WESTBANK
CORPORATION
Notice of
Annual Meeting
of Shareholders
April 16, 1997
and
Proxy Statement
Your Vote is Important
You are urged to exercise your right to vote by indicating your
choices on the enclosed proxy card. Please date, sign and
promptly return your proxy card in the enclosed
postage-paid envelope. You may, nevertheless, vote in
person if you attend the meeting.
<PAGE>
WESTBANK CORPORATION
225 Park Avenue
West Springfield, Massachusetts 01089-3310
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
To be held Wednesday, April 16, 1997
March 17, 1997
To the Shareholders of Westbank Corporation:
Notice is hereby given that the 1997 Annual Meeting of
Shareholders of Westbank Corporation (the "Corporation") will be
held at 9:00 A.M., on Wednesday, April 16, 1997 at the Carriage
House at Storrowton Tavern, 1305 Memorial Avenue, West Springfield,
Massachusetts, 01089, for the following purposes, all as set forth
in the Proxy Statement accompanying this notice:
1. To fix the number of Directors of the Corporation at ten.
2. Election of the individuals listed as nominees in the
Proxy Statement accompanying this notice of meeting.
3. Ratification of the appointment of the firm of Deloitte &
Touche LLP as the Corporation's independent public
accountants for the fiscal year ending December 31, 1997.
4. To act upon such other matters as may properly be
brought before the meeting or any adjournment thereof.
The record date and hour for determining shareholders entitled
to notice of, and to vote at, the meeting has been fixed at 5:00
P.M., March 3, 1997.
By order of the Board of Directors
Robert J. Perlak
Clerk
West Springfield, Massachusetts
March 17, 1997
PLEASE SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN
THE ENVELOPE ENCLOSED FOR THAT PURPOSE. YOU MAY NEVERTHELESS
VOTE IN PERSON IF YOU DO ATTEND THE MEETING.
<PAGE>
PROXY STATEMENT
Approximate date of mailing
March 17, 1997
WESTBANK CORPORATION
225 Park Avenue
West Springfield, Massachusetts 01089-3310
(413) 747-1400
NOTICE OF 1997 ANNUAL MEETING OF SHAREHOLDERS
To be held April 16, 1997
INTRODUCTION
This Proxy Statement is furnished to shareholders in connection with
the solicitation of proxies on behalf of the Board of Directors of
Westbank Corporation (the "Corporation") to be used at the 1997
Annual Meeting of Shareholders of the Corporation to be held at the
Carriage House at Storrowton Tavern, 1305 Memorial Avenue, West
Springfield, Massachusetts 01089 on Wednesday, April 16, 1997 at
9:00 A.M. and at any adjournments thereof.
The close of business on March 3, 1997, has been fixed as the record
date for determination of shareholders of the Corporation entitled
to notice of and to vote at the 1997 Annual Meeting of Shareholders.
The only class of issued and outstanding voting securities of the
Corporation is the $2.00 par value Common Stock (the "Common
Stock"). As of the record date the number of shares of Common Stock
outstanding and entitled to vote at the 1997 Annual Meeting of
Shareholders is 3,445,109. Each share of Common Stock is entitled
to one vote.
The affirmative vote of a majority of the shares of Common Stock of
the Corporation represented at the 1997 Annual Meeting is required
to fix the number of Directors and to appoint the auditor of the
Corporation. The affirmative vote of the plurality of the votes
cast by shareholders is required to elect Directors.
Execution of the enclosed proxy will not affect the shareholder's
right to attend the meeting and vote in person as a shareholder
giving a proxy has the power to revoke it any time before it is
exercised by delivering notice of revocation, or a duly executed
proxy bearing a later date, to the Treasurer of the Corporation.
<PAGE>
ELECTION OF DIRECTORS
The By-Laws of the Corporation provide in substance that the Board
of Directors shall be divided into three classes as nearly equal in
number as possible, and that the term of office of one class shall
expire and a successor class shall be elected at each annual meeting
of shareholders. The By-Laws of the Corporation also provide that
the shareholders fix the exact number of Directors at the annual
meeting of shareholders. The Corporation's Board of Directors
presently consists of twelve members. Directors Fitzgerald and
Mawdsley have informed the Corporation of their intent to retire as
Directors of the Corporation and have tendered their resignations as
Directors effective April 4, 1997.
