SUMMARY

The following summary highlights selected information from this document and may not contain all the information that is important to you. For additional information, you should read this entire document carefully, including the sections entitled “ Risk Factors ” and “ The Conversion And Stock Offering ” and the consolidated financial statements and the notes to the consolidated financial statements before making a decision to invest in our common stock.

In this prospectus, unless we specify otherwise, “New Westfield Financial,” “our company,” “we,” “us,” and “our” refer to New Westfield Financial, Inc., a Massachusetts corporation. “Westfield Bank” refers to Westfield Bank, a federal stock savings bank and the wholly-owned subsidiary of Westfield Financial, Inc., a Massachusetts corporation. “Westfield Financial” refers to Westfield Financial, Inc., a Massachusetts corporation.

The Companies

Westfield Mutual Holding Company . Westfield Mutual Holding Company is the federally-chartered mutual holding company of Westfield Financial. Westfield Mutual Holding Company was originally chartered as a Massachusetts-chartered mutual holding company formed in 1995 in connection with Westfield Bank’s reorganization into the mutual holding company structure without a stock offering. On December 27, 2001, Westfield Mutual Holding Company organized Westfield Financial as a mid-tier holding company. On July 23, 2004, concurrently with Westfield Bank’s conversion to a federal savings bank, Westfield Mutual Holding Company also converted to a federal charter. The principal business of Westfield Mutual Holding Company is owning more than a majority of the outstanding shares of common stock of Westfield Financial. Westfield Mutual Holding Company will no longer exist upon completion of the conversion and stock offering.

Westfield Mutual Holding Company’s executive office is located at 141 Elm Street, Westfield, Massachusetts 01086. Its telephone number at this address is (413) 568-1911.

Westfield Financial. Westfield Financial is a Massachusetts corporation and the mid-tier holding company that owns all of the issued and outstanding shares of common stock of Westfield Bank. Westfield Financial was formed in connection with the reorganization of Westfield Bank and Westfield Mutual Holding Company into a two-tier mutual holding company structure. In November 2001, Westfield Financial conducted an initial offering of its common stock. As a result of such stock offering, 47% of Westfield Financial’s common stock was sold to the public and 53% of its common stock was issued to Westfield Mutual Holding Company. After this stock issuance, Westfield Financial had 4,972,600 shares of common stock issued and outstanding to public stockholders. In April 2003, Westfield Financial announced a share repurchase program authorizing the purchase of up to 529,000 shares of Westfield Financial’s stock. This share repurchase program was completed in the third quarter of 2004. In July 2004, Westfield Financial announced a second share repurchase program of up to 502,550 shares. As of June 30, 2006, Westfield Financial has repurchased 402,688 shares of its common stock under this second share repurchase program. As of June 30, 2006, public stockholders held 42.4% of the issued and outstanding shares of common stock of Westfield Financial and Westfield Mutual Holding Company owned 57.6% of the outstanding shares of Westfield Financial’s common stock.

 

At June 30, 2006, Westfield Financial had total consolidated assets of $817.9 million, deposits of $635.7 million and stockholders’ equity of $115.5 million. At June 30, 2006, there were 10,580,000 shares of Westfield Financial common stock issued, including treasury stock, and 9,727,012 shares outstanding, of which 4,972,600 shares were publicly held and the remaining 5,607,400 were held by Westfield Mutual Holding Company. Following the conversion and stock offering, the present Westfield Financial will cease to exist and will be succeeded by New Westfield Financial as the sole stockholder of Westfield Bank. This stock offering is being made by New Westfield Financial. New Westfield Financial will be renamed “Westfield Financial, Inc.” once the conversion and stock offering have been completed.

Westfield Financial’s executive office is located at 141 Elm Street, Westfield, Massachusetts 01086. Its telephone number at this address is (413) 568-1911.

Westfield Bank. Westfield Bank is a federal stock savings bank and the wholly-owned subsidiary of Westfield Financial. Westfield Bank was formed in 1853 and reorganized into a mutual holding company structure without a stock offering in 1995. Historically, Westfield Bank has been a community-oriented provider of banking products and services to businesses and individuals, including traditional products such as residential and commercial real estate loans, consumer loans and a variety of deposit products. In recent years, however, Westfield Bank has developed and implemented a lending strategy that focuses less on residential real estate lending and more on servicing commercial customers, including increased emphasis on commercial and industrial lending, commercial real estate lending and deposit relationships, extending its branch network and broadening its product lines and services. Westfield Bank believes that this business strategy is best for its long term success and viability, and complements its existing commitment to high quality customer service. Westfield Bank operates through 10 banking offices in Agawam, East Longmeadow, Holyoke, Southwick, Springfield, West Springfield and Westfield, Massachusetts. It also has eight free-standing ATM locations in Agawam, Feeding Hills, Springfield, West Springfield and Westfield, Massachusetts. Westfield Bank’s primary deposit gathering area is concentrated in the communities surrounding these locations, and its primary lending area includes all of Hampden County in western Massachusetts. In addition, Westfield Bank provides online banking services through its website (www.westfieldbank.com).

Westfield Bank’s executive office is located at 141 Elm Street, Westfield, Massachusetts 01086. Its telephone number at this address is (413) 568-1911.

