
United States and the Business Corporation Law of the
Commonwealth of Massachusetts. We are expressing no opinion as
to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and any amendments thereto.
In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of
the Securities Act.
Very truly yours,
/s/ Doherty, Wallace, Pillsbury
& Murphy, P.C.
DOHERTY, WALLACE, PILLSBURY & MURPHY, P.C.
