www.socialaw.org/slip.htm?cid=17517&sid=121 -
[Cached Version]
Published on: 8/14/2007
Last Visited: 9/15/2008
According to Mr. James N. Ball, a trustee of Westboro Bancorp MHC, and a director of both Westboro Financial Services, where he serves as chair of the Nondeposit Investment Products Committee, and the Westboro Bank, where he serves as a member of the Long Range Planning Committee, concerns about the bank's financial future in the period prior to 2006 stemmed from litigation expenses and adverse publicity due to a theft by an employee, the firing of another employee for not reporting certain commissions he was required to share with the bank, the "net interest margin compression" resulting from an increase in the Federal Reserve Bank's interest rate, and the lower profit earned by the bank due to its "heavy reliance on residential lending."Affidavit of James N. Ball, para.7-8.
I accept as credible Mr. Ball's characterization of the motives that led Westboro Bank to begin looking for a merger partner.
The impact of the flat yield curve on the Bank's residential-heavy loan portfolio, together with intense competition for residential mortgage loans, prompted the Board to look for ways to become more involved in the more interest rate-sensitive commercial loan arena.Commercial deposits are attractive because they are low cost (no or low interest).For these reasons, the Board became interested in finding a merger partner with an established commercial department, which Westboro lacked.
Affidavit of James N. Ball, para.9.
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I also credit the statement by Director Ball that prior to 2005, Westboro had no interest in a merger with Assabet or any other bank.Aff.Of James Ball, para.15.
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At this same meeting, James Ball, a Westborough director, also prepared a grid comparing the same seven entities.
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Affadavit of James N. Ball, para.11-12.
Once the Westboro Board had developed its criteria and identified viable merger partners based on the analytical work performed by RBC, it undertook a process of review and evaluation.I credit the statement by Director Ball concerning this phase of the process.
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James N. Ball, para.16-17.
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James N. Ball, para.23-28; Aff.
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(1) The additional defendants are John L. Casagrande, James N. Ball, Nelson P. Carlson, David E. Carlstrom, Benjamin J. Colonero, Jr., Robert A. Klugman, Jeffrey B. Leland, Paul F. McGrath, Charlotte C. Spinney, Phyllis A. Stone, James E. Tashjian, Westborough Financial Services, Inc., Westborough Bancorp MHC, The Westnborough Bank, Assabet Valley Bancorp, Hudson Savings Bank and HudWest Financial Services, Inc.
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(5) I also credit Mr. Ball's detailed explanation of the specific factors considered by the Westboro Board that led it to conclude that Assabet was the strongest potential partner for a merger.See Aff.Of James Ball, para.14 (discussing factors including "Complementary Services;" "Size;" "Asset and Liability Mix;" "Community Orientation;" and "Geography.").