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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
JANUARY 29, 1999
WESTBANK CORPORATION
(Exact name of registrant as specified in charter)
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<S> <C> <C>
MASSACHUSETTS 000-12784 04-2830731
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
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225 PARK AVENUE, P.O. BOX 149, WEST SPRINGFIELD, MA 01090-0149
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (413) 747-1400
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Item 5 - Other Events
Pursuant to the terms of the Affiliation and Merger Agreement (the
"Agreement"), dated July 15, 1998, by and among Westbank Corporation, ("WBKC")
Park West Bank and Trust Company, Cargill Bancorp, Inc. ("Cargill") and Cargill
Bank, at the close of business on Friday, January 29, 1999 (the "Effective
Time"), WBKC acquired all of the issued and outstanding common stock, $0.01 par
value, of Cargill.
Under the terms of the Agreement, for each share of Cargill Common
Stock, shareholders were to receive WBKC Common Stock based upon an exchange
ratio obtained by dividing $17.00 per share by the market value of WBKC Common
Stock. The market value was computed based upon the average of the closing
prices of WBKC shares for a period of 20 consecutive trading days ending on the
fifth trading day prior to the last regulatory approval. Based upon this average
price ($12.4501), each share of Cargill will be exchanged for 1.3655 shares of
WBKC. WBKC will account for the transaction as a pooling-of-interests and
expects to issue an aggregate of approximately 400,164 shares in exchange for
the Cargill shares.
Cargill Bank will retain its name and Connecticut charter and operate
its three offices in Northeastern Connecticut as a separate subsidiary of
Westbank Corporation.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
a. None
b. None
c. Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTBANK CORPORATION
Date: February 3, 1999 By: /s/ John M. Lilly
______________________________________
John M. Lilly
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- - ----------- -----------
99 WBKC Press Release dated February 1, 1999.
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EXHIBIT 99
WESTBANK CORPORATION
P.O. BOX 149
WEST SPRINGFIELD, MA 01090-0149
FOR IMMEDIATE RELEASE
February 1, 1999
FOR MORE INFORMATION CONTACT:
John M. Lilly, Treasurer and Chief Financial Officer - (413) 747-1465
Donald R. Chase, President and Chief Executive Officer of Westbank Corporation
(NASDAQ/WBKC), announced the completion of the acquisition of Cargill Bancorp,
Inc. (Cargill) effective at the close of business Friday, January 29, 1999.
Cargill served as the holding company for Cargill Bank, which will continue to
operate its three (3) banking offices in Northeastern Connecticut and will
retain its name and Connecticut charter as a separate subsidiary of Westbank
Corporation. Westbank Corporation is the parent company of Park West Bank and
Trust Company, a Massachusetts chartered commercial bank and trust company,
which operates thirteen (13) banking offices in Massachusetts, throughout
Hampden County.
Under the terms of the merger agreement, each share of Cargill will be exchanged
for 1.3655 shares of Westbank Corporation. Total assets of the combined
Corporation are in excess of $400 million. Westbank will issue a total of
400,164 shares. Westbank Corporation will account for the acquisition as a
pooling-of-interests.
Chase said, "We look forward to the opportunity to work with the Cargill
shareholders, staff and customers in expanding our market into Connecticut. The
acquisition will allow Cargill to offer a wider range of products and services
in the Northeast Connecticut market."
