<PAGE> 1
As filed with the Securities and Exchange Commission on January 8, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BOSTONFED BANCORP, INC.
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 5048 52-1940834
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
17 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MASSACHUSETTS 01803
(781) 273-0300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
BOSTON FEDERAL SAVINGS BANK
EMPLOYEES' SAVING & PROFIT SHARING PLAN AND TRUST
and
BROADWAY NATIONAL BANK
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
(Full Title of the Plans)
----------------------------------------
COPIES TO:
DAVID P. CONLEY LAWRENCE M.F. SPACCASI, ESQUIRE
EXECUTIVE VICE PRESIDENT LESLIE A. MURPHY, ESQUIRE
17 NEW ENGLAND EXECUTIVE PARK MULDOON, MURPHY & FAUCETTE LLP
BURLINGTON, MASSACHUSETTS 60123 5101 WISCONSIN AVENUE, N.W.
(781) 273-0300 WASHINGTON, D.C. 20016
(Name, address, including zip code, and (202) 362-0840
telephone number, including area code, of
agent for service)
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. / X /
----
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<CAPTION>
=====================================================================================================
Proposed Maximum Estimated Maximum Amount of
Title of each Class of Amount to be Purchase Price Per Aggregate Offering Registration
Securities to be Registered Registered (1) Share(2) Price(3) Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par Value 228,342 $17.8125 $4,067,351 $1,131
- -----------------------------------------------------------------------------------------------------
Participation Interests in
Boston Plan (4) Indeterminate (5)
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Participation Interests in (4) Indeterminate (5)
Broadway Plan
=====================================================================================================
(1)Pursuant to 17 C.F.R. Section 230.457(h), where securities are to be offered
pursuant to an employee benefit plan, the aggregate offering price and the
amount of the registration fee shall be computed with respect to the maximum
number of the registrant's securities that may be purchased with the current
assets of such plan.
(2)The average of the high and low prices ($17.8125) of the common stock of
BostonFed Bancorp, Inc. ("Common Stock") on the American Stock Exchange on
January 5, 1999, in accordance with Rule 457(c) under the Securities Act of
1933, as amended (the "Securities Act").
(3)Estimated solely for the purpose of calculating the registration fee.
(4)In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to each of the employee benefit plans (the Boston
Plan and the Broadway Plan) described herein.
(5)Pursuant to Rule 457(h)(2), no separate fee is required for the participation
interests.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. Section 230.462.
Number of Pages 13
Exhibit Index begins on Page 10
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BOSTONFED BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. BostonFed Bancorp, Inc. is the holding company for two separate
subsidiaries, Boston Federal Savings Bank and Broadway National Bank. The
documents containing the information for Boston Federal Savings Bank Employees'
Savings & Profit Sharing Plan and Trust (the "Boston Plan") or the Broadway
National Bank Employees' Savings & Profit Sharing Plan and Trust (the "Broadway
Plan") required by Part I of the Registration Statement will be sent or given to
the respective participants in the Plans as specified by Rule 428(b)(1). Such
documents are not filed with the Securities and Exchange Commission (the "SEC")
either as a part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424 in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated by
reference in this Registration Statement:
(a) BostonFed Bancorp, Inc.'s (the "Company" or "Corporation") Report on
Form 10-K for the fiscal year ended December 31, 1997, which includes the
consolidated balance sheets of the Company and subsidiaries as of December 31,
1997 and December 31, 1996, including the related consolidated statements of
income, changes in stockholders' equity and cash flows for each of the years in
the three-year period ended December 31, 1997, together with related notes and
the report of KPMG Peat Marwick LLP, independent accountants, dated January 20,
1998, as filed with the SEC (File No. 1-13936) on March 31, 1998.
(b) The Plan's annual report on Form 11-K for the fiscal year ended
December 31, 1997, which includes the statement of net assets available for plan
benefits of the Plan as of December 31, 1997 and December 31, 1996, and the
related statements of income and changes in plan equity for each year of the
three year period ended December 31, 1997, together with related notes and
schedules as required by ERISA filed with the SEC on January 8, 1999.
