ITEM 1 - BUSINESS
Reference is made to Page 5 of the Corporation's Annual Report to Stockholders for the year ended December 31, 1994, wherein this subject is covered.
STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES
The following statistical tables and accompanying text provide required financial data about the Corporation and should be read in conjunction with the consolidated financial statements and related notes, appearing in the 1994 Annual Report to Stockholders and is incorporated herein by reference thereto: Page of Annual Report
I - Distribution of Assets, Liabilities and Stockholders' Equity: Interest Rates and Interest Differential 9
Rate/Volume Analysis of Interest Margin on Earning Assets 10
II - Investment Portfolio 11, 26-28, 34
III - Loan Portfolio 12, 28, 29, 34
a. Types of Loans 12
b. Maturities and Sensitivity to Changes in Interest Rates 8 and 12
c. Nonperforming Loans/Assets 14 and 15
IV - Summary of Loan Loss Experience 13 and 14
V - Deposits 15, 30, 34
VI - Return on Equity and Assets 15
VII - Short Term Borrowing 15 and 30
I - 1
ITEM 2
ITEM 2 - PROPERTIES
The Corporation's principal banking subsidiary, Park West Bank and Trust Company ("Park West") operates eight banking offices located as follows:
LOCATION OWNED LEASED TOTAL
Agawam (Feeding Hills) 1 1 Chicopee 1 1 East Longmeadow 1 1 Holyoke 1 1 West Springfield 2 1 3 Westfield 1 1 5 3 8
All general banking offices except the one in Holyoke have drive-in facilities. Twenty-four hour automated teller machines are located in the three West Springfield branches, one each in Agawam, Chicopee, East Longmeadow and Westfield.
Title to the properties described as owned in the foregoing table is held by the Bank with warranty deed with no material encumbrances. Park West owns, with no material encumbrances, land adjacent to the main office which is available for parking, and also through a subsidiary, owns one other property consisting of land, also used as a parking lot adjacent to the main office. The Bank also owns the property on which its former Operations Center was located and is presently leased. In addition, the Bank holds other real estate as a result of foreclosure proceedings.
All of the property described as leased in the foregoing table is leased directly from independent parties. Management considers the terms and conditions of each of the existing leases to be in the aggregate favorable to the Bank.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS
Certain litigation is pending against the Corporation and the Bank. Management, after consultation with legal counsel, does not anticipate that any liability arising out of such litigation will have a material effect on the Corporation's Financial Statements.
ITEM 4
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
I - 2
PART II
ITEM 5
ITEM 5 - MARKET FOR CORPORATION'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
Reference is made to the inside back cover of the Corporation's Annual Report to Stockholders for the year ended December 31, 1994, wherein this subject is covered.
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
Reference is made to page 6 of the Corporation's Annual Report to Stockholders for the year ended December 31, 1994, wherein this subject is covered.
ITEM 7
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to pages 7 through 18 of the Corporation's Annual Report to Stockholders for the year ended December 31, 1994, wherein this subject is covered.
ITEM 8
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to pages 20 through 35 of the Corporation's Annual Report to Stockholders for the year ended December 31, 1994, wherein this subject is covered.
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
NONE
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PART III
ITEM 10
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE CORPORATION
Reference is made to pages 3 through 6, of the Corporation's Proxy Statement to Stockholders for the 1994 Annual Meeting scheduled for April 19, 1995, wherein this subject is covered.
ITEM 11
ITEM 11 - EXECUTIVE COMPENSATION
References is made to pages 8 through 11, of the Corporation's Proxy Statement to Stockholders for the 1994 Annual Meeting scheduled for April 19, 1995, wherein this subject is covered.
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Reference is made to pages 6 and 7, of the Corporation's Proxy Statement to Stockholders for the 1994 Annual Meeting scheduled for April 19, 1995, wherein this subject is covered.
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reference is made to pages 6 through 12, of the Corporation's Proxy Statement to Stockholders for the 1994 Annual Meeting scheduled for April 19, 1995, wherein this subject is covered under the caption "Beneficial Ownership of Stock and Executive Compensation - Miscellaneous".
III - 1
PART IV
ITEM 14
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
The following documents are filed as a part of this report:
1. Financial Statements
The following financial statements are incorporated in this Annual Report on Form 10-K by reference to the Corporation's Annual Report to Stockholders for the year ended December 31, 1994:
WESTBANK CORPORATION Page of Annual Report
Independent Auditors' Reports 19 Consolidated Balance Sheets at December 31, 1994 and 1993 20 Consolidated Statements of Income for the years ended December 31, 1994, 1993 and 1992 21 Consolidated Statement of Stockholders' Equity from January 1, 1992, to December 31, 1994 22 Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992 23 Notes to Consolidated Financial Statements 24 - 35
A current report on Form 8-K Reporting other Events was filed by the Registrant on:
NONE
2. Financial Statement Schedules
Financial Statement Schedules are omitted because they are inapplicable or not required.
3. Exhibits
See accompanying Exhibit Index.
IV - 1
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, thereunto duly authorized.
WESTBANK CORPORATION
By: Donald R. Chase, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date
Donald R. Chase President and Chief	 			 March 24, 1995 Executive Officer and Director
Alfred C. Whitaker Chairman of the Board			 March 24, 1995 and Director
John M. Lilly Treasurer and Chief Financial	 March 24, 1995 Officer
Roland O. Archambault Director March 24, 1995
Mark A. Beauregard Director March 24, 1995
David R. Chamberland Director March 24, 1995
John E. Fitzgerald Director March 24, 1995
Leroy F. Jarrett Vice Chairman of the Board		 March 24, 1995 and Director
Ernest N. Laflamme, Jr. Director						 March 24, 1995
Russell Mawdsley Director March 24, 1995
Paul J. McKenna Director March 24, 1995
Robert J. Perlak Corporate Clerk and Director March 24, 1995
James E. Tremble Director March 24, 1995
IV - 2
EXHIBIT INDEX
Page No.
3. Articles of Organization, as amended **
(a) Articles of Organization, as amended *
(b) By-Laws, as amended *
10.1 Employment Contract dated October 1, 1986, between William A. Franks, Jr. and Westbank Corporation ***
10.12 Termination Agreement dated February 20, 1987, between Donald R. Chase and Park West Bank and Trust Company ***
10.14 Termination Agreement dated February 20, 1987, between Stanley F. Osowski and CCB, Inc. ***
10.15 1985 Incentive Stock Option Plan for Key Employees *
13. 1994 Annual Report to Stockholders ARS (IFC, 1-36, IBC)
21. Subsidiaries of Registrant
27. Article 9 - Financial Data Schedule
* Incorporated by reference to identically numbered exhibits contained in Registrant's Annual Report on Form 10-K for the year ended December 31, 1988
** Incorporated by reference to identically numbered exhibits contained in Registrant's Annual Report on Form 10-K for the year ended December 31, 1987
*** Incorporated by reference to identically numbered exhibits contained in Registrant's Annual Report on Form 10-K for the year ended December 31, 1986
IV - 3