It is proposed by the Board of Directors that at the 1997 Annual
Meeting the number of Directors who shall constitute the full Board
of Directors until the next annual meeting be fixed at ten. In
accordance with the By-Laws of the Corporation three nominees shall
be elected to serve a three-year term until the 2000 Annual Meeting
of Shareholders and that one nominee be elected to serve a one-year
term until the 1998 Annual Meeting of Shareholders and for such
further time as may be required for the election and qualification
of their successors. The one nominee proposed to be elected to a
one-year term will fill the class of Directors who serve until the
1998 Annual Meeting for the purpose of making all classes as nearly
equal in number as required by the By-Laws. Unless returned proxies
properly indicate that authority to vote for any of the nominees
named herein is withheld, all proxies received by the Corporation in
time for the 1997 Annual Meeting of Shareholders will be voted to
fix the number of Directors at ten and, in the event the number of
Directors is so fixed, in favor of the election of the nominees
listed below. In the event any of the nominees named herein becomes
unable or unwilling to accept nomination for election, the persons
identified as proxies in the accompanying form of proxy and
authorized to vote in the election will vote the shares represented
by executed proxies in favor of the nomination and election of such
substitute nominees as the Board of Directors of the Corporation may
select.
The following tables name the individuals nominated for Director,
and those Directors of the Corporation who will continue to serve
after the meeting, and indicate their age, the period of time they
have served as Director of the Corporation or its predecessor, their
position with the Corporation, and their principal occupation or
employment. No nominee or Director holds a directorship in any
corporation, other than the Corporation, with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of
1934 or subject to the requirements of Section 15(d) of such Act or
any corporation registered as an investment corporation under the
Investment Company Act of 1940.
<PAGE>
The following individuals are nominees for election as a Director of
the Corporation at this 1997 Annual Meeting to serve for a
three-year term until the 2000 Annual Meeting of Shareholders:
Has Served
Nominee and On Board of
Current Occupation Directors of the
or Employment; Corporation or Corporate
Business Experience Its Predecessor Offices
During Past 5 Years Age Since Held
Leroy F. Jarrett 69 1961 Director
President and Treasurer,
New England Church Interiors
Ernest N. Laflamme, Jr. 65 1987 Director,
Treasurer, City of Chicopee; Vice Chairman
President, Laflamme Oil of the Board
Alfred C. Whitaker 70 1961 Director,
Sales Consultant, Burke-Whitaker Chairman of the
Pontiac Cadillac Board and
Assistant Clerk
The following individual is nominated for election as a Director of
the Corporation at this 1997 Annual Meeting of Shareholders for a
one-year term until the 1998 Annual Meeting of Shareholders.
Has Served
Nominee and On Board of
Current Occupation Directors of the
or Employment; Corporation or Corporate
Business Experience Its Predecessor Offices
During Past 5 Years Age Since Held
Paul J. McKenna 70 1961 Director
Orthodontist
The following Directors will continue to serve after the meeting:
Has Served
Nominee and On Board of
Current Occupation Directors of the
or Employment; Corporation or Corporate Term
Business Experience Its Predecessor Offices Expires
During Past 5 Years Age Since Held In
Roland O. Archambault 64 1989 Director 1998
Owner - Park Supply Co.
Mark A. Beauregard 45 1986 Director 1999
Attorney - Resnic, Beauregard,
Waite and Driscoll
<PAGE>
Has Served
Nominee and On Board of
Current Occupation Directors of the
or Employment; Corporation or Corporate Term
Business Experience Its Predecessor Offices Expires
During Past 5 Years Age Since Held In
David R. Chamberland 58 1989 Director 1999
President, Chicopee Building
Supply, Inc.
Donald R. Chase 50 1990 Director, 1998
President and Chief Executive Officer, President and
Westbank Corporation; President and Chief Executive
Chief Executive Officer; Park West Officer
Bank and Trust Company
Robert J. Perlak 61 1987 Director 1999
Private Investor - Formerly and Clerk
Assistant Chief Probation Officer
of Hampden County
James E. Tremble 58 1986 Director 1999
President,
Valley Cinema, Inc.
The total number of special and regular meetings of the Board of
Directors of the Corporation during the fiscal year ended December
31, 1996 was 15. Each Director attended at least 75% of all Board
of Directors meetings held in 1996 during the period for which each
was a Director. In addition to serving as Directors of the
Corporation, board members also serve as the Board of Directors of
the Corporation's wholly owned subsidiary, Park West Bank and Trust
Company ("Park West"). During 1996, the Board of Directors of Park
West met 27 times. All Directors attended at least 75% of all board
meetings of Park West during the period for which each was a
Director.
Committees
The Board of Directors each year appoints Directors to serve on
standing committees of the Board of Directors, including the
Executive Committee, the Compensation Committee, the Nominating
Committee and the Audit Committee. The members of the Executive
Committee, the Compensation Committee, the Nominating Committee and
the Audit Committee of the Corporation also make up these same
committees for Park West. All Directors attended at least 75% of
the meetings of committees of which they were a member during the
period each was a Director.
