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) September 25, 1995
THE BOSTON BANCORP
(Exact name of registrant as specified in its charter)
Massachusetts 0-13795 04-2850710
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(State or other Jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
460 West Broadway, South Boston, Massachusetts 02127
(Address of principal executive officer) (Zip Code)
Registrant's telephone number, including area code: (617) 268-2500
Not applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTs
On October 10, 1995, the Boston Bancorp (the "Company") reached an
agreement to be acquired by Bank of Boston Corporation. Completion of the
transactions contemplated by the acquisition agreement, which was approved by
the boards of directors of the Company and its wholly-owned subsidiary, South
Boston Savings Bank, remains subject to approval by regulators and the Company's
shareholders, completion by the Company of certain specified preclosing
transactions and certain other conditions customary in transactions of this
nature. Under the terms of the agreement, the Company's shareholders will
receive, in a tax-free exchange, shares of Bank of Boston Corporation stock with
a value (based on the price of Bank of Boston Corporation stock during a
specified period preceding the closing) equal to the Company's adjusted net book
value at closing plus an acquisition premium of $40.6 million.
The preclosing transactions and calculations that will affect book
value at closing will include the conversion of most of the Company's $1.6
billion investment portfolio into cash equivalents for reinvestment by Bank of
Boston Corporation after the closing, and the sale of the Company's $130 million
multifamily and commercial real estate loan portfolio. The adjusted book value
will also reflect the recapture of the Company's savings bank tax bad debt
reserve, which is expected to reduce adjusted net book value at closing by
approximately $11 million.
Because the consideration to be received by the Company's shareholders
will be a function of adjusted net book value at closing, it is not possible to
predict the per share value of the transaction with certainty. However, assuming
the Company's assets (including its $1.6 billion investment portfolio) retain
their current value and assuming the transaction is closed in June 1996, the
Company estimates that its shareholders may receive $39.50 to $42.50 per share
of Bank of Boston Corporation stock. Actual consideration received by the
Company's shareholders may be materially higher or lower than these amounts.
In conjunction with the parties' signing of the acquisition agreement
described above, the Company and Bank of Boston Corporation also entered into a
stock option agreement dated October 10, 1995, pursuant to which the Company has
granted to Bank of Boston Corporation an option to purchase, subject to
adjustment in certain events, up to 1,038,420 authorized but unissued shares of
the Company's common stock at $33.00 per share.
On September 29, 1995, Peter H. Hersey resigned as the Chairman of the
Board of Directors, Acting President and Chief Executive Officer of The Boston
Bancorp. Mr. Hersey continues to be a director of The Boston Bancorp. Robert E.
Lee, a member of the Board of Directors was named the new Chairman, President,
and Chief Executive Officer of The Boston Bancorp as well as its principal
subsidiary, South Boston Savings Bank.
On September 25, 1995, Roger H. Doggett resigned as a director of The
Boston Bancorp and South Boston Savings Bank, effective immediately. Mr. Doggett
resigned for personal reasons, and not because of any disagreement with the
registrant on any matter relating to the registrant's operations, policies, or
practices. No replacement has been appointed yet to fill the vacancy.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits A list of exhibits required is given in the Exhibit Index
that precedes the exhibits filed with this report.
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 thereunto duly authorized.
THE BOSTON BANCORP
By: /s/David L. Smart
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David L. Smart
Vice President and Treasurer
Date: October 19, 1995
EXHIBIT INDEX
The following exhibits are filed with the Current Report on Form 8-K.
Sequential Page
Exhibit No. Description Number
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2a Agreement and Plan of Reorganization dated October
10, 1995 by and between The Boston Bancorp and Bank
of Boston Corporation.
2b Stock Option Agreement dated October 10,
1995 between The Boston Bancorp and Bank
of Boston Corporation.
99a Press Release re: Acquisition by Bank of Boston
Corporation
99b Press Release re:Appointment of Robert E.
Lee as Chief Executive Officer of The
Boston Bancorp.