-----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, OfQWzxOpK/9fLAwhvhQ1ee9o5rK5zAtdkF9HRM8Tn8ejqFMLJXezkjpbuuVaI2pe Nb76oTeLLlvw379hTd2L/A== 0000910647-03-000323.txt : 20030904 0000910647-03-000323.hdr.sgml : 20030904 20030904170626 ACCESSION NUMBER: 0000910647-03-000323 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030827 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030904 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: 03882011 BUSINESS ADDRESS: STREET 1: 141 ELM STREET CITY: WESTFIELD STATE: MA ZIP: 01085 BUSINESS PHONE: 4135681911 8-K 1 wesf-8k5.txt FORM 8-K FOR AUGUST 27, 2003 =========================================================================== 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): August 27, 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, Massachusetts 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) Item 1-4. Not applicable. Item 5. Other Events On August 27, 2003, Westfield Financial, Inc., the holding company for Westfield Bank, issued a news release announcing that the Boards of Directors of the Company and the Bank and the Board of Trustees of Westfield Mutual Holding Company adopted a Plan of Charter Conversion pursuant to which the Company, the Bank and the MHC will convert to federal charters. Item 6. Not applicable. Item 7. Financial Statements, Pro Forma Financial Information 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) The following exhibit is filed with this Report: Exhibit No. Description ----------- ----------- 99.1 Press release issued by Westfield Financial, Inc. on August 27, 2003 announcing the adoption of the Plan of Charter Conversion. Items 8-12. 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. ------------------------------- Name: Michael J. Janosco, Jr. Title: Vice President, Chief Financial Officer and Treasurer Date: August 27, 2003 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated August 27, 2003. EX-99 3 wesf5-99.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: Donald A. Williams, President and Chief Executive Officer TELEPHONE: (413) 568-1911 WESTFIELD FINANCIAL, INC. ADOPTS PLAN OF CHARTER CONVERSION - --------------------------------------------------------------------------- Westfield, Massachusetts, August 27, 2003: Westfield Financial, Inc. (the "Company") (AMEX:WFD), sole shareholder of Westfield Bank (the "Bank") and a majority-owned subsidiary of Westfield Mutual Holding Company (the "MHC"), announced today that the Board of Directors of the Company and the Bank and the Board of Trustees of the MHC adopted a Plan of Charter Conversion pursuant to which the Company, the Bank and the MHC will convert to federal charters. Under the Plan of Charter Conversion, the Company and the MHC will convert from Massachusetts-chartered companies regulated by the Massachusetts Division of Banks and the Federal Reserve Board to federally-chartered companies regulated by the Office of Thrift Supervision (the "OTS"). Also pursuant to the Plan of Charter Conversion, the Bank will convert from a Massachusetts-chartered savings bank regulated by the Massachusetts Division of Banks and the Federal Deposit Insurance Corporation to a federal savings bank regulated by the OTS. The Board of Directors of the Company and the Bank and the Board of Trustees of the MHC believe that the Charter Conversion will, among other things, allow the MHC to waive the receipt of dividends paid by the Company; provide the Company with additional flexibility to make stock repurchases; and reduce the number of regulators of the organization from three to one. The Plan of Charter Conversion is subject to the regulatory approval of the OTS and the Massachusetts Division of Banks and the approval of the shareholders of the Company and the Board of Corporators of the MHC. The Charter Conversion is expected to be completed by the end of the calendar year. The Bank is headquartered in Westfield, Massachusetts and operates through 10 banking offices in Agawam, East Longmeadow, Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts. The Bank's deposits are insured by the Federal Deposit Insurance Corporation. The Company wishes to caution readers not to place undue reliance on any forward-looking statements contained in this news release, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company and the Bank do not undertake and specifically decline any obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. -----END PRIVACY-ENHANCED MESSAGE-----