Executive Committee
The members of the Executive Committee of the Corporation and Park
West in 1996 were Messrs. Mawdsley, Chase, Fitzgerald, Jarrett,
Whitaker and Laflamme. The Executive Committee met 27 times during
1996.
Compensation Committee
The members of the Compensation Committee in 1996 were Messrs.
Mawdsley, Fitzgerald, Jarrett, Whitaker and Laflamme. The
Compensation Committee met 5 times in 1996.
<PAGE>
Nominating Committee
The members of the Nominating Committee in 1996 were Messrs. Chase,
Fitzgerald, Laflamme, Chamberland and Whitaker. The Committee
nominates Directors for election by shareholders at the annual
meeting, reports to the Board of Directors on or before December 31
of each year its nominations and submits its nominees for Directors
for publication in the Notice of Annual Meeting of Shareholders and
Proxy Statement. The Committee met 2 times during 1996. The
Nominating Committee will consider nominees recommended by the
Corporation's shareholders prior to December 1 of each year.
Audit Committee
The members of the Audit Committee of Park West in 1996 were Messrs.
Perlak, Archambault, Jarrett, Mawdsley and McKenna. The Committee
makes recommendations concerning the selection of an independent
auditor for the Corporation, and reviews the reports of the
independent auditor and that of the internal auditor. The Audit
Committee of Park West met 4 times during 1996.
Executive Officers
In addition to the President of the Corporation who is a Director
and is listed in the tables above, the other Executive Officers of
the Corporation are as follows: Gary L. Briggs, age 46, is Executive
Vice President - Lending of Park West; John M. Lilly, age 48, is
Treasurer and Chief Financial Officer of the Corporation and is also
Executive Vice President and Treasurer of Park West; and Robert A.
Gibowicz, age 53, is Senior Trust Officer of Park West.
BENEFICIAL OWNERSHIP OF STOCK
The following table sets forth certain information as of the record
date with respect to all individuals known to the Corporation to be
the beneficial owner of more than 5% of the outstanding Common Stock
of the Corporation:
Number of Percent of
Name and Address Shares Beneficially Outstanding
of Owner Owned(1) Shares
Richard S. Sullivan
Carol B. Sullivan 286,226 8.3%
96 Prynwood Road
Longmeadow, MA 01106
Donald R. Chase
Diana L. Chase 198,379(2) 5.6%
39 Timber Ridge Road
West Springfield, MA 01089
(1) Under regulations of the Securities and Exchange Commission, a
person is treated as the beneficial owner of a security if the
person directly or indirectly (through contract, arrangement,
understanding, relationship or otherwise) has or shares (a)
voting power, including the power to vote or to direct the
voting, of such security, or (b) investment power with respect
to such security, including the power to dispose or direct the
disposition of such security. A person is also deemed to have
beneficial ownership of any security that such person has the
right to acquire within 60 days.
(2) Included in the shares beneficially owned by Mr. Chase are
138,000 unexercised stock options.
<PAGE>
The following table and related notes set forth information as of
the record date regarding the Corporation's Common Stock
beneficially owned by each Director and nominee and by Directors,
nominees and Officers of the Corporation and Park West:
Number of Percent of
Name of Individual Shares Beneficially Outstanding
or Persons in Group Owned(1)(2)(3) Shares
Roland O. Archambault 19,698 .5%
Mark A. Beauregard 13,100 .4
David R. Chamberland 10,273 .3
Donald R. Chase 198,379(5) 5.6
John E. Fitzgerald 63,865 1.9
Leroy F. Jarrett 76,711(4) 2.2
Ernest N. Laflamme, Jr. 41,003(4) 1.2
Russell Mawdsley 51,715 1.5
Paul J. McKenna 59,537(4) 1.7
Robert J. Perlak 47,157 1.4
James E. Tremble 9,127 .3
Alfred C. Whitaker 35,000(4) 1.0
All Directors, nominees and
Executive Officers as a group
(15 persons, including those
named above)(3)(5) 872,102 25.3
(1) Based upon information provided to the Corporation by the
indicated persons.
(2) Under regulations of the Securities and Exchange Commission, a
person is treated as the beneficial owner of a security if the
person directly or indirectly (through contract, arrangement,
understanding, relationship or otherwise) has or shares (a)
voting power, including the power to vote or to direct the
voting, of such security, or (b) investment power with respect
to such security, including the power to dispose or direct the
disposition of such security. A person is also deemed to have
beneficial ownership of any security that such person has the
right to acquire within 60 days.
(3) The information in the table includes all shares under stock
options which were exercisable on the record date or 60 days
thereafter. As of that date, Mr. Chase owned exercisable
options to purchase 138,000 shares, and all Directors and
Executive Officers as a group owned exercisable options to
purchase 394,200 shares.