New Westfield Financial. We are a newly-formed Massachusetts corporation and currently a wholly-owned subsidiary of Westfield Bank. We were formed for the purpose of effectuating the conversion and stock offering described in this prospectus and to satisfy a condition imposed by the Office of Thrift Supervision as part of the approval granted to Westfield Bank and Westfield Mutual Holding Company for them to convert to federal charters. We are registering our common stock with the Securities and Exchange Commission, and will be issuing shares of our common stock to new stockholders and, as described in this prospectus, to the existing stockholders of Westfield Financial as they exchange their shares of Westfield Financial common stock for shares of our common stock. As a result of the conversion and stock offering, we will become the holding company of Westfield Bank.

Our executive office is located at 141 Elm Street, Westfield, Massachusetts 01086. Our telephone number at this address is (413) 568-1911.

 

Our Operating Strategy

The following are highlights of our operating strategy:

Community Banking and Customer Service. We strive to remain a leader in meeting the financial service needs of the local community and to provide quality service to the businesses and individuals in our primary market area. We are focused on expanding our retail banking franchise and increasing the number of households that we serve. Historically, Westfield Bank has been a community-oriented provider of traditional banking products and services to business organizations and individuals, including products such as commercial and industrial loans; commercial real estate loans; residential real estate loans, which, based on current market conditions, we currently refer to a third party mortgage company that underwrites, originates and services these loans; and a variety of deposit products. In recent years, Westfield Bank has increased its focus on commercial loans and complementary deposit products.

Continued Growth in Commercial Lending. Westfield Bank offers commercial loan and deposit products primarily within Hampden County, Massachusetts. As of June 30, 2006, Westfield Bank’s loan portfolio consisted of 26.7% commercial and industrial loans and 43.3% commercial real estate loans. Westfield Bank’s commercial and industrial loans have grown $57.5 million, or 122.3%, to $104.5 million at June 30, 2006 from $47.0 million at December 31, 2001. In addition, Westfield Bank’s commercial real estate loans increased $69.9 million, or 70.3%, to $169.3 million at June 30, 2006 from $99.4 million at December 31, 2001. Westfield Bank also intends to increase commercial deposits, thereby reinforcing the commercial relationship. Commercial checking accounts increased $8.1 million, or 29%, from $27.9 million at December 31, 2001 to $36.0 million at June 30, 2006. Commercial customer repurchase agreements, all of which are linked to commercial checking accounts, were $14.4 million at June 30, 2006, which represents an increase of $8.3 million, or 136%, since December 31, 2001.

Following the conversion and stock offering, Westfield Bank will continue to expand its commercial loans and deposits by targeting commercial businesses in its primary market area and in northern Connecticut. Management believes that the increased emphasis on commercial lending will allow Westfield Bank to increase the yield on and diversify its loan portfolio while continuing to meet the needs of the businesses and individuals that it serves.

Asset Quality. Westfield Bank has a commitment to conservative loan underwriting policies and investing in high grade assets. As a result of these practices, at June 30, 2006, Westfield Bank had $914,000 in nonperforming loans, and its ratio of nonperforming assets to total assets was 0.11%. On that same date, its ratio of allowance for loan losses to total loans was 1.37%.

Capital Strength. Our policy has always been to maintain the financial strength of Westfield Bank through risk management, a sound financial condition and consistent earnings. At June 30, 2006, our ratio of equity to assets was 14.12%, our return on average assets was 0.64% and our return on average equity was 4.52%.

 

Our Conversion And Stock Offering

Westfield Bank is reorganizing and changing its form of organization from a mutual holding company structure, the mid-tier holding company of which is 42.4% owned by public stockholders, to a stock holding company that will be 100% owned by public stockholders. This reorganization is commonly referred to as a “second step” conversion. As part of the conversion to a stock holding company, Westfield Bank has formed a Massachusetts corporation as its wholly-owned subsidiary, New Westfield Financial. New Westfield Financial will become the stock holding company for Westfield Bank and will own 100% of the common stock of Westfield Bank. The 57.6% ownership interest of Westfield Mutual Holding Company in Westfield Financial will be offered for sale by New Westfield Financial in the stock offering. At the conclusion of the conversion and stock offering, current stockholders of Westfield Financial will exchange their shares of common stock for shares of common stock of New Westfield Financial based on an exchange ratio, and Westfield Mutual Holding Company will cease to exist. Consequently, voting rights in New Westfield Financial will be vested solely in the public stockholders following the conversion. The management and business operations of Westfield Bank will continue after the conversion and stock offering.

The following chart shows our current ownership structure.

The following chart shows our new structure after the conversion and the offering.

 

Reasons For The Conversion And Stock Offering

The conversion and stock offering are intended to provide an additional source of capital not currently available to us. Funds raised in the stock offering will allow Westfield Bank to better serve the needs of its community by:

 

•

increasing lending, especially to support continued growth in its commercial loan portfolio;

 

•

expanding the products and services it currently offers (including the possible introduction of new products and services);

 

•

opening or acquiring additional branch offices (Westfield Bank plans to open an additional branch in Westfield, Massachusetts, during the first half of 2007); and

 

•

funding other general corporate purposes.

