CUSIP No. 957136 10 4 Page 1 of 8 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _)*
Westborough Financial Services, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
957136 10 4
(CUSIP Number)
Joseph F. MacDonough
President and Chief Executive Officer
Westborough Bancorp, MHC
100 E. Main Street
Westborough, Massachusetts 01581
Telephone No. (508) 366-4111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 15, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of [Sections] 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See [Section] 240.13d-
7 for other parties to whom copies are to be sent.
* 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 ("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).
SCHEDULE 13D
CUSIP 957136 10 4 Page 2 of 8 Pages
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Westborough Bancorp, MHC EIN: 04 3504122
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO - Acquired in corporate reorganization. -- See response to Item 3.
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
- ---------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,027,893
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,027,893
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,027,893
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.0%
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14 TYPE OF REPORTING PERSON
HC
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Item 1. Security and Issuer
The securities as to which this Schedule 13D (the "Schedule") relates
are shares of common stock, par value $.01 per share (the "Common Stock"),
of Westborough Financial Services, Inc., a Massachusetts corporation (the
"Company"), having its principal office at 100 E. Main Street, Westborough,
Massachusetts 01581.
Item 2. Identity and Background
(a)-(c) This Schedule 13D is being filed by Westborough Bancorp, MHC,
a Massachusetts chartered mutual holding company (the "MHC"). The MHC's
principal business is holding 65.0% of the Common Stock of the Company and
indirectly controlling The Westborough Bank (the "Bank"). The business
address of the MHC is 100 E. Main Street, Westborough, Massachusetts 01581.
The following information is being provided with respect to each
executive officer and director of the MHC (the "Insiders").
<TABLE>
<CAPTION>
Name Principal Occupation or Employment
- ---- ----------------------------------
<S> <C>
Nelson P. Ball Director of the Bank and the Company. Trustee of
the MHC. Owner of Ball Financial Services, Co.
Edward S. Bilzerian Director of the Bank and the Company. Trustee of
the MHC. President of Bilzerian Consulting Group,
Inc.
Vickie A. Bouvier Vice President and Operations Officer of the Bank.
David E. Carlstrom Director of the Bank and the Company. Trustee of
the MHC. President of Carlstrom Pressed Metal
Co., Inc.
John L. Casagrande Director of the Bank and the Company. Trustee of
the MHC. Senior Vice President and Treasurer of
the Bank, the Company and the MHC.
William W. Cotting, Jr. Director of the Bank and the Company. Trustee of
the MHC. Attorney in private practice.
Robert G. Daniel Director of the Bank and the Company. Trustee of
the MHC. President and Treasurer of Westborough
Insurance Agency, Inc.
Margaret I. Duquette Director of Human Resources of the Bank.
Earl H. Hutt Director of the Bank and the Company. Trustee of
the MHC. Investment advisor and portfolio manager
for private industry.
Walter A. Kinell, Jr. Chairman of the Board of the Bank, the Company and
the MHC. Retired President and Chief Executive
Officer of the Bank.
Robert A. Klugman Director of the Bank and the Company. Trustee of
the MHC. Medical Doctor.
Roger B. Leland Director of the Bank and the Company. Trustee of
the MHC. Attorney at Leland Law Associates and
insurance broker at Leland Insurance Agency, Inc.
Joseph F. MacDonough President, Chief Executive Officer and Director of
the Bank and the Company. President, Chief
Executive Officer and Trustee of the MHC.
Paul F. McGrath Director of the Bank and the Company. Trustee of
the MHC. Certified public accountant at Mottle
McGrath Braney & Flynn, P.C.
Charlotte C. Spinney Director of the Bank and the Company. Trustee of
the MHC. Retired social studies teacher.
Phyllis A. Stone Director of the Bank and the Company. Trustee of
the MHC. Vice President and Treasurer of Comey
Oil Co., Inc.
James E. Tashjian Director of the Bank and the Company. Trustee of
the MHC. Partner in the law firm of Tashjian,
Simsarian & Wickstrom.
Alexander P. Tautkas Vice President and Senior Loan Officer of the
Bank.
Daniel G. Tear Director of the Bank and the Company. Trustee of
the MHC. Business consultant.
Sharyn L. Tomasso Vice President and Director of Marketing of the
Bank.
</TABLE>
(d) During the last five years, neither the MHC nor any of the
Insiders has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the past five years, neither the MHC nor any of the
Insiders has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
On February 15, 2000, the Bank consummated its reorganization into the
mutual holding company form of organization, whereby the following steps
were taken: (i) the Bank organized a mutual savings bank as a wholly owned
subsidiary (the "Mutual Bank"); (ii) the Mutual Bank organized two wholly
owned subsidiaries, one of which was the Company and the other of which was
an interim stock savings bank (the "Interim Bank"); (iii) the Bank exchanged
its charter for a Massachusetts stock savings bank charter to become the
Bank in stock form; (iv) the Mutual Bank exchanged its charter for a
Massachusetts mutual holding company charter to become the MHC; (v) the
Interim Bank merged with and into the Bank with the Bank as the resulting
institution, and the depositors of the Bank received interests in the MHC
that were identical to interests formerly held in the Bank; and (vi) the MHC
contributed the capital stock of the Bank to the Company, and the Bank in
stock form became a wholly owned subsidiary of the Company.