(4) Indicates a nominee for election as a Director of the
Corporation at the 1997 Annual Meeting of Shareholders.
(5) For the purposes of the above table, the term "Executive
Officer" means any individual elected as an Executive Officer
of the Corporation or Park West or by their respective Boards
of Directors.
<PAGE>
EXECUTIVE MANAGEMENT COMPENSATION
Compensation decisions for executive officers of the Corporation are
made by the Compensation Committee, and approved by the full Board
of Directors. Mr. Chase, who is a member of the Board of
Directors, as well as an executive officer of the Corporation,
neither participated in nor voted upon his compensation package.
Report of the Compensation Committee on Executive Management
Compensation
Set forth below is the report of the Compensation Committee of the
Corporation regarding executive management compensation, as required
by applicable rules of the Securities and Exchange Commission.
The executive compensation program of the Corporation consists of
three primary components: base salary, cash incentive compensation,
and stock options, all which are administered by the Compensation
Committee.
Decisions by the Compensation Committee relating to the compensation
of the Corporation's executive officers are approved by the full
Board of Directors, except as otherwise set forth herein. In
determining the proper amount of compensation for each executive
officer, the Compensation Committee considers various factors,
including, inter alia:
the performance of the Corporation;
the individual's performance as an executive officer of the
Corporation;
the amount of compensation paid to similarly situated executive
officers in similar sized corporations; and
the length of service with the Corporation.
In early 1994, the Compensation Committee engaged Arthur Andersen &
Co. to assist in establishing salary levels and an incentive
compensation plan for the Corporation's senior executives. The
compensation process recommended by Arthur Andersen & Co. was
adopted by the Compensation Committee and is used as a guide in
determining executive officer compensation.
During 1995, the Corporation engaged the firm of Deloitte & Touche
LLP to review the Bank's retirement plan for executive officers. As
a result of this review the Compensation Committee adopted the
Westbank Supplemental Executive Retirement Plan, (the "Supplemental
Plan"). The purpose of the Supplemental Plan is to provide
executives with retirement benefits that are comparable to those
provided to its other employees.
During 1996, Chief Executive Officer, Donald R. Chase received a
salary increase of $9,909, an increase of seven percent (7%) of his
base salary. The increase was recommended by the Compensation
Committee following its evaluation of Mr. Chase's performance as
Chief Executive Officer, and the overall performance of the
Corporation for 1995. In addition, as a result of the incentive
compensation plan Mr. Chase received a cash bonus of $49,546. In
addition, the Corporation contributed $6,496 to the Supplemental
Plan for the benefit of Mr. Chase. Finally, in recognition of Mr.
Chase's service to the Corporation, and the Corporation's 1995
performance, the Compensation Committee also recommended, and the
Board of Directors granted, 50,000 stock options (at $8.125 per
share) to Mr. Chase pursuant to the terms of the 1996 Stock
Incentive Plan. During 1996, a total of 122,500 stock options (at
$8.125 per share) were granted to participants in the 1996 Stock
Incentive Plan.
The other executive officers named in the Summary Compensation
Table, Messrs. Briggs and Lilly were also granted a salary increase
of seven percent (7%) during 1996 based on the Corporation's and
their individual performance.
<PAGE>
The Compensation Committee believes that the 1996 compensation of
executive officers is reasonable given the Corporation's
performance and utilizing the criteria listed above.
Respectfully submitted by:
Russell Mawdsley John E. Fitzgerald Ernest N. Laflamme, Jr.
Chairman Leroy F. Jarrett Alfred C. Whitaker
The Compensation Committee
Compensation Information
The following table sets forth the cash compensation paid to, as
well as long-term compensation paid for each of the last three
fiscal years, to all executive officers of the Corporation who
received over $100,000.00 in cash compensation during 1996:
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long Term Compensation
Award Payouts
Other
Annual Restricted All Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Position Year Salary($) Bonus($) sation ($) Award(s)($) SARs(#) Payouts sation($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Donald R. Chase, 1996 $151,470 $49,546 N/A N/A 50,000 N/A $22,057*
President and 1995 $141,561 $46,305 N/A N/A N/A N/A $15,595
Chief Executive Officer 1994 $132,300 $ 9,700 N/A N/A 88,000 N/A $17,714
Gary L. Briggs, 1996 $100,980 $33,031 N/A N/A 25,000 N/A $13,535
Executive Vice President- 1995 $ 94,374 $30,870 N/A N/A N/A N/A $12,199
Lending 1994 $ 88,200 N/A N/A N/A 36,000 N/A $ 8,560
John M. Lilly, 1996 $100,980 $33,031 N/A N/A 25,000 N/A $13,535
Treasurer and 1995 $ 94,374 $30,870 N/A N/A N/A N/A $12,199
Chief Financial Officer 1994 $ 88,200 N/A N/A N/A 36,000 N/A $ 8,560
</TABLE>
* Mr. Chase's other compensation during 1996 consisted of a $15,561
contribution to the Money Purchase Pension Plan and a $6,496
contribution to the Corporation's Supplemental Executive
Retirement Plan. Mr. Chase's other compensation during 1995
and 1994 consisted soley of the contribution to the Money
Purchase Pension Plan.
