1
================================================================================
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 4, 1999
--------------
BOSTONFED BANCORP, INC.
-----------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-13936 52-1940834
-------- ------------ ----------
(State or other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) File Number) Identification No.)
17 New England Executive Park, Burlington, Massachusetts 01803
--------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(617) 273-0300
--------------
(Registrant's Telephone Number, including Area Code)
Not Applicable
--------------
(Former Name or Former Address, If Changed Since Last Report)
================================================================================
2
ITEM 5. OTHER EVENTS.
On August 4, 1999, BostonFed Bancorp, Inc., a Delaware corporation
("BostonFed"), entered into a Purchase and Sale Agreement (the "Purchase
Agreement") by and among BostonFed, Diversified Ventures, Inc. ("Diversified"),
Ellsmere Insurance Agency, Inc. ("Ellsmere") and Gene J. DeFeudis ("Seller").
The Purchase Agreement is filed as Exhibit 2 hereto and is incorporated herein
by reference. The Purchase Agreement provides that BostonFed will purchase all
of the outstanding capital stock of Diversified and Ellsmere in a cash
transaction.
Consummation of the sale is subject to various conditions, including
receipt of all requisite regulatory approvals. BostonFed anticipates the
transaction will close in the fourth quarter of 1999.
The press release issued by BostonFed with respect to the transaction is
filed herewith as Exhibit 99.
ITEM 7(c). FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 2 Purchase and Sale Agreement, dated as of August 4, 1999, by and
among BostonFed Bancorp, Inc., Diversified Ventures, Inc.,
Ellsmere Insurance Agency, Inc. and Gene J. DeFeudis.
Exhibit 99 Press Release issued by BostonFed Bancorp, Inc. on August 4,
1999.
3
CONFORMED
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.
BOSTONFED BANCORP, INC.
Dated: August 6, 1999 By: /s/ David F. Holland
--------------------------------
Name: David F. Holland
Title: President and Chief
Executive Officer
4
EXHIBIT INDEX
Exhibit 2 Purchase and Sale Agreement, dated as of August 4, 1999, by and
among BostonFed Bancorp, Inc., Diversified Ventures, Inc.,
Ellsmere Insurance Agency, Inc. and Gene J. DeFeudis.
Exhibit 99 Press Release issued by BostonFed Bancorp, Inc. on August 4,
1999.