CUSIP NO. 584131106 Page 1 of 6 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Medford Bancorp, Inc.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
584131106
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(CUSIP Number)
Eric Luse, Esq.
John J. Gorman, Esq.
Luse Lehman Gorman Pomerenk & Schick
A Professional Corporation
5335 Wisconsin Avenue
Washington, D.C. 20015
(202) 274-2000
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(Name, Address, Telephone number of Person Authorized to
Receive Notices and Communications)
March 3, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and if filing this
schedule because of Rule 13d-1 (e),(f) or (g), check the following box. |_|
(Continued on following pages)
Page 1 of 6 Pages
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CUSIP NO. 584131106 Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brookline Securities Corp. 04-3411929
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO ITEMS 2(d)
OR 2(e) |_|
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
424,248
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER
0
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE DISPOSITIVE POWER
424,248
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
424,248
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.06%
14. TYPE OF REPORTING PERSON
C0
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CUSIP NO. 584131106 Page 3 of 6 Pages
Item 1. Security and Issuer
The securities as to which this Schedule 13D ("Schedule") relates are
shares of common stock, $.01 par value per share ("Common Stock"), of Medford
Bancorp, Inc. (the "Issuer"). The address of the Issuer's principal executive
office is 29 High Street, Medford, Massachusetts, 02155. Based upon the Issuer's
Form 10-Q for the quarter ended September 30, 1999, the Issuer has outstanding
8,382,252 shares of Common Stock.
Item 2. Identity and Background
(a)-(c) This Schedule is filed on behalf of Brookline Securities Corp.
("Brookline Securities"), which is a wholly-owned subsidiary of Brookline
Bancorp, Inc. (the "Company") established by the Company for the purpose of
buying, selling and holding investment securities. The Company's principal
business is acting as the holding company for Brookline Savings Bank (the
"Bank"), a Massachusetts chartered savings bank offering a variety of loan and
deposit products to the communities it serves. Brookline Bancorp, MHC, a mutual
holding company organized under the laws of the Commonwealth of Massachusetts
("MHC"), owns approximately 55% of the issued and outstanding shares of common
stock of the Company (Brookline Securities, the MHC and the Company are
collectively referred to as the "Companies"). The purchases of the Issuer's
common stock are being made by Brookline Securities. The address of the
Companies' principal executive offices is 160 Washington Street, Brookline,
Massachusetts 02445.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to each executive officer and
director of the Companies ("Insiders"):
<TABLE>
<CAPTION>
Name(1) Principal Occupation or Employment and Address(2)
<S> <C>
Oliver F. Ames Director - Civic and charitable organizations
Dennis S. Aronowitz Trustee - John Hancock mutual funds
Paul R. Bechet Senior Vice President and Chief Financial Officer of the Company and
the Bank and Treasurer of the MHC
George C. Caner, Jr. Attorney - Ropes & Gray
David C. Chapin President - Cameron Properties
Richard P. Chapman, Jr. President and Chief Executive Officer of the Company, the Bank and
the MHC
William G. Coughlin Private investor in commercial real estate
Susan M. Ginns Senior Vice President and Treasurer of the Company and the Bank
John L. Hall, II President - Hall Properties, Inc.
Charles H. Peck Executive Vice President of the Company, the Bank and the MHC
Hollis W. Plimpton, Jr. Rector - St. George's Anglican Church
Edward D. Rowley Retired
Joseph J. Slotnik Private investor
William V. Tripp, III Partner - Holland & Knight, LLP
Rosamond B. Vaule Volunteer - Educational and charitable organizations
Peter O. Wilde Managing Director - Beckwith Bemis Incorporated
Franklin Wyman, Jr. Chairman and Treasurer - O'Conor, Wright, Wyman, Inc.
</TABLE>
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(1) With the exception of Paul R. Bechet and Susan M. Ginns, each individual is
a director of the Company and of the MHC. The directors of Brookline
Securities are Messrs. Ames, Chapman, Coughlin, Slotnik and Wyman. The
executive officers of Brookline Securities are Messrs. Chapman and Bechet.
(2) The mailing address for each person listed is 160 Washington Street,
Brookline, Massachusetts 02445.
(d) During the past five years, none of the Companies nor the Insiders have been
convicted in a criminal proceeding
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CUSIP NO. 584131106 Page 4 of 6 Pages
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the Companies nor the Insiders have
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or a finding of any violation with respect to such laws.
(f) All of the Insiders are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration
The purchases of Issuer's common stock have been made by Brookline
Securities. Brookline Securities has financed its purchases of Common Stock from
its working capital consisting of available cash and investments.
Item 4. Purpose of Transaction
The investment in Issuer's Common Stock is for investment purposes only.