Messrs. Brigg's and Lilly's other compensation during 1996,
1995 and 1994 consisted soley of a contribution to the Money
Purchase Pension Plan.
1985 Incentive Stock Option Plan for Key Employees
In February, 1985, the Board of Directors of the Corporation
unanimously adopted the 1985 Incentive Stock Option Plan for Key
Employees (the "1985 Stock Plan"), which was approved by the
shareholders at the Annual Meeting in April, 1985. The 1985 Stock
Plan was amended by shareholders at the Corporation's 1994 Annual
Meeting, which amendment increased the number of shares of Common
Stock reserved thereunder by 200,000 shares.
The 1985 Stock Plan is administered by the Board of Directors. The
Board of Directors was authorized to grant stock options to the
professional and supervisory employees of the Corporation and its
subsidiaries at any time until February 19, 1995.
<PAGE>
All options were granted at 100% of the fair market value of the
Common Stock of the Corporation on the date of the grant. Each
stock option terminates not more than 10 years after the date of the
grant. Options are exercisable in such installments as may be
determined by the Board of Directors. Payment of stock purchased on
the exercise of a stock option must be made in full at the time the
stock option is exercised. Options may not be assigned or
transferred other than by will or the laws of descent or
distribution.
As of February 19, 1995, the 1985 Stock Option Plan expired. No
options were granted or available for granting during 1996.
A total of 30,584 options were exercised in 1996. No options were
terminated during 1996 and a total of 206,079 options remain
unexercised as of the record date.
1996 Stock Incentive Plan
On February 21, 1996, the Board of Directors unanimously adopted the
Westbank Corporation 1996 Stock Incentive Plan, (the "1996 Plan"),
which was approved by the shareholders at the Annual Meeting in
April 1996.
The 1996 Plan is administered by the Compensation Committee (the
"Committee"). The Committee is authorized to grant Employee Awards
under the 1996 Plan to any employee. In practice, Employee Awards
are made to a group of management employees.
All options were granted at 100% of the fair market value of the
Common Stock of the Corporation on the date of the grant. Each
stock option terminates not more than 10 years after the date of the
grant. Options are exercisable in such installments as may be
determined by the Committee. Payment of stock purchased on the
exercise of a stock option must be made in full at the time the
stock option is exercised. Options may not be assigned or
transferred other than by will or the laws of descent or
distribution.
The Board of Directors may, at any time, terminate and, from time to
time, may amend or modify the 1996 Plan, without approval of
Westbank shareholders to the extent that such shareholder approval
is not required by applicable law or regulation. There is no set
termination date for the 1996 Plan.
A total of 122,500 incentive stock options were granted during 1996
at an exercise price of $8.125 per share. No options granted during
1996 were exercised.
<PAGE>
The charts below disclose information regarding options granted
pursuant to the 1996 Plan as the same apply to the executive
officers named in the Summary Compensation Table:
<TABLE>
OPTIONS/STOCK APPRECIATION RIGHTS (SAR) GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants
Percent of
Total Potential realizable
Options/ value at assumed
SARs annual rates of
Granted to stock price
Options/ Employees Exercise or appreciation for
SARs In Fiscal Base Price Expiration option term
Name Granted # Year ($/Sh) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Donald R. Chase, 50,000 41% $8.125 07/03/08 $13.23 $23.18
President and
Chief Executive Officer
Gary L. Briggs, 25,000 20% $8.125 07/03/08 $13.23 $23.18
Executive Vice President
Lending
John M. Lilly, 25,000 20% $8.125 07/03/08 $13.23 $23.18
Treasurer and
Chief Financial Officer
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<CAPTION>
Value of
Number of Unexercised
Unexercised In-The-Money
Options/SARs Options/SARs
Shares at FY-End (#) at FY-End($)
Acquired on Value Realized Exercisable Exercisable
Name Exercise (#) ($) Unexercisable Unexercisable(1)
<S> <C> <C> <C> <C>
Donald R. Chase, None N/A 181,058 $677,982
President and
Chief Executive Officer
Gary L. Briggs, None N/A 79,485 $287,762
Executive Vice President
Lending
John M. Lilly, None N/A 70,500 $221,875
Treasurer and
Chief Financial Officer
</TABLE>
(1) Based on the difference between the closing price of the Common
Stock on Decembr 31, 1996, which was $9.50, and the option
exercise price for each underlying grant.
