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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 12, 1999
WESTBANK CORPORATION
(Exact name of registrant as specified in charter)
MASSACHUSETTS 0-12784 04-2830731
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
225 PARK AVENUE, P.O. BOX 149, WEST SPRINGFIELD, MA
01090-0149 (Address of principal executive offices,
including zip code)
Registrant's telephone number, including area code: (413) 747-1400
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEMS 1-4. NOT APPLICABLE.
ITEM 5. OTHER EVENTS.
Cargill Bank ("Cargill"), a wholly owned subsidiary of Westbank
Corporation ("Westbank"), has entered into an agreement with PM Holdings, Inc.,
("PM Holdings") a wholly owned subsidiary of Phoenix Home Life Mutual Insurance
Company ("Phoenix") and PM Trust Holding Company, a wholly owned subsidiary of
PM Holdings to purchase the Connecticut banking division of New London Trust,
FSB. The sale will occur immediately after PM Trust's acquisition of all the
outstanding capital stock of New London Trust from Sun Life Assurance Company of
Canada (U.S.). New London Trust is a $325 million federal savings bank which
also operates a trust division with assets of $1 billion. New London Trust has
five New Hampshire branches in New London, Hanover, Andover and Newbury; trust
offices in New London, Hanover and Peterborough, NH; and two Connecticut
branches in Danielson and Putnam.
Following the acquisition of New London Trust by PM Trust, PM Trust
will retain the trust business and the three trust offices. Immediately
following the transaction, PM Trust will sell the assets, liabilities and the
banking offices of New London Trust's New Hampshire banking operations to Lake
Sunapee Bank, fsb and Mascoma Savings Bank and the Connecticut banking
operations to Cargill.
Westbank will acquire the two branches of New London Trust in Danielson
and Putnam, Connecticut with assets totaling $110 million to add to its recently
acquired Cargill Bank subsidiary. Upon completion, the New London Trust offices
in Danielson and Putnam, Connecticut will become branch offices of Cargill Bank,
which will operate five banking offices with a total of $165 million in assets.
The combined assets of Westbank upon completion of the acquisition of the two
Connecticut branch offices will be in excess of $525 million.
Cargill's purchase of the Connecticut branches is subject to regulatory
approval and is expected to be completed in the fourth quarter of 1999. The
acquisition agreement was publicly announced in a press release dated April 12,
1999, a copy of which is attached hereto as Exhibit 99.1.
ITEM 6. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
a. Financial Statements of Businesses Acquired.
Not Applicable
b. Pro forma Financial Information.
Not Applicable
c. Exhibits: The following Exhibits are filed as part of
this report:
EXHIBIT NO. DESCRIPTION
99.1 Press Release issued April 12, 1999.
ITEM 8. NOT APPLICABLE.
ITEM 9. NOT APPLICABLE.
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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
By: /s/ John M. Lilly
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John M. Lilly,
Treasurer and Chief Financial
Officer
Date: April 22, 1999
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EXHIBIT INDEX
Exhibit Description
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99.1 Press Release issued April 12, 1999.
WESTBANK EXPANDS IN CONNECTICUT
As part of its strategy of regional expansion through acquisitions, Westbank
Corporation announced the signing of a Branch Purchase Agreement with the
Phoenix Home Life Mutual Insurance to acquire the Connecticut banking division
of New London Trust, F.S.B., New London, NH. Phoenix Home Life is a Fortune 500
company headquartered in Hartford, CT.
"The opportunity to add the Connecticut division of New London Trust to our
recently acquired Cargill Bank subsidiary is extremely compelling", said Donald
R. Chase, president and Chief Executive Officer of Westbank Corporation. "We
become the bank with the leading deposit market share in Northeast Connecticut.
At the same time, we obtain an extremely competent senior management team to
augment our Cargill Bank staff. Finally, it is immediately accretive to cash
earnings per share", he commented.
The Connecticut division of New London Trust operates offices in Danielson and
Putnam, CT, with assets totaling $110 million. The acquisition, which is subject
to regulatory approval, is expected to be completed in the fourth quarter of
this year. Upon completion, the New London Trust offices in Danielson and
Putnam, CT will become offices of Cargill Bank, which will operate five banking
offices with a total of $165 million in assets.
Cargill Bank is a well-respected local community bank that is dedicated to
continuing New London Trust's commitment to superior customer service, active
community involvement, and local
decision-making.
Westbank Corporation is also the parent company of Park West Bank and Trust
Company, a Massachusetts chartered commercial bank. The combined assets of the
Corporation upon completion of the acquisition will be in excess of $525
million.