We will use the capital retained by us to:

 

•

pay dividends to stockholders;

 

•

repurchase shares of our common stock;

 

•

finance acquisitions of other financial institutions or other businesses related to banking (although no mergers or acquisitions are planned at the present time); and

 

•

fund other general corporate purposes.

After considering the advantages and risks of the conversion and stock offering, as well as applicable fiduciary duties, the Boards of Directors of Westfield Mutual Holding Company, Westfield Financial and Westfield Bank unanimously approved the conversion and stock offering as being in the best interests of each such institution, the communities they serve and the depositors of Westfield Bank.

Terms Of The Stock Offering

We are offering between 12,750,000 and 17,250,000 shares of our common stock to the public. The maximum number of shares that we sell in the stock offering may increase by 15% to 19,837,500 shares as a result of market demand, regulatory considerations or changes in financial markets. Unless the number of shares to be issued is increased to more than 19,837,500 or decreased below 12,750,000, you will not have the opportunity to change or cancel your stock order.

The offering price is $10.00 per share. All new investors will pay the same purchase price per share. No commission will be charged to our subscribers. Keefe, Bruyette & Woods, our financial advisor in connection with the stock offering, will use its best efforts to assist us in selling our stock. Keefe, Bruyette & Woods is not obligated to purchase any shares of common stock in the offering.

 

How We Determined The Offering Range And The $10.00 Price Per Share

The offering range is based on an independent appraisal of the market value of the common stock to be offered. RP Financial, LC., an appraisal firm experienced in appraisals of banks and financial institutions, has estimated that, as of August 4, 2006, the full market value of the common stock to be between $221.2 million and $344.1 million. This appraisal results in a stock offering of between 12,750,000 and 17,250,000 shares of common stock at an offering price of $10.00 per share. RP Financial’s estimate of our full market value was based in part upon our financial condition and results of operations and the effect of the additional capital raised in this stock offering. RP Financial’s independent appraisal will be updated before we complete our stock offering.

The $10.00 price per share was selected primarily because $10.00 is the price per share most commonly used in stock offerings involving reorganizations of banking institutions and mutual holding companies. The appraisal was based in part on Westfield Financial’s financial condition and results of operations, the effect of the additional capital raised by the sale of common stock in the offering, and an analysis of a peer group of publicly-traded savings bank and thrift holding companies that RP Financial considered comparable to Westfield Financial. See “ Pro Forma Data .”

The following table presents a summary of selected pricing ratios for the peer group companies and the resulting pricing ratios for Westfield Financial based on the twelve months ended June 30, 2006. Compared to the median pricing of the peer group, Westfield Financial’s pro forma pricing ratios at the maximum of the offering range indicated a premium of 61.0% on a price-to-earnings basis and a discount of 20.1% on a price-to-tangible book basis. The estimated appraised value and the resulting premium/discount took into consideration the potential financial impact of the conversion.

 

		Pro forma price-to-earnings multiple			Pro forma price-to-tangible book value ratio			Pro forma price-to- book value
Westfield Financial (1) :
Maximum of offering range		31.04	x		108.81	%		108.81	%
Minimum of offering range		25.51			94.61			94.61
Valuation of peer group companies as of August 4, 2006 (2) :
Average		20.11	x		132.40	%		153.47	%
Median		19.28			136.17			145.55

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(1)	Based on Westfield Financial’s financial data as of and for the twelve months ended June 30, 2006.

(2)	Reflects earnings for the most recent twelve-month period for which data was publicly available.

The independent appraisal does not indicate market value. You should not assume or expect that the valuation of Westfield Financial as indicated above means that the common stock will trade at or above the $10.00 purchase price after the conversion.

 

After Market Performance of Second Step Conversions

The following table provides information regarding the after market performance of the second step conversion offerings completed between January 1, 2004 and September 29, 2006.

 

		Price Performance from Initial Offering Price
Company Name		Ticker		IPO Date		1 Day			1 Week			1 Month			Through September 29, 2006
Liberty Bancorp, Inc..		LBCP		7/24/06		2.5	%		1.0	%		1.5	%		2.3	%
First Clover Leaf Financial Corp..		FCLF		7/11/06		3.9	%		6.0	%		11.2	%		17.0	%
Monadnock Bancorp, Inc.		MNKB		6/29/06		0.0	%		-5.0	%		-13.8	%		-15.6	%
NEBS Bancshares, Inc.		NEBSD		12/29/05		6.6	%		7.0	%		7.0	%		28.0	%
American Bancorp of New Jersey, Inc.		ABNJ		10/6/05		1.6	%		-2.5	%		1.6	%		18.5	%
Hudson City Bancorp, Inc.		HCBK		6/7/05		9.6	%		10.8	%		15.9	%		32.5	%
First Federal of Northern Michigan Bancorp, Inc.		FFNM		4/4/05		-5.1	%		-8.0	%		-16.0	%		-6.5	%
Rome Bancorp, Inc.		ROME		3/31/05		0.5	%		-2.5	%		-5.6	%		28.5	%
Roebling Financial Corp, Inc.		RCKB		10/1/04		-1.0	%		-0.5	%		-8.0	%		26.0	%
DSA Financial Corporation		DRBN		7/30/04		-2.0	%		-5.0	%		-7.0	%		27.0	%
Partners Trust Financial Group, Inc.		PRTR		7/15/04		-0.1	%		-0.2	%		-1.9	%		7.1	%
Synergy Financial Group, Inc.		SYNF		1/21/04		8.1	%		8.0	%		7.9	%		61.0	%
Provident Bancorp, Inc.		PBCP		1/15/04		15.0	%		11.5	%		15.1	%		36.8	%
Average						3.0	%		1.6	%		0.6	%		20.2	%
Median						1.6	%		-0.2	%		1.5	%		26.0	%