<PAGE>
Long Term Incentive Plans and Retirement Plans
The Corporation does not maintain any "Long Term Incentive Plans"
for its Executive Officers.
The Corporation has no pension, profit-sharing or similar plans for
its Executive Officers or employees. As set forth below, however,
the Executive Officers and employees are eligible to participate in
the Park West Money Purchase Pension Plan.
PARK WEST. Park West maintains a Money Purchase Pension Plan (the
"Plan") available to employees of the Corporation and Park West.
Full-time employees become eligible to participate in the Plan when
they have both (i) reached the age of 20-1/2 and (ii) completed six
months of service (as defined in the Plan).
Contributions to the Plan may be made by both Park West and a
participant. Park West's contributions will be made to the Plan
whether or not a participant chooses to contribute. The annual
contribution by Park West to each participant's account for 1996
equals 7% of a participant's annual compensation plus 5.7% of a
participant's annual compensation in excess of the participant's
Social Security Taxable Wage Base. During 1996, Park West
contributed $15,561 for the account of Donald R. Chase and $13,535
for the accounts of Messrs. Briggs and Lilly. The contribution to
the accounts of Messrs. Chase, Briggs and Lilly are included in the
"All Other Compensation" column of the Summary Compensation Table.
During 1996, Park West contributed in the aggregate $47,011 for the
accounts of all Executive Officers of Park West to the Money
Purchase Pension Plan.
Director Compensation
During 1996, Directors of the Corporation who are not salaried
employees received Directors' fees of $10,000. The Chairman of the
Board of Directors received annual remuneration of $15,000, while
the Clerk of the Corporation received an annual fee of $12,500.
Directors who are also salaried employees receive no additional
compensation for their services as Directors of the Corporation.
1995 Directors Stock Option Plan
In February 1995, the Board of Directors of the Corporation
unanimously adopted the 1995 Directors Stock Option Plan (the "1995
Plan"), which was approved by the shareholders at the Annual Meeting
in April 1995.
The 1995 Plan is administered by the non-employee directors. The
purpose of the 1995 Plan is to enhance the Corporation's ability to
attract and retain highly qualified individuals to serve as members
of the Corporation's Board of Directors and to provide additional
incentives to non-employee directors to promote the success of the
Corporation.
Under the 1995 Plan eligible directors were granted options to
purchase 1,000 shares at an exercise price of $7.125 per share
during 1996. On each anniversary of the effective date of the 1995
Plan each eligible director shall be granted an option to purchase
1,000 shares of the Corporation's Common Stock. A total of 11,000
options were granted during 1996 at an option price of $7.125 per
share and a total of 11,000 options were granted during 1997 at an
exercise price of $9.375. A total of 70,000 shares remain available
for future grants under the 1995 Plan.
Each stock option terminates not more than 10 years after the date
of the grant. Payment of stock purchased on the exercise of an
option must be made in full at the time the stock option is
exercised. Options may not be assigned or transferred other than by
will or the laws of decent or distribution. No stock options were
exercised during 1996.
<PAGE>
1996 Stock Incentive Plan
On February 21, 1996, the Board of Directors adopted the Westbank
Corporation 1996 Stock Incentive Plan (the "1996 Plan"), which was
approved by the shareholders at the Annual meeting in April 1996.
The 1996 Plan authorizes the automatic grant of nonqualified stock
options ("Director Stock Options") to non- employee Directors
("Eligible Directors") upon the terms and conditions set forth in
the 1996 Plan. The 1996 Plan is intended to provide incentives and
rewards for Employees and Eligible Directors (i) to support the
execution of Westbank's business and human resource strategies and
the achievement of its goals and (ii) to associate the interests of
Employees and Eligible Directors with those of Westbank's
shareholders.
Under the 1996 Plan Eligible Directors were granted options to
purchase 1,000 shares at an exercise price of $8.00 per share during
1996. At the 1997 Annual Meeting and each year thereafter until the
meeting in 2001, each Eligible Director, who was an Eligible
Director immediately preceding such Annual Meeting and who has been
elected as a Director at such Annual Meeting shall automatically be
granted Director Stock Options for 1,000 shares of Westbank Common
Stock if, but only if, the return on common equity of Westbank as
set forth in Westbank's annual report to shareholders for the
immediately preceding fiscal year is equal to or greater than 12%.
Based on the Corporation's 1996 financial results, each Eligible
Director is entitled to a grant of 1,000 shares of Westbank Common
Stock for 1997 at an exercise price that is equal to the fair market
value of the stock on the date of the grant.
