0001331463-14-000231.txt : 20141219 0001331463-14-000231.hdr.sgml : 20141219 20141219125956 ACCESSION NUMBER: 0001331463-14-000231 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141219 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141219 DATE AS OF CHANGE: 20141219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Federal Home Loan Bank of Boston CENTRAL INDEX KEY: 0001331463 STANDARD INDUSTRIAL CLASSIFICATION: FEDERAL & FEDERALLY-SPONSORED CREDIT AGENCIES [6111] IRS NUMBER: 046002575 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51402 FILM NUMBER: 141298477 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON STREET STREET 2: 9TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-292-9600 MAIL ADDRESS: STREET 1: 800 BOYLSTON STREET STREET 2: 9TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 8-K 1 december2014excessstockrep.htm CURRENT REPORT, ITEMS 7.01 AND 9.01 December 2014 Excess Stock Repurchase Moratorium





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) December 19, 2014

FEDERAL HOME LOAN BANK OF BOSTON
(Exact name of registrant as specified in its charter)


 
 
 
 
 
Federally chartered corporation
 
000-51402
 
04-6002575
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

800 Boylston Street
Boston, MA 02199
(Address of principal executive offices, including zip code)
(617) 292-9600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 7.01 Regulation FD Disclosure

On December 19, 2014, the Federal Home Loan Bank of Boston (the “Bank”) sent a letter to its shareholders announcing the rescission of the Bank’s moratorium on excess stock repurchases to be effective January 1, 2015. The Bank initiated the moratorium on December 8, 2008, to preserve the Bank’s capital in response to certain trends at the time, including the potential for losses on the Bank’s investments in private-label mortgage-backed securities. The Bank repurchased $250.0 million of excess stock in 2012, $300.0 million in 2013, and $1.0 billion in 2014, and as of September 30, 2014, the Bank had a remaining balance of $648.7 million. The Bank’s board of directors (the “Board”) determined that the Bank’s financial condition has improved to the point where the moratorium can be lifted. Accordingly, the Bank will begin considering shareholder requests to repurchase excess stock commencing January 2, 2015, the first business day of the year. As always, the Bank retains sole discretion to approve or deny excess stock repurchase requests on a case-by-case basis. The shareholder letter provides additional detail and is attached to this report as Exhibit 99.1.

******************************************************************************
The information being furnished in this Item and contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

This report, including Exhibit 99.1, uses forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on the Bank’s expectations as of the date hereof. The words “preliminary,” “expects,” “anticipates,” “will,” and similar statements and their plural and negative forms are used in this notification to identify some, but not all, of such forward-looking statements. The Bank cautions that, by their nature, forward-looking statements involve risks and uncertainties, including, but not limited to, the application of accounting standards relating to, among other things, the amortization of discounts and premiums on financial assets, financial liabilities, and certain fair value gains and losses; hedge accounting of derivatives and underlying financial instruments; the fair values of financial instruments, including investment securities and derivatives; and other-than-temporary impairment of investment securities, in addition to instability in the credit and debt markets, economic conditions (including effects on, among other things, mortgage-backed securities), changes in interest rates, and prepayment speeds on mortgage assets. Accordingly, the Bank cautions that actual results could differ materially from those expressed or implied in these forward-looking statements or could impact the extent to which a particular objective, projection, estimate or prediction is realized, and you are cautioned not to place undue reliance on such statements. The Bank does not undertake to update any forward-looking statement herein or that may be made from time to time on behalf of the Bank.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number
99.1    Letter sent to Bank shareholders on December 19, 2014.

Signature(s)
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.

Date:
December 19, 2014
 
Federal Home Loan Bank of Boston
 
 
 
By:/s/ Frank Nitkiewicz
 
 
 
Frank Nitkiewicz
 
 
 
Executive Vice President and Chief Financial Officer



EX-99.1 2 ex991lettersenttobankshare.htm EXHIBIT 99.1 LETTER SENT TO BANK SHAREHOLDERS Ex 99.1 Letter sent to Bank shareholders



EXCESS STOCK REPURCHASE

December 19, 2014

Dear Shareholders:

I am pleased to announce that the Federal Home Loan Bank of Boston’s Board of Directors has rescinded the moratorium on excess stock repurchases, effective January 1, 2015.

Today’s action is great news for our members and the Bank. Six financial goals were established in 2009, including the restoration of consistent profitability; the more fully funding of the Affordable Housing Program; the resumption of dividend payments; the increased market value of stock; and the attainment of our retained earnings target, and all have been achieved. As a result of progress toward meeting these goals along the way, the Bank repurchased $250.0 million of excess stock in 2012, $300.0 million in 2013, and $1.0 billion in 2014, and as of September 30, 2014, the Bank had a remaining balance of $648.7 million. Today’s announcement demonstrates that the Bank’s financial condition has improved to the point where the moratorium can now be lifted.

The process of requesting the repurchase of excess stock is outlined in the Bank’s Capital Plan, http://www.fhlbboston.com/downloads/aboutus/capital_plan.pdf, which should be consulted on the specifics. Generally, a member must email, scan, or mail a request in writing (see attached form) to Customer Service for the repurchase of a specific number of capital stock shares. The request must be on the member’s letterhead and signed by an authorized individual. Requests received by 2:00 p.m. will be considered for same-day reimbursement, and those received after 2:00 p.m. will be considered for approval the next business day. As always, the Bank retains sole discretion to approve or deny excess stock repurchases requests on a case-by-case basis. If you have any questions, please contact Customer Service at customerservice@fhlbboston.com, or 1-800-358-9709.
We thank you for your support this year, and look forward to providing the solutions you need to succeed in 2015 and beyond.

Sincerely,

Edward A. Hjerpe III
President and Chief Executive Officer

Enclosures (1)













EXCESS STOCK REPURCHASE REQUEST

[DATE]

Newton Thompson
Vice President/Director of Bank Operations
Federal Home Loan Bank of Boston
800 Boylston Street, 9th Floor
Boston, MA 02199

Re:
Request for the Federal Home Loan Bank of Boston to Repurchase Class B Shares Held in Excess of Total Stock Investment Requirement

Dear Mr. Thompson:
As a duly authorized officer acting on behalf of {name of member institution, docket number} (Institution), I hereby request that the Federal Home Loan Bank of Boston (“Bank”) repurchase at a price of par ($100 per share) $ ___________________ or an amount of shares of Class B Stock equal to ____ percent of the Institution’s holdings of Class B Stock in excess of the Institution’s Total Stock Investment Requirement rounded down to the next even $100 increment.
I understand that the Bank may repurchase all, some, or none of the requested excess shares in its sole discretion and subject to the limitations of §III.A.3 of the Bank’s Capital Plan. I hereby waive the 15-day notice requirement contained in § III.A.2(a) of the Capital Plan.
Sincerely,
[NAME OF MEMBER INSTITUTION]

By:_____________________________
{name and title of authorizing officer}