(c) The Form 10-Q reports (File No. 1-13936) filed by the Company for the
quarters ended March 31, June 30, and September 30, 1998, filed with the SEC on
May 15, August 14 and November 16, 1998, respectively.
(d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 1-13936), as filed with the SEC pursuant to Section 12(b) of
the Securities Exchange Act of 1934 (the "Exchange Act"), and rule 12b-15
promulgated thereunder on August 8, 1995.
(e) All documents filed by the Company and the Plans, where applicable,
pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
deregisters all securities then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
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ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the Plans has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
This indemnification applies to the Plan Administrators who administer the
Plans.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
A. Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or
was a Director or an Officer of the Corporation or is or was serving at
the request of the Corporation as a Director, Officer, employee or agent
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a Director, Officer, employee or
agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than
such law permitted the Corporation to provide prior to such amendment),
against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in
Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
3
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connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this
Article TENTH shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter and "advancement of expenses"); provided,
however, that, if the Delaware General Corporation Law requires, an
advancement of expenses incurred by an indemnitee in his or her capacity
as a Director or Officer (and not in any other capacity in which service
was or is rendered by such indemnitee, including, without limitation,
services to an employee benefit plan) shall be made only upon delivery to
the Corporation of an undertaking (hereinafter an "undertaking"), by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid
in full by the Corporation within sixty days after a written claim has
been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be
twenty days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in
a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met any applicable
standard for indemnification set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification
of the indemnitee is proper in the circumstances because the indemnitee
has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by
the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving
that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article TENTH or otherwise shall be on
the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the
Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to
protect itself and any Director, Officer, employee or agent of the
Corporation or subsidiary or Affiliate or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
4
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F. The Corporation may, to the extent authorized from time to time
by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article TENTH with respect to the
indemnification and advancement of expenses of Directors and Officers of
the Corporation.
ELEVENTH: A Director of this Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability: (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the Delaware General Corporation
Law; or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or modification.
The Registrant is also permitted to maintain directors' and officers'
liability insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement policy which
(subject to certain limits and deductibles) (i) insures officers and directors
of the Registrant against loss arising from certain claims made against them by
reason of their being such directors or officers, and (ii) insures the
Registrant against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Securities Act") may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4 Stock Certificate of BostonFed Bancorp, Inc. 1
8 Tax Opinion not required. The Registrant has submitted or hereby
undertakes to submit the plans and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify
the plans.
23.1 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney is located on the signature pages.
- --------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
in the Registration Statement on Form S-1 (SEC No. 33-94860), as amended,
filed with the SEC on July 21, 1995 and declared effective on September 11,
1995.
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ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement unless the
information required by (i) and (ii) is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference
into this Registration Statement;
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new Registration Statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the Offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's or the Plan's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, BostonFed
Bancorp, Inc. certifies that is has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Burlington, Massachusetts on January 8, 1999.
BOSTONFED BANCORP, INC.
By:/s/ David F. Holland
---------------------------------------
David F. Holland
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Holland) constitutes and appoints David F. Holland and Mr.
Holland appoints David P. Conley, as the true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
to the Form S-8 Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the U.S. Securities
and Exchange Commission, respectively, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and things
requisite and necessary to be done as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Name Title Date
---- ----- ----
/s/ David F. Holland Chairman, President and January 8, 1999
- ---------------------------- Chief Executive Officer
David F. Holland (principal executive officer)
/s/ David P. Conley Director, Executive Vice January 8, 1999
- ---------------------------- President, Assistant
David P. Conley Treasurer and Assistant
Secretary
/s/ John A. Simas Executive Vice President, January 8, 1999
- ----------------------------- Chief Financial Officer and
John A. Simas Secretary
(principal accounting and
financial officer)
7
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/s/ Edward P. Callahan Director January 8, 1999
- -----------------------------
Edward P. Callahan
/s/ Richard J. Dennis, Sr. Director January 8, 1999
- -----------------------------
Richard J. Dennis, Sr.