Persons Who May Order Stock In The Stock Offering

We are offering shares of our common stock in what is called a “subscription offering” in the order of priority listed below:

 

(1)

Depositors with accounts at Westfield Bank with aggregate balances of at least $50 on March 31, 2005;

 

(2)

Our Tax-Qualified Employee Stock Ownership Plan;

 

(3)

Depositors with accounts at Westfield Bank with aggregate balances of at least $50 on September 30, 2006; and

 

(4)

Members of Westfield Mutual Holding Company as of [Record Date].

The shares of common stock not purchased in the subscription offering may be offered to the general public in a “community offering,” with preference granted to stockholders of Westfield Financial as of [Record Date] and then to natural persons residing in Westfield Bank’s Community Reinvestment Act assessment area, which consists of the municipalities of Agawam, Blandford, Chester, East Longmeadow, Granville, Holyoke, Longmeadow, Montgomery, Russell, Springfield, Southampton, Southwick, Tolland, Westfield and West Springfield, Massachusetts. A community offering may begin concurrently with, during or immediately following the subscription offering. We also may offer shares of common stock not purchased in the subscription offering or the community offering to the public through a syndicate of broker-dealers managed by Keefe, Bruyette & Woods (referred to as a “syndicated community offering”). We have the right to accept or reject orders received in the community offering and the syndicated community offering at our sole discretion.

 

If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. Shares will be allocated as set forth in our Plan of Conversion. A detailed description of share allocation procedures can be found in the sections entitled “ The Conversion And Stock Offering — Subscription Offering And Subscription Rights ” and “ The Conversion And Stock Offering — Community Offering .”

Limits On Your Purchase Of The Common Stock

The minimum number of shares of common stock that you may purchase is 25.

If you are not currently a Westfield Financial stockholder:

No individual, or person exercising subscription rights through a single qualifying account held jointly may purchase more than 50,000 shares of common stock. If any of the following persons purchase shares of common stock, their purchases when combined with your purchases cannot exceed 100,000 shares:

 

•

your spouse or relatives of you or your spouse living in your house;

 

•

companies, trusts or other entities in which you have a financial interest or hold a position; or

 

•

other persons who may be acting in concert with you.

Persons living at the same address and persons exercising subscription rights through qualifying deposit accounts registered to the same address will be subject to this overall purchase limitation.

If you are currently a Westfield Financial stockholder:

In addition to the above purchase limitation, there is an ownership limitation for stockholders, other than our employee benefit plans. Shares of common stock that you purchase in the offering individually and together with persons acting in concert with you as described above, plus any new shares of New Westfield Financial common stock you and they receive in exchange for your existing shares of common stock of Westfield Financial, may not exceed 5% of the total shares to be issued in the stock offering and exchange. Subject to the approval of the Office of Thrift Supervision, we may increase or decrease the purchase and ownership limitations at any time. For a detailed description of purchase limitations see “ The Conversion And Stock Offering — Limitations On Common Stock Purchases .”

The Exchange Of Westfield Financial Common Stock

If you are currently a stockholder of Westfield Financial, your shares as of the date of the consummation of the conversion and stock offering will be cancelled and exchanged for new shares of our common stock. The number of shares you receive will be based on an exchange ratio determined as of the closing of the conversion and will depend upon the number of shares we sell in our offering and the final appraised value of Westfield Financial and Westfield Mutual Holding Company. The number of shares you receive is not dependent on the market price of Westfield Financial common stock currently outstanding.

 

The following table shows how many shares a hypothetical owner of Westfield Financial common stock would receive in the exchange, based on the number of shares sold in the offering.

 

		Shares to be sold in this offering					Shares to be exchanged for shares of our common stock					Total shares of common stock to be outstanding after the conversion		Exchange ratio		Shares of our common stock that would be exchanged for 100 shares
		Amount		Percent			Amount		Percent
Minimum		12,750,000		57.65	%		9,367,096		42.35	%		22,117,096		2.27378		227
Midpoint		15,000,000		57.65			11,020,113		42.35			26,020,113		2.67504		267
Maximum		17,250,000		57.65			12,673,130		42.35			29,923,130		3.07629		307
15% above the maximum		19,837,500		57.65			14,574,099		42.35			34,411,599		3.53774		353

If you own shares of Westfield Financial that are held in “street name,” they will be exchanged without any action on your part. If you are the record owner of shares of Westfield Financial and hold certificates, you will receive, after the conversion and stock offering are completed, a transmittal form with instructions to surrender your stock certificates. New certificates of our common stock will be mailed within five business days after the exchange agent receives properly executed transmittal forms and certificates.

No fractional shares of our common stock will be issued to any public stockholder of Westfield Financial upon completion of the conversion. For each fractional share that would otherwise be issued, we will pay an amount equal to the product obtained by multiplying the fractional share interest to which the holder would otherwise be entitled by the $10.00 per share subscription price.