Currently, none of the Companies has any plans which relate to or would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D. In the future, however, the Companies reserve the right to review their
investment objectives in Issuer's Common Stock.
Under the requirements of the Bank Holding Company Act of 1956 (the "BHC
Act"), the Companies were required to obtain the approval of the Board of
Governors of the Federal Reserve System (the "FRB") before either the Company or
the MHC could acquire more than 5% of the issued and outstanding shares of the
Issuer's Common Stock. On November 29, 1999, the Companies received approval
from the FRB to acquire up to 9.9% of the Issuer's Common Stock. The time period
for the Companies to acquire their ownership interest in the Issuer has been
extended by the FRB to May 29, 2000. In connection with receiving the approval
of the FRB, the Companies entered into certain commitments with the FRB, which
are intended to assure that the Companies are not able to exercise a controlling
influence over the Issuer. In this regard, the Companies agreed that, without
the prior approval of the FRB, they will not directly or indirectly:
(1) exercise or attempt to exercise a controlling influence over the
management or policies of the Issuer or any of its subsidiaries;
(2) seek or accept representation on the board of directors of the Issuer
or any of its subsidiaries;
(3) have or seek to have any employee or representative serve as an
officer, agent or employee of the Issuer or any of its subsidiaries;
(4) take any action that would cause the Issuer or any of its subsidiaries
to become a subsidiary of the Companies;
(5) acquire or retain shares that would cause the combined interests of
the Companies and their officers, directors, and affiliates to equal
or exceed 25 percent of the outstanding voting shares of the Issuer
or any of its subsidiaries;
(6) propose a director or slate of directors in opposition to a nominee
or slate of nominees proposed by the management or the board of
directors of the Issuer or any of its subsidiaries;
(7) solicit or participate in soliciting proxies with respect to any
matter presented to the shareholders of the Issuer or any of its
subsidiaries;
(8) attempt to influence the dividend policies or practices; the
investment loan, or credit decisions or policies; the pricing of
services; personnel decisions; operations activities (including the
location of any offices or
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CUSIP NO. 584131106 Page 5 of 6 Pages
branches or their hours of operation, etc.); or any similar
activities or decisions of the Issuer or any of its subsidiaries;
(9) dispose or threaten to dispose of shares of the Issuer or any of its
subsidiaries as a condition of specific action or nonaction by the
Issuer or any of its subsidiaries; or
(10) enter into any other banking or nonbanking transactions with the
Issuer or any of its subsidiaries, except that the Companies may
establish and maintain deposit accounts with the Issuer's subsidiary
depository institution, provided that the aggregate balance of all
such deposit accounts does not exceed $500,000 and that the accounts
are maintained on substantially the same terms as those prevailing for
comparable accounts of persons unaffiliated with the Issuer or any of
its subsidiaries.
Item 5. Interest in Securities of the Issuer
(a) As of March 3, 2000, Brookline Securities directly and beneficially
owned 424,248 shares of the Issuer's Common Stock, which represented 5.06% of
the issued and outstanding shares of Common Stock on such date. Brookline
Securities is not aware of any individuals named at Item 2(a)-(c) above who owns
any Common Stock.
(b) Brookline Securities has the sole power to vote and the sole power to
dispose of the 424,248 shares of Common Stock owned by it.
(c) Set forth at Schedule I are the Companies' transactions in the Issuer's
Common Stock within the past 60 days.
(d) No person or entity other than Brookline Securities has the right to
receive, or the power to direct the receipt of, dividends from, or the proceeds
from the sale of, the shares of the Issuer's Common Stock reported in this
Schedule.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
As of the date of this Schedule, none of the Companies nor any of the
Insiders is a party to any contract, arrangement, understanding or relationship
among themselves or with any other person with respect to any securities of the
Issuer, including but not limited to transfer or voting of any of the Common
Stock, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, the giving or
withholding of proxies, or otherwise subject to a contingency the occurrence of
which would give another person voting or investment power over the Common
Stock.
Item 7. Material to be Filed as Exhibits
None.
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CUSIP NO. 584131106 Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
Brookline Securities Corp.
/s/ Paul R. Bechet
------------------
Paul R. Bechet
Treasurer
Date: March 13, 2000
<PAGE>
SCHEDULE I
Schedule of Stock Purchases by Brookline Securities Corp. of Medford Bancorp,
Inc. Within the Past Sixty Days
<TABLE>
<CAPTION>
Stock Purchases by Brookline Securities Corp.
<S> <C> <C> <C> <C>
Number of Dollar
Trade Date Settlement Date Shares Price Amount
March 3, 2000 March 8, 2000 10,000 $13.375 $133,750
</TABLE>
All shares of Issuer Common Stock were purchased through brokerage transactions
conducted on the open market.