/s/ Charles R. Kent Director January 8, 1999
- ------------------------------
Charles R. Kent
/s/ W. Robert Mill Director January 8, 1999
- ------------------------------
W. Robert Mill
/s/ Irwin W. Sizer, M.D. Director January 8, 1999
- ------------------------------
Irwin W. Sizer, M.D.
THE BOSTON PLAN.
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the Boston Federal Savings Bank Employees' Savings
and Profit Sharing Plan and Trust) have duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Burlington, Massachusetts on January 8, 1999.
BOSTON FEDERAL SAVINGS BANK EMPLOYEES' SAVINGS &
PROFIT SHARING PLAN AND TRUST
By: /s/ David P. Conley
--------------------------------------------
David P. Conley
President of Boston Federal Savings Bank
/s/ John A. Simas
--------------------------------------------
John A. Simas
Executive Vice President, Chief Financial
Officer and Secretary of Boston Federal
Savings Bank
/s/ Janice M. Forster
--------------------------------------------
Janice M. Forster
Senior Vice President of Boston Federal
Savings Bank
For: Boston Federal Savings Bank Employees'
Savings & Profit Sharing Plan and Trust
Administrative Committee Plan Administrators
8
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THE BROADWAY PLAN.
Pursuant to the requirements of the Securities Act, the trustees (or other
persons who administer the Broadway Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Burlington, Massachusetts on January 8, 1999.
BROADWAY NATIONAL BANK
By: /s/ David P. Conley
--------------------------------------
David P. Conley
President of Broadway National Bank
For: Broadway National Bank
/s/ David P. Conley
--------------------------------------
Plan Administrator
9
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EXHIBIT INDEX
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Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
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<S> <C> <C> <C>
4 Stock Certificate of Incorporated herein by reference from the Exhibits --
BostonFed Bancorp, of the Registrant's Registration Statement on Form
Inc. S-1 filed with the SEC and declared effective on
August 8, 1995.
23.1 Consent KPMG Filed herewith. 11
Peat Marwick LLP.
24 Power of Attorney Located on the signature page. --
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EXHIBIT 23.1 CONSENT OF KPMG PEAT MARWICK LLP
<PAGE> 2
INDEPENDENT ACCOUNTANTS' CONSENT
Board of Directors
BostonFed Bancorp, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of BostonFed Bancorp, Inc. (the "Company") relating to the Boston
Federal Savings Bank Employees' Savings & Profit Sharing Plan and Trust (the
"Boston Plan") and the Broadway National Bank Employees' Savings & Profit
Sharing Plan and Trust (the "Broadway Plan"), of our report dated January 20,
1998, relating to the consolidated balance sheets of the Company and
subsidiaries as of December 31, 1997 and December 31, 1996, and the related
consolidated statements of income, changes in stockholders' equity and cash
flows for each of the years in the three year period ended December 31, 1997,
which report is included in the annual report on Form 10-K of the Company. That
report dated January 20, 1998, refers to a change in the method of accounting
for mortgage servicing rights. We also consent to the incorporation by reference
in the registration statement on Form S-8 of the Company relating to the Boston
Federal Savings Bank Plan of our report dated November 16, 1998, relating to the
statements of net assets available for plan benefits of the Boston Federal
Savings Bank Plan as of December 31, 1997, 1996, and 1995 and the related
statements of changes in net assets available for plan benefits for the years
ended December 31, 1997 and 1996, and for the three-month period from October 1,
1995 (date of plan inception) through December 31, 1995, which report is
included in the annual report on Form 11-K of the Boston Federal Savings Bank
Plan. That report, dated November 16, 1998, contains explanatory paragraphs
stating that, as permitted by 29 CFR 2520.103-8 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, investment assets held by the custodian of the
Boston Federal Savings Bank Plan, and transactions in those assets were excluded
from the scope of our audit, and therefore, we were unable to, and did not,
express an opinion on the Boston Federal Savings Bank Plan's statement of net
assets available for plan benefits as of December 31, 1995, the statements of
changes in net assets available for plan benefits for the year ended December
31, 1996 and for the three-month period from October 1, 1995 (date of plan
inception) through December 31, 1995.
/s/ KPMG LLP
Boston, Massachusetts
January 8, 1999