We also will convert options previously awarded under our current stock option plan (the “2002 Stock Option Plan”) into options to purchase New Westfield Financial common stock, with the number and exercise price to be adjusted based on the exchange ratio. The term and vesting period of the previously awarded options will remain unchanged. If any options are exercised before we complete the offering, they would increase the number of shares outstanding and could affect the exchange ratio. Also, if options are exercised and shares come from authorized but unissued shares, they would further dilute stockholders’ interests. We will also convert shares of common stock held in our existing employee stock ownership plan into our shares of common stock based on the exchange ratio. Additionally, our employee stock ownership plan will purchase up to 8.0% of the shares sold in the offering.

Under the law of the Commonwealth of Massachusetts and federal regulations, the public stockholders of Westfield Financial do not have dissenters’ rights or appraisal rights.

How You May Purchase Common Stock

To purchase shares you must deliver a signed and completed stock order form, accompanied by full payment or deposit account withdrawal authorization as described below, by 12:00 noon, Eastern time, on [Expiration Date]. You may mail your order form in the reply envelope that we have provided. It must be received by our Stock Information Center (not postmarked) by this offering deadline. You may instead hand-deliver your order form to our Stock Information Center, or send it by overnight delivery to our Stock Information Center at the address noted on the stock order form. You may not mail or deliver stock order forms to any of our branch offices. We are not required to accept photocopies or facsimiles of stock order forms.

 

In the subscription and community offerings, you may pay for your shares by:

Personal check, bank check or money order. Each of these must be made payable directly to “Westfield Financial, Inc.” (do not endorse third party checks). These will be cashed upon receipt. We will pay interest on these funds at Westfield Bank’s passbook savings rate from the date payment is received until completion or termination of our stock offering. Wire transfers will not be accepted. Cash and Westfield Bank line of credit checks may not be remitted as payment for your order.

Authorized account withdrawal. The stock order form outlines the means of using Westfield Bank deposit accounts to pay for subscribed-for stock. The funds you authorize for direct deposit account withdrawal must be in your account at the time your stock order form is received. Funds will not be withdrawn from your account until the completion of the stock offering and will earn interest at the applicable deposit account rate until such time. However, a hold will be placed on these funds when your stock order form is received, making the designated funds unavailable to you for any purpose. You may authorize funds from a Westfield Bank certificate of deposit account without incurring an early withdrawal penalty, with the agreement that the withdrawal is being made for the purchase of shares in the stock offering.

You might be able to use IRA funds; however, you may not authorize direct withdrawal from Westfield Bank IRA deposit accounts. If you wish to use some or all of the funds in your IRA at Westfield Bank, the applicable funds must be transferred to a self-directed IRA account maintained by an independent trustee, such as a brokerage firm. If you do not have such an account, you will need to establish one before placing your stock order. An annual administration fee may be payable to the independent trustee. Because individual circumstances differ and processing of retirement fund orders takes additional time, we recommend that you initiate this process promptly, preferably at least two weeks before the [Expiration Date] offering deadline, to discuss the possibility of using your Westfield Bank IRA deposit account or any other retirement account held at Westfield Bank or elsewhere. Whether you may use such funds for the purchase of shares in the stock offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

We reserve the right to waive or permit the correction of incomplete or improperly executed stock order forms on a case by case basis, but do not represent that we will do so. Once received by us, you may not change, modify or cancel your order. Our employees and Stock Information Center staff are not responsible for correcting or completing information provided on the stock order forms we receive, including the account information requested for the purpose of verifying subscription rights.

We may not lend funds or extend a line of credit (including line of credit or overdraft checking) to anyone for the purpose of purchasing shares in the offering.

Delivery Of Stock Certificates

Certificates representing shares of common stock issued in the stock offering will be mailed to the certificate registration address noted on the order form, as soon as practicable following completion of the offering and receipt of all necessary regulatory approvals. It is possible that, until certificates for the common stock are available and delivered to purchasers, purchasers might not be able to sell the shares of common stock which they ordered, even though the common stock will have begun trading.

If you are currently a stockholder of Westfield Financial, see “ — The Exchange Of Westfield Financial Common Stock ” above.

 

How We Intend To Use The Proceeds From The Stock Offering

Assuming we sell 17,250,000 shares in the stock offering, we intend to distribute the net proceeds from the stock offering as follows:

 

•

$84,827,000 will be contributed to Westfield Bank;

 

•

$6,900,000 will be loaned to our Tax-Qualified Employee Stock Ownership Plan in order to fund its purchase of common stock; and

 

•

$77,928,000 will be retained by New Westfield Financial.

Funds raised in the stock offering will allow Westfield Bank to better serve the needs of its community by increasing lending, especially to support continued growth in its commercial loan portfolio; expanding the products and services it currently offers (including the possible introduction of new products and services); opening or acquiring additional branch offices (Westfield Bank plans to open an additional branch in Westfield, Massachusetts, during the first half of 2007); and funding other general corporate purposes. We will use the capital retained by us to pay dividends to stockholders; repurchase shares of our common stock; finance acquisitions of other financial institutions or other businesses related to banking (although no mergers or acquisitions are planned at the present time); and fund other general corporate purposes.

