-----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, H1ggwojXrCWCVjucUntR+mb4VE0LqOHkyd5LBp0fvaqxJMJqU6+gi01IVA2ama1J mRbAnOcDLOmIM0nr/AsPQw== 0000909654-02-000214.txt : 20020414 0000909654-02-000214.hdr.sgml : 20020414 ACCESSION NUMBER: 0000909654-02-000214 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON FEDERAL SAVINGS BANK EMPLOYEE STOCK ONWERSHIP PLAN CENTRAL INDEX KEY: 0001007825 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 17 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6172730300 MAIL ADDRESS: STREET 1: 17 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTONFED BANCORP INC CENTRAL INDEX KEY: 0000948515 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 521940834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48684 FILM NUMBER: 02547263 BUSINESS ADDRESS: STREET 1: 17 NEW ENGLAND EXECUTIVE OFFICE PARK CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: 6172730300 MAIL ADDRESS: STREET 1: 17 NEW ENGLAND EXECUTIVE OFFICE PK CITY: BURLINGTON STATE: MA ZIP: 01803 SC 13G/A 1 bostonesop.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6)* BostonFed Bancorp, Inc. --------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------------------------------------- (Title of Class of Securities) 101178101 ----------------------------------------------- (CUSIP Number) December 31, 2001 ------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /x/ Rule 13d-1(b) /_/ Rule 13d-1(c) /_/ Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 101178101 2 - ---- --------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Boston Federal Savings Bank Employee Stock Ownership Plan - ---- --------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) /__/ (b) /__/ - ---- --------------------------------------------------------------------- 3. SEC USE ONLY - ---- --------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Federally chartered stock savings institution's employee stock benefit plan organized in Massachusetts. - ------------- ---- -------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 85,575 BENEFICIALLY ---- -------------------------------------------------------- OWNED BY 6. SHARED VOTING POWER EACH 478,547 REPORTING ---- -------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 564,122 ---- -------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 0 - ---- --------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 564,122 - ---- --------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) - ---- --------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.7% of 4,450,653 shares of Common Stock outstanding as of December 31, 2001. - ---- --------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) EP - -------------------------------------------------------------------------------- Page 2 of 6 Pages 3 BOSTON FEDERAL SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN SCHEDULE 13G/A ITEM 1. (a) Name of Issuer: BostonFed Bancorp, Inc. (b) Address of Issuer's Principal Executive Offices: 17 New England Executive Park Burlington, Massachusetts 01803 ITEM 2. (a) Name of Person Filing: Boston Federal Savings Bank Employee Stock Ownership Plan Trustee: Investors Bank & Trust Company 150 Royall Street Canton, Massachusetts 02021 (b) Address of Principal Business Office or, if none, Residence: 17 New England Executive Park Burlington, Massachusetts 01803 (c) Citizenship: See Page 2, Item 4. (d) Title of Class of Securities: Common Stock, par value $0.01 per share (e) CUSIP Number: See Page 1. Page 3 of 6 Pages 4 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS: (f) [x] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F). ITEM 4. OWNERSHIP. Provide the following information regarding the aggregat number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: See Page 2, Item 9. (b) Percent of class: See Page 2, Item 11. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: See Page 2, Item 5. (ii) Shared power to vote or to direct the vote: See Page 2, Item 6 (iii) Sole power to dispose or to direct the disposition of: See Page 2, Item 7. (iv) Shared power to dispose or to direct the disposition of: See Page 2, Item 8. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. N/A ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. N/A ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. N/A Page 4 of 6 Pages 5 ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A ITEM 9. NOTICE OF DISSOLUTION OF GROUP. N/A ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 5 of 6 Pages 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 7, 2002 -------------------------------------------- (Date) /s/ John A. Simas -------------------------------------------- (Signature) John A. Simas Power of Attorney for Administrative Trustee -------------------------------------------- (Name/Title) Page 6 of 6 Pages EX-24 3 bostonesopexh24.txt 1 POWER OF ATTORNEY I, Gene J. Defeudif, member of the Administrative Committee (the "Administrative Committee") of the Boston Federal Savings Bank Employee Stock Ownership Plan (the "ESOP"), hereby authorize and designate each of John A. Simas, David P. Conley and any partner of the law firm of Muldoon Murphy & Faucette LLP as my agent and attorney-in-fact, with full power of substitution, to: (1) prepare and sign on behalf of the Administrative Committee and the ESOP any Schedule 13G of the Securities Exchange Act of 1934 relating to the ownership of common stock of BostonFed Bancorp, Inc. (the "Corporation") and file the same with the Securities and Exchange Commission and each stock exchange on which the Corporation's stock is listed; and (2) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Administrative Committee assuming, any of the ESOP's responsibilities to comply with Section 13 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in effect until the ESOP is no longer required to file Schedules 13G with respect to its holdings of and transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. Dated: February 7, 2002 /s/ Gene J. Defeudif ------------------------------------------- Gene J. Defeudif Member of the Administrative Committee Boston Federal Savings Bank Employee Stock Ownership Plan 2 POWER OF ATTORNEY I, Richard J. Fahey, member of the Administrative Committee (the "Administrative Committee") of the Boston Federal Savings Bank Employee Stock Ownership Plan (the "ESOP"), hereby authorize and designate each of John A. Simas, David P. Conley and any partner of the law firm of Muldoon Murphy & Faucette LLP as my agent and attorney-in-fact, with full power of substitution, to: (1) prepare and sign on behalf of the Administrative Committee and the ESOP any Schedule 13G of the Securities Exchange Act of 1934 relating to the ownership of common stock of BostonFed Bancorp, Inc. (the "Corporation") and file the same with the Securities and Exchange Commission and each stock exchange on which the Corporation's stock is listed; and (2) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Administrative Committee assuming, any of the ESOP's responsibilities to comply with Section 13 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in effect until the ESOP is no longer required to file Schedules 13G with respect to its holdings of and transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. Dated: February 7, 2002 /s/ Richard J. Fahey ------------------------------------------- Richard J. Fahey Member of the Administrative Committee Boston Federal Savings Bank Employee Stock Ownership Plan 3 POWER OF ATTORNEY I, Joanna T. Lau, member of the Administrative Committee (the "Administrative Committee") of the Boston Federal Savings Bank Employee Stock Ownership Plan (the "ESOP"), hereby authorize and designate each of John A. Simas, David P. Conley and any partner of the law firm of Muldoon Murphy & Faucette LLP as my agent and attorney-in-fact, with full power of substitution, to: (1) prepare and sign on behalf of the Administrative Committee and the ESOP any Schedule 13G of the Securities Exchange Act of 1934 relating to the ownership of common stock of BostonFed Bancorp, Inc. (the "Corporation") and file the same with the Securities and Exchange Commission and each stock exchange on which the Corporation's stock is listed; and (2) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in- fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Administrative Committee assuming, any of the ESOP's responsibilities to comply with Section 13 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in effect until the ESOP is no longer required to file Schedules 13G with respect to its holdings of and transactions in securities issued by the Corporation, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. Dated: February 7, 2002 /s/ Joanna T. Lau ------------------------------------------ Joanna T. Lau Member of the Administrative Committee Boston Federal Savings Bank Employee Stock Ownership Plan -----END PRIVACY-ENHANCED MESSAGE-----