No Director Stock Option may be exercisable later than twenty years
and one day from the date of its grant. However, if an Eligible
Director ceases to be an Eligible Director for any reason, all
Director Stock Options which are otherwise exercisable shall
terminate on the earlier of three years after such cessation date or
the expiration date, whichever first occurs. No Director Stock
Options were exercised during 1996.
Employment and Termination Agreements
Donald R. Chase has entered into a Termination Agreement with Park
West regarding termination of employment subsequent to a "change in
control" of Park West, as defined in the Termination Agreement.
Following the occurrence of a change in control, if Mr. Chase's
employment is terminated (except because of retirement, death,
disability, or for "cause" as defined in the Termination Agreement)
or is voluntarily terminated by Mr. Chase for "good reason" as
defined in the Termination Agreement, then Mr. Chase shall be
entitled to a lump sum payment approximately equal to three times
his average annual compensation for the previous five years.
<PAGE>
Performance Comparison Graph
Set forth below is a graph illustrating the return that would have
been realized (assuming reinvestment of dividends) by an investor
who invested $100 on December 31, 1991 in each of the following:
(a) The Standard & Poor's 500 Index
(b) A hypothetical fund with investments in the stock of peer
corporations (the "Peer Group")
(c) Westbank Corporation
The Peer Group consists of New England community banks, traded on
NASDAQ National Stock Market, with assets totaling less than $500
million, not located in the metropolitan areas of New York or
Boston. The members of the Peer Group are:
BNH Bancshares, Inc. New England Community Bancorp
Bank of Southington New Milford Bank & Trust
Granite State Bankshares, Inc. Village Bancorp, Inc.
YEAR WESTBANK PEER S & P 500
1991 100 100 100
1992 146 95 104
1993 273 137 112
1994 301 142 110
1995 387 210 146
1996 552 308 173
<PAGE>
Miscellaneous
During 1996, certain of the Corporation's Executive Officers,
Directors and nominees for Director, beneficial owners of more than
5% of the outstanding common stock of the Corporation and members of
their immediate family and associates have had, and expect to have
in the future, transactions in the ordinary course of business with
Park West, including borrowings, on substantially the same terms,
including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons, and not
involving more than normal risk of collectibility or presenting
other unfavorable features.
EMPLOYEE STOCK OWNERSHIP PLAN
On January 1, 1989, the Corporation's Employee Stock Ownership Plan
(the "ESOP") became effective. The ESOP is administered and
otherwise governed by the provisions of the ESOP and a related Trust
Agreement. Pursuant to the terms of the ESOP, the Trustee may
invest the ESOP's Trust Assets in, among other investments, shares
of the Common Stock of the Corporation. As of the record date, no
shares of the Common Stock of the Corporation were owned by the ESOP
Trust.
DIVIDEND REINVESTMENT PLAN
In 1989, the Corporation implemented a Dividend Reinvestment and
Common Stock Purchase Plan, (the "Dividend Reinvestment Plan") which
was amended during 1995 and the amendment was approved by the
shareholders at the 1995 Annual Meeting. Pursuant to the amended
Dividend Reinvestment Plan, shareholders of the Corporation's Common
Stock may invest all or a portion of that shareholder's quarterly
cash dividend, plus up to $10,000 per calendar quarter, in
additional shares of the Corporation's Common Stock. During 1996,
94,615 shares of the Corporation's Common Stock were purchased
through the Dividend Reinvestment and Common Stock Purchase Plan.
SHAREHOLDER RIGHTS PLAN
In 1989, the Corporation adopted a Shareholders Rights Plan, which
plan is intended to protect the interests of Shareholders in the
event the Corporation is confronted with a hostile takeover.
The Shareholder Rights Plan does not prevent an acquisition of the
Corporation on terms that are in the best interests of the
Shareholders. Under the terms of the Shareholder Rights Plan, the
Corporation has declared a dividend distribution of one Common Stock
Purchase Right for each outstanding share of Common Stock of the
Corporation to Shareholders of record as of January 2, 1990. A
Common Stock Purchase Right entitles a registered Shareholder to
purchase one share of Common Stock at an exercise price of $36 per
share, subject to adjustment. The Common Stock Purchase Right may
be exercised only upon the occurrence of certain events, including
an attempted hostile takeover, as described in the Shareholder
Rights Agreement. As of the record date, no Common Stock Purchase
Rights have been or are exercisable.
RATIFICATION OF THE SELECTION OF
CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche LLP ("Deloitte"), certified public accountants,
have served as auditors for the Corporation and as auditors for Park
West since 1994, and subject to ratification by the shareholders,
that firm has been chosen by the Board of Directors to act as the
Corporation's auditor for 1997. During 1996, Deloitte provided
audit services in connection with the examination of the financial
statements of the Corporation and Park West and other accounting
matters. Neither Deloitte nor any of its partners has any direct or
indirect financial interest in, or connection (other than as
independent auditor) with, the Corporation or Park West.