You May Not Sell Or Transfer Your Subscription Rights

Office of Thrift Supervision regulations prohibit you from transferring your subscription rights. If you order stock in the subscription offering, you will be required to state on the order form that you are purchasing the stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights or the shares of stock to be issued upon their exercise. We intend to take legal action, including reporting persons to federal or state regulatory agencies, against anyone whom we believe sells or gives away their subscription rights. We will not accept your order if we have reason to believe that you sold or transferred your subscription rights. When registering your stock purchase on the order form in the subscription offering, you should not add the name(s) of persons who qualify only in a lower purchase priority than you do.

Deadline For Orders Of Common Stock

If you wish to purchase shares, a properly completed stock order form, together with payment for the shares, must be received (not postmarked) by the Stock Information Center, located at our executive office, no later than 12:00 noon, Eastern time, on [Expiration Date]. You must submit your order form(s) by mail using the return envelope provided, overnight courier to the address noted on the order form or by dropping off your order form at the Stock Information Center. Order forms cannot be accepted by branch offices of Westfield Bank.

Termination Of The Stock Offering

The subscription offering will terminate at 12:00 noon, Eastern time, on [Expiration Date]. We expect that the community offering, if any, will terminate at the same time. We may extend this expiration date, without notice to you, until [Extension Date #1], unless regulators approve a later date. If the subscription offering and/or community offering are extended beyond [Extension Date #1], we will be required to resolicit subscriptions before proceeding with the stock offering. All further extensions, in the aggregate, may not last beyond [Extension Date #2].

 

Steps We May Take If We Do Not Receive Orders For The Minimum Number Of Shares

If we do not receive orders for at least 12,750,000 shares of common stock, we may take several steps in order to sell the minimum number of shares in the offering range. Specifically, we may increase the purchase limitations. In addition, we may seek regulatory approval to extend the stock offering beyond [Extension Date #2], the expiration date, provided that any such extension will require us to resolicit subscriptions received in the stock offering. See “ The Conversion And Stock Offering — Limitations On Common Stock Purchases .” If we fail to sell the minimum number of shares, we will return your funds to you with interest, or cancel your deposit account withdrawal authorization.

Purchases By Officers And Directors

We expect our directors and executive officers, together with their associates, to subscribe for 107,500 shares of common stock. The purchase price paid by them will be the same $10.00 per share price paid by all other persons who purchase shares of common stock in the offering. Following the offering, our directors and executive officers, together with their associates, are expected to beneficially own approximately 1,844,372 shares of common stock, or 7.1% of our shares to be outstanding based upon the midpoint of the offering range, including shares held by the employee stock ownership plan and stock options exercisable within 60 days of October 1, 2006.

Benefits To Management And Potential Dilution To Stockholders Resulting From The Offering

Our employee stock ownership plan intends to purchase up to 8.0% of the shares of common stock that we sell in the offering. If we receive orders for more shares of common stock than the maximum of the offering range, the employee stock ownership plan will have a first priority right to purchase a limited amount of additional shares over this maximum. We will incur additional compensation expense as a result of the employee stock ownership plan’s purchase of shares in the offering. Under the rules of the Office of Thrift Supervision, the employee stock ownership plan may not, in aggregate, hold more than 8.0% percent of the shares outstanding following the completion of the stock offering.

In addition, we intend to consider the implementation of the following benefit plans in connection with the conversion.

Recognition and Retention Plan. We intend to implement a recognition and retention plan (the “2007 Recognition and Retention Plan”) no earlier than six months after the conversion. If adopted within 12 months following the completion of the conversion, the 2007 Recognition and Retention Plan will reserve a number of shares up to 3.39% of the shares sold in the offering, or up to 585,039 shares of common stock at the maximum of the offering range, for awards to key employees and directors, in order to ensure that the aggregate number of shares subject to the 2007 Recognition and Retention Plan and the current recognition and retention plan (the “2002 Recognition and Retention Plan”) does not exceed 4.0% of the shares outstanding following the completion of the conversion, as required under Office of Thrift Supervision rules. Stockholder approval of the 2007 Recognition and Retention Plan will be required.

 

Stock Option Plan. We also intend to implement a stock option plan (the “2007 Stock Option Plan”), no earlier than six months after the conversion. If adopted within 12 months following the completion of the conversion, the 2007 Stock Option Plan will reserve a number of shares up to 8.48% of the shares sold in the offering, or up to 1,462,598 shares of common stock at the maximum of the offering range, for grants to key employees and directors, in order to ensure that the aggregate number of shares subject to the 2007 Stock Option Plan and the current stock option plan (the “2002 Stock Option Plan”) does not exceed 10.0% of the shares outstanding following the conversion, as required under Office of Thrift Supervision rules. Stockholder approval of the 2007 Stock Option Plan will be required.

The following table summarizes the number of shares and aggregate dollar value of awards available for grant that are expected under the 2007 Recognition and Retention Plan and the 2007 Stock Option Plan, if adopted as expected after the stock offering. A portion of the available stock grants shown in the table below may be made to non-executive employees.

