-----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, GMDqMBIbadhBjX6pWxlIBiRLndgC0SEvJFEU+crz2K/9Fcxwo7QdIyzEGrLUR7um G7QvdzsR+nq3btxM8U5tYg== 0000910647-03-000276.txt : 20030731 0000910647-03-000276.hdr.sgml : 20030731 20030731204012 ACCESSION NUMBER: 0000910647-03-000276 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030731 FILED AS OF DATE: 20030731 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PORT FINANCIAL CORP CENTRAL INDEX KEY: 0001099517 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 041145480 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1380 SOLDIERS FIELD RD CITY: BRIGHTON STATE: MA ZIP: 02135 BUSINESS PHONE: 6176614900 MAIL ADDRESS: STREET 1: 1380 SOLDIERS FIELD RD CITY: BRIGHTON STATE: MA ZIP: 02135 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FLEMING SAMUEL C CENTRAL INDEX KEY: 0001255286 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29343 FILM NUMBER: 03816140 MAIL ADDRESS: STREET 1: C/O PORT FINANCIAL CORP STREET 2: 1380 SOLDIERS FIELD RD CITY: BRIGHTON STATE: MA ZIP: 02135 4 1 primary_doc.xml PRIMARY DOCUMENT X0201 4 2003-07-31 0 0001099517 PORT FINANCIAL CORP PORT 0001255286 FLEMING SAMUEL C C/O PORT FINANCIAL CORP 1380 SOLDIERS FIELD RD BRIGHTON MA 02135 1 0 0 0 Common Stock 2003-07-31 4 D 0 12445 54 D 0 D Common Stock 2003-07-31 4 D 0 3000 54 D 0 I see note Stock Option (Right to Buy) 15.875 2003-07-31 4 D 0 20300 0 D 2003-07-01 2010-10-18 Common Stock 20300 0 D Reflects 3,000 shares held by an IRA. All options vested as of July 1, 2003 pursuant to the accelerated vesting provisions of the option agreement for changes in control. The options were cancelled in connection with the merger of Mustang Acquisition Corp., a wholly owned subsidiary of Citizens Bank of Massachusetts, and Port Financial Corp. in exchange for a cash payment of $773,937.50, representing the difference between the exercise price of the option and the market value of the underlying Port Financial Corp. common stock on the effective date of the merger. /s/ Jane L. Lundquist for Samuel C. Fleming 2003-07-31 EX-99 3 port-fle.htm POWER OF ATTORNEY

PORT FINANCIAL CORP.

SECTION 16
POWER OF ATTORNEY

      Know all by these present, that the undersigned hereby constitutes and appoints each of James B. Keegan and Jane L. Lundquist, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)

  

execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Port Financial Corp. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2)

  

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

  

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 full 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 attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.

      This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of September, 2002.

 

/s/  Samuel C. Fleming          
Samuel C. Fleming
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