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 8, 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.
Background of the Merger, page 29
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1. Pursuant to our prior comment number 4, we note that members of the Long
Range Planning Committee met with Prospective Buyer B on April 30, 2007.
Please disclose what happened as a result of this meeting, including any
deliberations and conclusions, or absence of these, by the Long Range
Planning Committee and the board of Westborough.
The following language has been added to the proxy statement to disclose
what happened as a result of the meeting of the Company's Long Range Planning
Committee and Prospective Buyer B:
"Because the waiver granted by Assabet was for the limited purpose of
allowing Prospective Buyer B to provide further information, the Long
Range Planning Committee
Mr. David Lyon
Division of Corporation Finance
U.S. Securities and Exchange Commission
June 8, 2007 Page 2
did not engage in any negotiations with Prospective Buyer B. Based on the
information it received at the meeting, the Long Range Planning Committee
determined that it was not appropriate or necessary to seek additional
waivers from Assabet in order to engage in additional discussions with
Prospective Buyer B."
2. Please disclose when the Westborough board made the determination
referenced in the first sentence of the fourth full paragraph on page 38.
Please be advised that Westborough's determination that it would be in
the best interests of the Westborough entities, and their respective
constituencies, if Assabet would waive the voting agreement that Westborough
MHC had entered into with Assabet, occurred during the week of April 23, 2007.
The disclosure in the last two paragraphs of the "Background of the
Merger" section has been divided into three paragraphs and reordered
chronologically to clarify the timing of events.
3. We note from a June 6, 2007 article in the Worcester Telegram & Gazette
that a complaint was filed on June 4, 2007, seeking a preliminary
injunction to block the merger. Please disclose this situation where
appropriate in the filing, together with the company's beliefs as to its
merit and its intent.
The following language has been added to the "Background of the Merger"
section in order to disclose the filing of the complaint as well as the
Company's beliefs as to its merit and the Company's intent:
"On June 4, 2007, a purported class action lawsuit was filed against
Westborough Financial and its directors, Westborough MHC, Westborough
Bank and Assabet in Worcester County, Massachusetts, Superior Court.
Westborough is currently aware of no information that indicates that the
named plaintiffs are affiliated with either Prospective Buyer A or
Prospective Buyer B.
Among other things, the complaint: (1) alleges breach of fiduciary duty
and self dealing by Westborough Financial's directors in connection with
approval of the merger agreement; (2) alleges aiding and abetting breach
of fiduciary duty by Assabet; (3) asks for declaratory judgment that the
merger agreement is null, void and of no effect; (4) asks for declaratory
judgment that Westborough Financial's directors violated their fiduciary
duties in connection with approval of the merger agreement; (5) asks that
the defendants be enjoined from taking steps to accomplish or implement
the merger under the terms set forth in the merger agreement; and (6)
asks for judgment that the action is a proper class action and that the
plaintiffs are proper class representatives. Westborough believes that
the suit is without merit and the defendants intend to vigorously defend
themselves."
Mr. David Lyon
Division of Corporation Finance
U.S. Securities and Exchange Commission
June 8, 2007 Page 3
* * *
We believe that these responses and revisions to the proxy statement are
fully responsive to your comments. 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.