Thacher
Proffitt
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Thacher Proffitt & Wood LLP
1700 Pennsylvania Avenue, N.W.
Suite 800
Washington, DC 20006
(202) 347-8400
Fax: (202) 626-1930
www.tpw.com
June 1, 2007
VIA EDGAR AND HAND DELIVERY
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Mr. David Lyon
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Westborough Financial Services, Inc.
Schedule 14A, Amendment No. 2
Filed on May 16, 2007 (SEC File No. 0-27997)
Dear Mr. Lyon:
This letter is submitted on behalf of Westborough Financial Services,
Inc. (the "Company") in response to the letter dated May 29, 2007 from the
staff of the Securities and Exchange Commission (the "Staff") transmitting
their comments to the above-referenced filing.
Your specific requests for information are set forth verbatim below,
followed by the Company's response.
Proxy Statement
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General
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1. We note your response to our prior comment number 2. Please supply us
supplementally with the schedules referenced in Section 1.4 of the
agreement. You may send this with a Request for Confidential Treatment.
The disclosure schedules to the merger agreement, along with a Request
for Confidential Treatment, have been provided supplementally to the Staff.
Mr. David Lyon
Division of Corporation Finance
U.S. Securities and Exchange Commission
June 1, 2007 Page 2
Appraisal Rights, page 14
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2. Revise the third bullet on page 15 to disclose the "other procedures" or
add a cross-reference to the location of the "other procedures" elsewhere
in the Proxy Statement.
The referenced bullet has been revised to include a cross-reference to
the "Appraisal Rights" section of the proxy statement. Disclosure has also been
added to the "Appraisal Rights" section on page 72 to more fully describe the
"other procedures" required by Part 13 of the Massachusetts Business
Corporation Act.
Background on Remutualization Transactions, page 26
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3. Please delete the word "properly" from the end of the ninth line of text
on page 27.
The word "properly" has been deleted from the referenced sentence, which
now reads as follows:
"Westborough Financial's book value has increased since the offering
primarily through retention of earnings, and this increase has been
allocated to all of the outstanding shares, so that each of the minority
stockholders and Westborough MHC has received a proportionate increase in
the book value represented by their shares."
Background of the Merger, page 30
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4. Describe management's consideration of the merger situation subsequent to
April 30, 2007 and otherwise update this section as need be.
Please be advised that, because no additional developments have taken
place with respect to the merger or alternative offers subsequent to April 30,
2007 other than events that are already described in the proxy statement (the
amendment of the merger agreement and the waiver of Westborough Bancorp, MHC's
voting agreement), management has had no additional consideration of the merger
situation. For that reason, no disclosure has been added to the proxy
statement.
5. Please advise us, with consideration to disclosure in the filing, how
management intends to inform shareholders of possible alternative offers
and board consideration that takes place between the date of the proxy
statement and the time of the meeting.
Please be advised that the Company is aware of its responsibility to
provide shareholders with material information that may arise so that the
statements included in the proxy statement are not misleading. Management
intends to communicate any material change to shareholders by filing additional
proxy materials with the Securities and Exchange Commission and, if necessary,
mailing supplemental proxy materials to shareholders.
Mr. David Lyon
Division of Corporation Finance
U.S. Securities and Exchange Commission
June 1, 2007 Page 3
* * *
We believe that these responses and revisions to the proxy statement are
fully responsive to your comments. Please be advised that the Company plans to
file definitive proxy materials and mail to shareholders during the week of
June 11, 2007. We look forward to your prompt review of this submission.
Should you have any questions or require additional information regarding
the foregoing, please do not hesitate to contact the undersigned or Michael P.
Seaman at (202) 347-8400.
Very truly yours,
THACHER PROFFITT & WOOD LLP
BY: /S/ RICHARD A. SCHABERG
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Richard A. Schaberg
cc: Joseph F. MacDonough
President and Chief Executive Officer
Westborough Financial Services, Inc.