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
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