 

		Number of new shares or options to be granted(1)							Dilution resulting from issuance of shares for stock benefit plans(3)			Value of new available grants(2)
		At minimum of offering range		At maximum of offering range		As a percentage of common stock to be issued in the offering						At minimum of offering range			At maximum of offering range
2007 Recognition and Retention Plan		432,420		585,039		3.39	%		1.92	%		$	4,324,200		$	5,850,390
2007 Stock Option Plan		1,081,049		1,462,598		8.48			4.66				1,805,352			2,442,539
Total(3)		1,513,469		2,047,637		11.87	%		6.58	%		$	6,129,552		$	8,292,929

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(1)	The 2007 Recognition and Retention Plan and the 2007 Stock Option Plan may award a greater number of shares and options, respectively, if they are adopted more than one year after the completion of the conversion, although such plans may remain subject to supervisory restrictions.

(2)

The actual value of restricted stock grants will be determined based on their fair value as of the date that grants are made. For purposes of this table, fair value of the restricted stock grants is assumed to be the same as the offering price of $10.00 per share. The actual value of restricted stock grants will be determined based on their fair value as of the date grants are made. For purposes of this table, fair value is assumed to be the same as the offering price of $10.00 per share. The fair value of stock options has been estimated at $1.67 per option using the binomial option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; dividend yield of between 3.00% and 4.00%; expected option life of ten years; risk free interest rate of 5.65%; and a volatility rate of 10.26% based on an index of publicly-traded thrifts that have undergone a second step conversion.

(3)	Assumes shares are issued from authorized but unissued shares.

Stockholders will experience a reduction or dilution in their ownership interest of approximately 4.66% if we use newly-issued shares to fund stock awards and stock option grants made under the 2007 Recognition and Retention Plan and the 2007 Stock Option Plan (or taken individually, 1.92% for the 2007 Recognition and Retention Plan and 2.74% for the 2007 Stock Option Plan). In addition, stockholders will experience a reduction or dilution in their ownership interest of approximately 2.46% if we use newly-issued shares to fund stock awards and stock option grants made under the 2002 Recognition and Retention Plan and the 2002 Stock Option Plan (or taken individually, 0.06% for the 2002 Recognition and Retention Plan and 2.40% for the 2002 Stock Option Plan). We may funds these plans through open market purchases, as opposed to new issuances of stock; however, if any options previously granted under the 2002 Stock Option Plan are exercised during the first year following completion of the stock offering, they will be funded with newly-issued shares as the Office of Thrift Supervision regulations do not permit us to repurchase our shares during the first year following the completion of this stock offering except to fund the restricted stock plan or under extraordinary

 

circumstances. We have been advised by the staff of the Office of Thrift Supervision that, under current policy, the exercise of outstanding options and cancellation of treasury shares in the conversion will not constitute an extraordinary circumstance or compelling business for purposes of this test.

The following table presents information regarding the existing and new employee stock ownership plans and stock-based incentive plans. The table below assumes that 29,923,130 shares are outstanding after the stock offering, which includes the sale of 17,250,000 shares in the stock offering and the issuance of 12,673,130 shares in exchange for shares of Westfield Financial using an exchange ratio of 3.07629. The table also assumes that the value of the stock is $10.00 per share and that the exchange of existing shares is in accordance with the exchange ratio at the maximum of the offering range. Finally, the table assumes that all employee stock ownership plan shares are allocated, that all shares under the 2002 Recognition and Retention Plan and the 2007 Recognition and Retention Plan are allocated, and that all options granted under the 2002 Stock Option Plan and the 2007 Stock Option Plan are exercised.

 

Existing and new stock benefit plan		Participants		Shares(2)			Estimated value of shares				Percentage of shares outstanding after the conversion and stock offering
Employee stock ownership plan:		Employees
Existing shares purchased by the employee stock ownership plan				1,214,556	(3)		$	12,145,560			4.06	%
Shares to be purchased by the employee stock ownership plan(1)				690,000				6,900,000			2.31
Total employee stock ownership plan shares				1,904,556				19,045,560			6.37
Restricted Stock Awards:		Directors and officers
Awarded under the 2002 Recognition and Retention Plan				611,886	(4)			6,118,860	(5)		2.04
New shares under the 2007 Recognition and Retention Plan				585,039				5,850,390			1.96
Total shares of restricted stock				1,196,925				11,969,250			4.00
Stock Options:		Directors and officers
Granted under the 2002 Stock Option Plan				1,529,715	(6)			5,996,483	(7)		5.11
New stock options under the 2007 Stock Option Plan				1,462,598				2,442,539	(7)		4.89
Total stock options				2,992,313				8,439,022			10.00
Total of stock benefit plans				6,093,794			$	39,190,738			20.37	%

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(1)	Assumes that the employee stock ownership plan purchases up to 8.0% in the stock offering with funds borrowed from us based on the number of shares sold at the maximum range of the offering and a per share price of $10.00.

(2)	Shares purchased or awarded and options granted prior to the conversion have been adjusted for the 3.07629 exchange ratio at the maximum of the offering range.

(3)	Of these shares, 214,882 shares, as adjusted for the 3.07629 exchange ratio at the maximum of the offering range, have been allocated to accounts of participants.

(4)	Of these shares, 593,109 shares, adjusted for the 3.07629 exchange ratio at the maximum of the offering range, have been awarded.

