<PAGE> 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)
September 23, 1996
-------------
COMMISSION FILE NO.: 1-13936
BOSTONFED BANCORP, INC.
-----------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1940834
- ---------------------------------------------------------- ------------------
(State or other Jurisdiction of Incorporation (IRS Employer or
organization) Identification No.)
17 New England Executive Park, Burlington, Massachusetts 01803
- ---------------------------------------------------------- ------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 273-0300
------------------
<PAGE> 2
ITEM 5. OTHER EVENTS.
-------------
On September, 23 1996, BostonFed Bancorp, Inc. announced the signing of a
definitive agreement to aquire Broadway Capital Corporation (Broadway) and
its subsidiary, Broadway National Bank. Holders of Broadway common stock
will receive $369.31 in cash for each of their shares, which equates to an
aggregate purchase price of approximately $22.0 million. The transaction is
subject, among other things, to approval by regulators. It is anticipated
that the transaction will close in the first quarter of 1997. Attached hereto
is the press release announcing this agreement.
ITEM 7(C) EXHIBITS.
---------
Exhibit 99.1 Press Release dated September 23, 1996
<PAGE> 3
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 hereunto duly authorized.
By: /s/ David F. Holland
---------------------------------------
David F. Holland
President and Chief Executive Officer
Dated: September 25, 1996
<PAGE> 1
Exhibit 99.1 - PRESS RELEASE
<PAGE> 2
FOR IMMEDIATE RELEASE September 23, 1996
CONTACT: Amy L. Timmerman, Investor Relations - 617-221-6396
John A. Simas, SVP and CFO - 617-221-6307
FAX: (617) 221-7594
BOSTONFED BANCORP, INC. AGREES TO BUY BROADWAY CAPITAL CORPORATION AND ITS
COMMERCIAL BANK SUBSIDIARY, BROADWAY NATIONAL BANK, FOR $22 MILLION
Burlington, MA - BostonFed Bancorp, Inc. (AMEX - BFD) (BostonFed), parent of
Boston Federal Savings Bank, today announced the signing of a definitive
agreement to acquire Broadway Capital Corporation (Broadway) and its
subsidiary, Broadway National Bank. Under the terms of the agreement,
holders of Broadway common stock will receive $369.31 in cash for each of
their shares, which equates to an aggregate purchase price of approximately
$22.0 million.
David F. Holland, the President and CEO of BostonFed, stated, "The acquisition
of Broadway is consistent with our goal of enhancing shareholder value. We
expect the transaction to be immediately accretive to earnings per share. The
acquisition of Broadway National Bank with its strong history of service to its
community will bring commercial banking relationships to BostonFed and
accelerate our efforts to become more active in business and consumer lending.
It will also provide an expanded market for Boston Federal Savings Bank's
products and services while providing a source of low cost funding. The
acqusition will add two full-service banking offices located north of Boston,
bringing the franchise total to 10."
BostonFed intends to operate Broadway National Bank as a separate subsidiary and
maintain its offices serving Chelsea and Revere. The transaction is subject,
among other things, to approval by regulators. It is anticipated that the
transaction will close in the first quarter of 1997.
Broadway Capital Corporation had assets of approximately $121 million and equity
of approximately $15.3 million on June 30, 1996. Broadway has a strong and
consistent record of earnings.
In connection with its consideration of the proposed acquisition, BostonFed was
assisted by Sandler O'Neill & Partners, L.P., which had previously underwritten
the Company's mutual-to-stock conversion.
BostonFed had assets of $778.0 million and equity of $88.9 million at
June 30, 1996 and has 8 full service offices in the suburban area of greater
Boston.