<PAGE>
A representative of Deloitte & Touche LLP is expected to be present
at the Corporation's 1997 Annual Meeting of Shareholders. He/she
will have the opportunity to make a statement if he/she desires to
do so and will be available to respond to appropriate questions.
The Board of Directors recommends a vote FOR ratification of the
selection of Deloitte & Touche LLP as the Corporation's auditor, and
unless otherwise directed, proxies will be voted in favor of this
selection.
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of
the Corporation is not aware of any business to be presented at the
1997 Annual Meeting other than matters referred to in the Notice of
Annual Meeting and this Proxy Statement. If any other matters
properly come before the meeting, or any adjournment thereof, the
enclosed Proxy will be voted on such matters in accordance with the
recommendations of the Corporation's Board of Directors.
AGREEMENT WITH REGULATORY AUTHORITIES
Between December 22, 1994 and December 12, 1996, Park West has been
operating 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"). On December 12, 1996 the Memorandum was released.
MISCELLANEOUS
The expense of this solicitation on behalf of the Board of Directors
will be paid by the Corporation. To the extent necessary in order
to assure sufficient representation of shareholders at the meeting,
officers and employees of the Corporation or Park West may
personally, by telephone or by other means, contact shareholders to
request the return of proxies. Banks, brokerage houses and other
institutions, nominees or fiduciaries will be requested to forward
the proxy material to beneficial owners in order to solicit
authorizations for the execution of proxies. The Corporation may,
upon request, reimburse such banks, brokerage houses and other
institutions, nominees and fiduciaries for their expenses in
forwarding such material.
SHAREHOLDER PROPOSALS
Holders of the Common Stock of the Corporation who wish to submit
proposals to be considered at the next Annual Meeting of
Shareholders of the Corporation, which meeting is scheduled to be
held on April 15, 1998, must submit such proposals to the
Corporation on or before November 21, 1997.
<PAGE>
ANNUAL REPORT
A copy of the Corporation's Annual Report for 1996 including
financial statements is enclosed. The Annual Report is not to be
regarded as proxy soliciting material.
By order of the Board of Directors
Robert J. Perlak
Clerk
Dated: March 17, 1997
NOTICE
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-K FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED WITHOUT
CHARGE BY ANY SHAREHOLDER OF THE CORPORATION UPON WRITTEN REQUEST
ADDRESSED TO JOHN M. LILLY, TREASURER, 225 PARK AVENUE, WEST
SPRINGFIELD, MASSACHUSETTS 01089-3310.
<PAGE>
PROXY CARD
WESTBANK CORPORATION
PROXY FOR 1997 ANNUAL SHAREHOLDERS MEETING -- APRIL 16, 1997
I, the undersigned holder of common stock of Westbank Corporation, hereby
appoint Lloyd S. Hall and Joseph L. Rolak, or either of them, with the power
of substitution, proxies of the undersigned to vote the shares of the
undersigned at the 1997 Annual Meeting of Shareholders of Westbank Corporation
to be held at 9:00 a.m., April 16, 1997 at the Carriage House at Storrowton
Tavern, 1305 Memorial Avenue, West Springfield, Massachusetts, and at any
adjournment thereof, with all the powers the undersigned would possess if
personally present. Said proxies are specfically authorized to vote as
indicated below.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" EACH PROPOSITION LISTED BELOW
UNLESS AUTHORITY IS WITHHELD OR OTHERWISE INDICATED. ALL PROXIES
EXECUTED CORRECTLY WILL BE VOTED AS DIRECTED. IF ANY OTHER BUSINESS IS
PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
1. FIXING THE NUMBER OF DIRECTORS. To fix the number of Directors
of the Corporation at ten (10).
FOR AGAINST ABSTAIN
2. ELECTION OF DIRECTORS. To elect the following Directors of the
Corporation for a three-year term until the 2000 Annual Meeting
of Shareholders.
Leroy F. Jarrett FOR AGAINST ABSTAIN
Ernest N. Laflamme, Jr. FOR AGAINST ABSTAIN
Alfred C. Whitaker FOR AGAINST ABSTAIN
3. SELECTION OF CERTIFIED PUBLIC ACCOUNTANTS. To ratify the appointment,
by the Board of Directors, of Deloitte & Touche LLP as independent
public accountants for the fiscal year ending December 31, 1997.
4. OTHER BUSINESS. In their discretion, to act upon the transaction of
such other business as may properly come before the meeting and any
adjournment thereof.
Date:
(Signature of Shareholder)
(Signature of Shareholder)
When signing as Attorney,
Executor, Administrator, Trustee
or Guardian, please give full
title. If more than one
Trustee, all should sign. All
joint owners must sign.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