In connection with the reorganization, the Company sold 553,481 shares
of its Common Stock at $10.00 per share to the public and issued 1,027,893
shares of such Common Stock to the MHC. As discussed in Step (iv) above,
the Mutual Bank became the MHC. The funds to purchase the Company's shares
originated from the Mutual Bank's organizational funds.
Item 4. Purpose of Transaction
The reorganization will afford the Bank greater operating flexibility
to meet current and future business goals. The mutual holding company
corporate structure will better position the Bank to compete with other
financial institutions and to take advantage of business opportunities. By
issuing only a minority of Company's common stock to the public, the
organization preserves its ability to remain an independent community-
oriented organization.
Although the MHC and Insiders intend to exercise their rights as
stockholders, they do not currently have any plans or proposals which relate
to or would result in: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as merger, reorganization
or liquidation, involving the Company or any of its subsidiaries; (c) a sale
or transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors or management
of the Company, including any plans or proposals to change the number or
terms of directors or to fill any vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f)
any other material change in the Company's business or corporate structure;
(g) any change in the Company's charter, by-laws, or other instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Company by any person; (h) causing a class of securities of
the Company to be delisted from a national securities exchange or to cease
to be authorized to be quoted in an inter-dealer quotation system or a
registered national securities association; (i) a class of equity securities
of the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j)
any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a-b) The MHC beneficially owns (with sole voting and dispositive
power) an aggregate of 1,027,893 shares of Common Stock or 65.0% of the
shares issued and outstanding on February 15, 2000. The Insiders
individually have the sole power to vote and the sole power to dispose of
the shares of Common Stock owned by them, except as otherwise indicated.
The following information is provided with respect to the Insiders as of
February 15, 2000:
<TABLE>
<CAPTION>
Number of Shares Percent of
Directly and Outstanding Shares
Name Beneficially Owned of Common Stock
- ---- ------------------ ------------------
<S> <C> <C>
Nelson P. Ball 3,500(2) (1)
Edward S. Bilzerian 3,000 (1)
Vickie A. Bouvier 1,209(3) (1)
David E. Carlstrom 2,500(4) (1)
John L. Casagrande 1,351(5) (1)
William W. Cotting, Jr. 1,000 (1)
Robert G. Daniel 7,500 (1)
Margaret I. Duquette 639(6) (1)
Earl H. Hutt 3,500(7) (1)
Walter A. Kinell, Jr. 6,500(8) (1)
Robert A. Klugman 7,500(9) (1)
Roger B. Leland 6,500(10) (1)
Joseph F. MacDonough 8,734(11) (1)
Paul F. McGrath 5,000(12) (1)
Charlotte C. Spinney 1,500(13) (1)
Phyllis A. Stone 1,650(14) (1)
James E. Tashjian 3,000(15) (1)
Alexander P. Tautkas 1,550(16) (1)
Daniel G. Tear 2,000(17) (1)
Sharyn L. Tomasso 300(18) (1)
<FN>
<F1> Less than 1% of the total outstanding shares of Common Stock.
<F2> These shares are held directly by Mr. Ball's spouse.
<F3> Includes 859 shares held in Ms. Bouvier's 401(k) Plan, 325 shares held
jointly with her spouse and 25 shares held jointly with her mother.
<F4> These shares are held jointly with Mr. Carlstrom's spouse.
<F5> These shares are held in Mr. Casagrande's 401(k) Plan.
<F6> These shares are held in Ms. Duquette's 401(k) Plan.
<F7> These shares are held jointly with Mr. Hutt's spouse.
<F8> These shares are held jointly with two of Mr. Kinell's children.
<F9> Includes 6,000 shares held in Mr. Klugman's Individual Retirement
Account ("IRA").
<F10> Includes 4,500 shares held in Mr. Leland's living trust and 2,000
shares held in his spouse's IRA.
<F11> Includes 1,741 shares held in Mr. MacDonough's IRA, 1,814 shares held
in his spouse's IRA, 1,679 shares held in his 401(k) Plan and 3,500
shares held jointly with his spouse.
<F12> These shares are held in Mr. McGrath's IRA.
<F13> These shares are held in Ms. Spinney's IRA.
<F14> Includes 75 shares held by Ms. Stone as custodian for three
individuals and 1,500 shares held jointly with her spouse.
<F15> These shares are held jointly with Mr. Tashjian's spouse.
<F16> Includes 411 shares held in Mr. Tautkas' 401(k) Plan and 800 shares
owned by his father over which Mr. Tautkas has power of attorney.
<F17> These shares are held in Mr. Tear's living trust.
<F18> These shares are held jointly with Ms. Tomasso's spouse.
</FN>
</TABLE>
(c) Not applicable.
(d) No person or entity other than the MHC has the right to receive,
or the power to direct the receipt of dividends from, or the proceeds from
the sale of the shares of the MHC's Common Stock reported in this schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
As of the date of this Schedule 13D, neither the MHC nor any of the
Insiders is a party to any contract, arrangement, understanding or
relationship (legal or otherwise) among themselves or with any other person
or persons with respect to the Common Stock, including but not limited to
transfer or voting of any of the Common Stock, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, the giving or withholding of proxies or
otherwise subject to a contingency the occurrence of which would give
another person voting or investment power over the Common Stock.
Item 7. Material Required to Be Filed as Exhibits
None.
Signature
After due 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.
Westborough Bancorp, MHC
By: /s/ Joseph F. MacDonough
Joseph F. MacDonough
President and Chief Executive Officer
February 25, 2000
