1 Exhibit 99.3 FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C. 20429 ----------------- FORM F-3 CURRENT REPORT Under Section 13 of the Securities Exchange Act of 1934 FOR THE MONTH OF APRIL, 1997 MEDFORD SAVINGS BANK (Exact name of bank as specified in charter) 29 HIGH STREET, MEDFORD, MASSACHUSETTS (Address of principal executive offices) (617) 395-7700 (Bank's telephone number, including area code) 2 Item 9 -- Submission of Matters to a Vote of Security Holders On April 28, 1997, Medford Savings Bank (the "Bank") held its Annual Meeting of Stockholders (the "Meeting"). There were 4,539,581 shares issued, outstanding and eligible to vote as of March 3, 1997. A total of 3,847,136 shares, or 84.746% of the eligible voting shares, were present in person or by proxy at the Meeting. At the Meeting, the stockholders elected the following three individuals as Directors of the Bank, with the following vote total for each nominee: BROKER NON-VOTES NOMINEE FOR WITHHELD AND ABSTENTIONS - - - ------- --- -------- --------------- Edward D. Brickley 3,802,229.861 44,906.242 0 Robert A. Havern, III 3,806,958.157 40,177.946 0 Francis D. Pizzella 3,798,113.861 49,022.242 0 In addition to the above Directors elected at the Meeting, the Bank has seven Directors whose term of office as such continued after the Meeting: David L. Burke, Paul J. Crowley, Mary Lou Doherty, Edward J. Gaffey, Andrew D. Guthrie, Jr., Arthur H. Meehan, and Eugene R. Murray. At the Meeting, the stockholders also elected Eugene R. Murray as Clerk of the Bank. The number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to Eugene R. Murray's election is as follows: BROKER NON-VOTES FOR AGAINST AND ABSTENTIONS - - - --- ------- --------------- 3,801,282.168 25,760.866 20,093.069 1 3 SIGNATURES Under the requirements of the Securities Exchange Act of 1934, the Bank has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MEDFORD SAVINGS BANK Date: May 6, 1997 By: /s/ Arthur H. Meehan -------------------- Arthur H. Meehan Chairman, President and Chief Executive Officer 2