-----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, PgiJyGv73FAklRwPW9ep7ThPZQ0/2sD9Tf8ZSIXYhBX6eV9IeaTkG8zYujXkTjSz i+i0EJE+mOqyhdz9UdiUdg== 0000910647-03-000087.txt : 20030314 0000910647-03-000087.hdr.sgml : 20030314 20030314171101 ACCESSION NUMBER: 0000910647-03-000087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030305 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030314 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16767 FILM NUMBER: 03604653 BUSINESS ADDRESS: STREET 1: 141 ELM STREET CITY: WESTFIELD STATE: MA ZIP: 01085 BUSINESS PHONE: 4135681911 8-K 1 west-8k.txt BODY FO FROM 8-K =========================================================================== UNITED STATES 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): March 5, 2003 WESTFIELD FINANCIAL INC. (Exact name of registrant as specified in its charter) Massachusetts 001-16767 73-1627673 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 141 Elm Street Westfield, MA 01085 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (413) 568-1911 Not Applicable (Former name or former address, if changed since last report) ========================================================================== Items 1 through 4. Not applicable. Item 5. Other Events and Required FD Disclosure Westfield Financial, Inc. (the "Company"), the holding company for Westfield Bank (the "Bank"), announced today that as a result of a Massachusetts legislation signed on March 5, 2003 amending the corporate income tax law affecting the treatment of dividends received from Real Estate Investment Trusts (REITs), dividends received from the Company's REIT subsidiary are no longer eligible for a dividends - received deduction. As a result of the enactment of this legislation, the Company has ceased recording the tax benefits associated with the dividend received deduction effective for the 2003 tax year. In addition to the effect on 2003 the legislation includes a retroactive effective date that reaches back to 2002 and prior years. The Company's potential additional liability for prior years taxes, including interest (net of any federal and state tax deductions associated with such taxes and interest), relating to the deduction for dividends received from a REIT, is approximately $2.9 million. The Company will accrue this potential liability in the first quarter of 2003. The Company issued a press release relating to this matter on March 14, 2003, a copy of which is attached hereto as Exhibit 99.1. The Exhibit 99.1 referred to in this Item 5 is filed as part of this report and is incorporated herein by reference. Item 6. Not applicable. Item 7. Financial Statements and Exhibits (a) No financial statements are required to be filed with this report. (b) No pro forma financial information is required to be filed with this report. (c) Exhibits The following Exhibit is filed as part of this report: EXHIBIT NO.: 99.1 Press release dated March 14, 2003. Items 8 through 9. Not applicable. 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. WESTFIELD FINANCIAL, INC. By: /s/ Michael J. Janosco, Jr. ------------------------------- Michael J. Janosco, Jr. Chief Financial Officer Date: March 14, 2003 EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release dated March 14, 2003. EX-99 3 wes3-x991.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE For Further information contact: Donald A. Williams, President & CEO Michael J. Janosco, Jr., CFO 413-568-1911 WESTFIELD FINANCIAL, INC. REPORTS EFFECT OF MASSACHUSETTS TAX LEGISLATION Westfield, Massachusetts, March 14, 2003 - Westfield Financial, Inc. (AMEX: "WFD") (the "Company"), the holding company for Westfield Bank (the "Bank"), announced today that, as a result of Massachusetts legislation signed on March 5, 2003 amending the corporate tax law affecting the treatment of dividends received from Real Estate Investment Trusts (REITs), dividends from the REIT subsidiary are no longer eligible for a dividends- received deduction. As a result of the enactment of this legislation, the Company has ceased recording the tax benefits associated with the dividend received deduction effective for the 2003 tax year. In addition to the effect on 2003, the legislation includes a retroactive effective date that reaches back to 2002 and prior years. The Company's potential additional liability for prior years taxes, including interest (net of any federal and state tax deductions associated with such taxes and interest), relating to the deduction for dividends received from a REIT is approximately $2.9 million. The Company will accrue this potential liability in the first quarter of 2003. The Bank owns 100% of Elm Street Real Estate Investments, Inc. ("Elm Street"), a Delaware real estate investment trust formed pursuant to applicable tax rules in 1998. Prior to the enactment of the new legislation discussed above, the Bank has taken a tax deduction under a Massachusetts statute that provides for a dividends received deduction equal to 95% of certain dividend distributions made by Elm Street to the Bank. The Company is aware that the DOR also sent notices to numerous other Massachusetts financial institutions that reported a deduction for dividends received from a REIT on their Massachusetts financial institution excise tax returns. The Company is reviewing the retroactive effect of the legislation with its legal advisors and intends to defend vigorously its position that the deductibility of dividends received from Elm Street was fully compliant with Massachusetts law at the time. Westfield Financial, Inc. (AMEX: "WFD") is the holding company for Westfield Bank, a Massachusetts-chartered stock savings bank with 10 banking offices in the Massachusetts area. It also has three free-standing ATM locations in Agawam, Feeding Hills and Springfield, Massachusetts. As of December 31, 2002, Westfield Financial, Inc. had assets of $813 million and deposits of $656 million. The Bank's deposits are insured by the Federal Deposit Insurance Corporation and the Bank Insurance Fund. -----END PRIVACY-ENHANCED MESSAGE-----