-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DNF9IxRubjdhJ5z9kZKOOOUJx52wpn1oX9wMHoVVJ/rpgNiZVsjG4DTtDmcABeGt RRQQ3HJFJOEHYqEdKARA3g== 0001157523-11-000822.txt : 20110214 0001157523-11-000822.hdr.sgml : 20110214 20110214140013 ACCESSION NUMBER: 0001157523-11-000822 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTFIELD FINANCIAL INC CENTRAL INDEX KEY: 0001157647 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-62413 FILM NUMBER: 11605577 BUSINESS ADDRESS: STREET 1: 141 ELM STREET CITY: WESTFIELD STATE: MA ZIP: 01085 BUSINESS PHONE: 4135681911 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTFIELD FINANCIAL INC CENTRAL INDEX KEY: 0001157647 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 141 ELM STREET CITY: WESTFIELD STATE: MA ZIP: 01085 BUSINESS PHONE: 4135681911 SC 13G 1 a6608875.htm WESTFIELD FINANCIAL, INC. SC 13G a6608875.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Schedule 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 
Westfield Financial, Inc.
 (Name of Issuer)
 
Common Stock
 (Title of Class of Securities)
 
 
96008P104
 (CUSIP Number)
 
December 31, 2010
(Date of Event which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x
Rule 13d-1(b)
 
o
Rule 13d-1(c)
 
o
Rule 13d-1(d)
__________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

 

 
 1
NAMES OF REPORTING PERSONS
   
  Employee Stock Ownership Plan of Westfield Financial, Inc.    
       
       
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    
                       (a) o
                (b) o
 
 
   
3 SEC USE ONLY    
       
       
4  CITIZENSHIP OR PLACE OF ORGANIZATION    
   Employee benefit plan of Massachusetts corporation    
       
       
     
NUMBER OF 5 SOLE VOTING POWER
SHARES   -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
  1,370,934
EACH 7 SOLE DISPOSITIVE POWER
REPORTING   -0-
PERSON 8 SHARED DISPOSITIVE POWER
WITH   1,964,435
     
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,964,435
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%1
   
12
TYPE OF REPORTING PERSON*
  EP
 
 
* SEE INSTRUCTIONS BEFORE FILLING OUT.
 
1.           The percentages used herein and in the rest of this Schedule 13G are calculated based upon shares outstanding as of December 31, 2010 of 28,166,419.
 
 
 

 
 
Item 1(a)
Name of Issuer:
 
Westfield Financial, Inc. (the “Company”)
 
Item 1(b)
Address of Issuer’s Principal Executive Offices:
 
141 Elm Street
Westfield, Massachusetts 01085
 
 
Item 2(a)
Name of Person Filing:
 
This Schedule 13G is being filed by the Employee Stock Ownership Plan of Westfield Financial, Inc. (the “Plan”). The Plan’s trustee is First Bankers Trust Services, Inc.
 
 
Item 2(b)
Address of Principal Business Office or, if none, Residence:
 
141 Elm Street
Westfield, Massachusetts 01085
 
Item 2(c)
Citizenship:
 
The Plan is an employee benefit plan of a Massachusetts corporation.
 
Item 2(d)
Title of Class of Securities:
 
Common Stock, $0.01 par value per share
 
Item 2(e)
CUSIP No.:
 
 
96008P104
 
Item 3
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
Item 4
The person filing is an:
(f) Employee benefit plan which is subject to the provisions of the Employee Retirement
Income Security Act of 1974.
 
 
Ownership:
 
 
A.
   
     
   (a)
Amount beneficially owned:  1,964,435
     
  (b)
Percent of class: 7.0%
     
  (c)
Number of shares as to which such person has:
 
     
 
          (i)
      Sole power to vote or direct the vote: -0-
     
 
         (ii)
      Shared power to vote or direct the vote:  1,370,934
     
 
         (iii)
      Sole power to dispose or direct the disposition: -0-
     
 
         (iv)
      Shared power to dispose or direct the disposition:  1,964,435
 
 
 
 

 
 
The reporting person is a tax qualified employee stock ownership plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with individual accounts for the accrued benefits of participating employees and their beneficiaries. The reporting person is administered by an ESOP Committee (“ESOP Committee”) and its assets are held in trust by a trustee (“Plan Trustee”). The number of shares listed as beneficially owned represents the entire number of shares of Common Stock held by First Bankers Trust Services, Inc., as Plan Trustee, as of December 31, 2010.
 
As of December 31, 2010, 593,501 of such shares of Common Stock had been allocated to individual accounts established for participating employees and their beneficiaries, and 1,370,934 of such shares were held, unallocated, for allocation in future years.
 
The ESOP, through the plan trustee (who is instructed by the ESOP Committee), has shared voting power and dispositive power over all unallocated Shares held by the ESOP. The ESOP, acting through the plan trustee (who is instructed by the ESOP Committee) shares dispositive power over all allocated Shares held in the ESOP with participating employees and their beneficiaries. Participating employees and their beneficiaries have the right to determine whether Shares allocated to their respective accounts will be tendered in response to a tender offer but otherwise have no dispositive power. Any unallocated Shares are generally required to be tendered by the plan trustee in the same proportion as the Shares which have been allocated to the participants is directed to be tendered. In limited circumstances, ERISA may confer upon the plan trustee the power and duty to control the voting and tendering of Shares allocated to the accounts of participating employees and beneficiaries who fail to exercise their voting and/or tender rights. The ESOP disclaims voting power with respect to such allocated Shares.
 
 
Item 5
Ownership of Five Percent or Less of a Class:
 
Not applicable.
 
Item 6
Ownership of More Than Five Percent on Behalf of Another Person:
 
Dividends declared on Common Stock held by the Plan which have been allocated to the account of a Participant may be held and invested in the same manner as funds generally held or invested by the Plan which are not invested in Common Stock or distributed to Participants in accordance with an at such time as provided in the Plan Document.
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person:
 
Not applicable.
 
Item 8
Identification and Classification of Members of the Group:
 
Not applicable.
 
Item 9
Notice of Dissolution of Group:
 
Not applicable.
 
Item 10
Certification:
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 

 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
 Date: February 14, 2011  
   
   
   
 
EMPLOYEE STOCK OWNERSHIP PLAN
OF WESTFIELD FINANCIAL, INC.
   
 
First Bankers Trust Services, Inc., as Trustee of
the Employee Stock Ownership Plan of
Westfield Financial, Inc.
   
 
By:
/s/ Linda Shultz
   
 
Name/Title:
Linda Shultz, Trust Officer
     
 
 
 
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