-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LxJrRbx8TwQC85zks68AQhpzexUfGgOnuPxgKhfBh0Kfyn4+HERBT7mDH2WfquzZ DjG9IQWidLJRghuZdhSyiQ== 0000896415-96-000026.txt : 19960222 0000896415-96-000026.hdr.sgml : 19960222 ACCESSION NUMBER: 0000896415-96-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960208 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960221 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON BANCORP CENTRAL INDEX KEY: 0000760079 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 042850710 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13795 FILM NUMBER: 96523666 BUSINESS ADDRESS: STREET 1: 460 W BROADWAY CITY: SOUTH BOSTON STATE: MA ZIP: 02127 BUSINESS PHONE: 6172682500 MAIL ADDRESS: STREET 1: 460 WEST BRAODWAY CITY: SOUTH BOSTON STATE: MA ZIP: 02127 8-K 1 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) February 8, 1996 THE BOSTON BANCORP (Exact name of registrant as specified in its charter) Massachusetts 0-13795 04-2850710 (State or other (Commission File (IRS Employer Jurisdiction of Number) Identification No.) incorporation) 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) Page 1 Item 5. Other Events On February 8, 1996, the South Boston Savings Bank, a wholly-owned subsidiary of the Boston Bancorp (the "Company") reached an agreement to sell its commercial real estate loan portfolio to BlackRock Capital Finance, L.P. The portfolio is valued at approximately $150 million. The sale of the portfolio is a pre-condition to the pending acquisition of the Company by Bank of Boston Corporation, announced on October 11, 1995. The sale is expected to yield South Boston Savings Bank an aggregate purchase price, before expenses, equal to 87 percent of the unpaid balance of the portfolio as of January 31, 1996, subject to adjustments. South Boston Savings Bank does not expect a material gain or loss from the sale. Unless waived by South Boston Savings Bank, the sale of the loan portfolio is subject to approval by the Company's stockholders of the acquisition by Bank of Boston Corporation. The portfolio sale, expected to be completed in the spring, is also subject to customary closing conditions. 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. Page 2 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 David L. Smart Vice President and Treasurer Date: February 21, 1996 Page 3 EXHIBIT INDEX The following exhibits are filed with the Current Report on Form 8-K. Sequential Page Exhibit No. Description Number 99a Press Release re: Agreement to Sell Commercial 5 Real Estate Loan Portfolio to BlackRock Capital Finance L.P. Page 4 EX-99 2 Exhibit 99a NICOLAZZO & ASSOCIATES FOR IMMEDIATE RELEASE Contact: Richard E. Nicolazzo Dick Gaines Nicolazzo & Associates 617/227-4150 SOUTH BOSTON SAVINGS BANK AGREES TO SELL COMMERCIAL LOAN PORTFOLIO BOSTON, MA, February 8, 1996 -- South Boston Savings Bank has agreed to sell its approximately $150 million commercial real estate loan portfolio to BlackRock Capital Finance L.P., it was announced today. The sale of the portfolio is a pre-condition to the pending acquisition of South Boston Savings Bank's parent, The Boston Bancorp (NASDAQ:SBOS), by Bank of Boston Corporation (NYSE:BKB). The Bank of Boston transaction was announced October 11, 1995. BlackRock Capital Finance L.P. and its affiliates have over $560 million of capital available to acquire real estate debt. The capital is managed by BlackRock Financial Management, Inc. located in New York City, which is an investment management company affiliated with PNC Bank, N.A., one of the nation's largest banks. The sale is expected to yield South Boston Savings Bank an aggregate purchase price, before expenses, equal to 87 percent of the unpaid balance of the portfolio as of January 31, 1996, subject to adjustments. South Boston Savings Bank does not expect a material gain or loss from the sale. As part of the transaction, BlackRock Capital Finance L.P. has agreed to establish a commercial loan production and customer service office to service the needs of borrowers in the Greater Boston area. The agreement permits South Boston Savings Bank, in conjunction with BlackRock Capital Finance L.P., to continue its current commercial loan modification program until the portfolio sale is completed. Unless waived by South Boston Savings Bank, the sale of the loan portfolio is subject to approval by The Boston Bancorp's stockholders of the acquisition by Bank of Boston Corporation. The portfolio sale, expected to be completed in the spring, is also subject to customary closing conditions. "This is a positive situation all around," said Robert E. Lee, Chairman, President and CEO of The Boston Bancorp. Page 5 "It's a positive for our customers because their business is being obtained by a first-rate financial organization that has made a commitment to expand the availability of credit in the market we serve," Lee said. "It's also a positive for the stockholders because we obtained a good price for the portfolio, and we have enabled stockholders to vote on the Bank of Boston acquisition without concern for how the sale of this portfolio will affect the value they receive in the Bank of Boston transaction," Lee added. The Boston Bancorp is the holding company for the South Boston Savings Bank, a state-chartered stock savings bank based in South Boston, Massachusetts. The bank has full-service offices in South Boston, Dorchester, Quincy, North Quincy, Weymouth, Needham and West Roxbury. Page 6 -----END PRIVACY-ENHANCED MESSAGE-----