(5)	The actual value of restricted stock grants will be determined based on their fair value as of the date that grants are made. For purposes of this table, fair value is assumed to be the same as the offering price of $10.00 per share.

 

(6)	Of this amount, options for 235,951 shares, as adjusted for the 3.07629 exchange ratio at the maximum of the offering range, have been exercised to date. Options for 136,157 shares, as adjusted for the 3.07629 exchange ratio at the maximum of the offering range, are available for future grant.

(7)

The fair value of stock options granted under the 2002 Stock Option Plan has been estimated at $3.92 per option using the binomial option pricing model with the following assumptions: a grant-date share price and option exercise price of $14.39; dividend yield of 1.32%; expected option life of ten years; risk free interest rate of 3.46%; and a volatility rate of 28.29% based on Westfield Financial’s historical trading activity. The fair value of stock options to be granted under the 2007 Stock Option Plan has been estimated at $1.67 per option using the binomial option pricing model with the following assumptions: a grant-date share price of $10.00, which assumes that the grant-date share price of $10.00 is reduced by annual dividend payments equal to between 3.00% and 4.00% of the stock price over the expected life of the options; an option exercise price of $10.00; an expected option life of ten years; a risk free interest rate of 5.65%; and a volatility rate of 10.26% based on a sample of publicly-traded thrifts that had undergone a second step conversion.

Market For The Common Stock

Westfield Financial’s common stock is currently traded on the American Stock Exchange under the symbol “WFD.” The common stock of New Westfield Financial will be traded on the American Stock Exchange under the symbol “WFD.” See “ Market For The Common Stock .”

Our Policy Regarding Dividends

Westfield Financial has paid a regular cash dividend of $0.15 per share for each of the first three quarters of 2006. In addition, Westfield Financial paid a special cash dividend of $0.20 on May 25, 2006. On an annualized basis, Westfield Financial pays $0.60 per share of regular dividends. After the conversion and stock offering, we expect the initial annualized dividends paid to equal $0.20 on a per share basis. Those amounts represent an annual dividend yield of 2.0%, based upon a price of $10.00 per share. The amount of dividends that we intend to pay to our stockholders following the conversion is intended to preserve the per share dividend amount, adjusted to reflect the exchange ratio, that our stockholders currently receive on their shares of Westfield Financial common stock. However, the dividend rate and the continued payment of dividends will depend on a number of factors including our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. We cannot assure you that we will not reduce or eliminate dividends in the future.

Tax Consequences

As a general matter, the conversion and stock offering will not be a taxable transaction for purposes of federal or state income taxes to Westfield Mutual Holding Company, Westfield Financial, Westfield Bank, persons eligible to subscribe in the subscription offering, or existing stockholders of Westfield Financial. Existing stockholders of Westfield Financial who receive cash in lieu of fractional share interest in new shares of New Westfield Financial will recognize a gain or loss equal to the difference between the cash received and the tax basis of the fractional share.

Conditions To Completing The Conversion And Stock Offering

We are conducting the conversion and stock offering under the terms of our Plan of Conversion. We cannot complete the conversion and stock offering unless:

 

•

our Plan of Conversion is approved by at least a majority of votes eligible to be cast by members of Westfield Mutual Holding Company (these are depositors of Westfield Bank);

 

•

our Plan of Conversion is approved by the greater of (a) the holders of a majority of the outstanding shares of common stock of Westfield Financial, other than Westfield Mutual Holding Company, or (b) the holders of two-thirds of the votes eligible to be cast by stockholders of Westfield Financial, including Westfield Mutual Holding Company;

 

•

we sell at least the minimum number of shares of common stock offered; and

 

•

we receive approval from the Office of Thrift Supervision to complete the conversion and stock offering.

Westfield Mutual Holding Company intends to vote its ownership interest in favor of the transaction. At October 1, 2006, Westfield Mutual Holding Company owned 57.6% of the outstanding common stock of Westfield Financial. On this date, the directors and executive officers of Westfield Financial and their associates beneficially owned 974,247 shares of Westfield Financial, or 9.8% of the outstanding shares of common stock. They intend to vote their shares in favor of the Plan of Conversion.

How You May Obtain Additional Information Regarding The Conversion And Stock Offering – Stock Information Center

Our branch personnel may not, by law, assist with investment-related questions about the stock offering. If you have any questions regarding the stock offering or the conversion, please call the Stock Information Center at (413) [      ], Monday through Friday between 9:00 a.m. and 4:00 p.m., Eastern time. The center will be closed on weekends and bank holidays. Our branch and other offices will not have offering materials and cannot accept completed order forms or proxy cards.

To ensure that subscribers receive a prospectus at least 48 hours before the offering deadline, we may not mail prospectuses any later than five days prior to such date or hand-deliver any prospectus later than two days prior to the date. Stock order forms may only be distributed with or preceded by a prospectus.

By signing the stock order form, you are acknowledging your receipt of a prospectus and your understanding that the shares are not a deposit account and are not insured or guaranteed by Westfield Mutual Holding Company, Westfield Financial, Westfield Bank, the Federal Deposit Insurance Corporation or any other federal or state governmental agency.

We will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights. The subscription offering and all subscription rights will expire at 12:00 noon, Eastern time, on [Expiration Date], whether or not we have been able to locate each person entitled to subscription rights.