SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the Fiscal Year Ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transaction period from ___________________ to ____________________ Commission File Number: 0-23695 ------- BROOKLINE BANCORP, INC. --------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) <TABLE> <S> <C> Massachusetts 04-3402944 - ------------------------------------------------------------ --------------------------------------- State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 160 Washington Street, Boookline, MA 02147 - ------------------------------------------------------------ --------------------------------------- (Address of Principal Executive Offices) (Zip Code) </TABLE> (617) 730-3500 --------------------------------------------------- (Registrant's Telephone Number including area code) Securities Registered Pursuant to Section 12(b) of the Act: None ------ Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share -------------------------------------- (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file reports) and (2) has been subject to such requirements for the past 90 days. YES NO X ----- ------ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. [X] As of March 25, 1998, there were issued and outstanding 29,095,000 shares of the Registrant's Common Stock. DOCUMENTS INCORPORATED BY REFERENCE None.
PART I ITEM 1. BUSINESS General Brookline Bancorp, Inc. Brookline Bancorp, Inc. (the "Company") is a Massachusetts corporation that was organized in November 1997 at the direction of the Board of Trustees of Brookline Savings Bank (the "Bank") for the purpose of acquiring all of the capital stock of the Bank upon completion of the Bank's reorganization into the mutual holding company structure. The reorganization and the initial public offering of common stock by the Company associated with the reorganization were consummated on March 24, 1998, and accordingly, had not been consummated by December 31, 1997, the end of the 12-month period for which this Annual Report on Form 10-K is filed. Prior to the consummation of the reorganization, the Company had no assets or liabilities. Following consummation of the reorganization, the Company's only significant assets are 100% of the shares of the Bank's outstanding common stock, the Company's loan to the Bank's employee stock ownership plan and up to 50% of the net proceeds of the Company's initial public stock offering. The Company does not intend to employ any persons other than certain officers who are currently officers of the Bank, but will utilize the support staff of the Bank from time to time. Additional employees will be hired as appropriate to the extent the Company expands its business in the future. The directors and executive officers of the Company are set forth below. The Company's offices are located at the executive offices of the Bank at 160 Washington Street, Brookline, Massachusetts 02147. Its telephone number is (617) 730-3500. The consolidated financial statements of the Company consist of the accounts of the Company and its wholly-owned subsidiary, the Bank (along with the Bank's subsidiaries). Accordingly, filed herewith as Exhibit 99.1 for informational purposes only are the consolidated financial statements of the Bank and its subsidiaries, along with management's discussion and analysis of such consolidated financial statements, as of December 31, 1997 and 1996 and for the years ended December 31, 1997, 1996 and 1995.
Directors and Executive Officers of the Registrant The following individuals serve as directors and executive officers of the Company: (a) Directors of the Company <TABLE> <CAPTION> Date elected to Age at Bank's August 31, Term Board Name 1997 expires of Trustees - --------------------------- ------ ------- ----------- <S> <C> <C> <C> Oliver F. Ames 76 2000 1973 Dennis S. Aronowitz 66 2000 1991 George C. Caner, Jr. 71 1999 1966 David C. Chapin 61 1998 1989 Richard P. Chapman, Jr. 62 1999 1972 William G. Coughlin 65 2000 1976 John L. Hall, II 57 1998 1983 Charles H. Peck 56 1998 1995 Hollis W. Plimpton, Jr. 67 1998 1974 Edward D. Rowley 79 1999 1966 Joseph J. Slotnik 61 2000 1970 William V. Tripp, III 59 1999 1975 Rosamond B. Vaule 59 1998 1989 Peter O. Wilde 58 1999 1993 Franklin Wyman, Jr. 76 1998 1974 </TABLE> (b) Executive Officers of the Company <TABLE> <CAPTION> Name Age* Position - ----------------------- ---- -------- <S> <C> <C> Richard P. Chapman, Jr. 62 President and Chief Executive Officer Charles H. Peck 56 Executive Vice President Paul R. Bechet 55 Senior Vice President and Chief Financial Officer Susan M. Ginns 52 Senior Vice President and Treasurer George C. Caner, Jr. 71 Clerk </TABLE> - ---------------- *As of August 31, 1997 2
(c) Biographical Information Directors of the Company Oliver F. Ames has served as a Trustee of the Bank since 1973 and a member of the Board of Investment of the Bank since 1974. Mr. Ames serves on the board of directors of a number of civic and charitable organizations. From 1962 through 1970, Mr. Ames served as a State Senator. Dennis S. Aronowitz has served as a Trustee of the Bank since 1991. In 1996, Mr. Aronowitz, an attorney, retired from Boston University where he served on the faculty of the Law School since 1967 and was Director of the Banking Law Center and Graduate Banking Law programs. He also is a trustee of a number of John Hancock mutual funds. George C. Caner, Jr. has served as a Trustee of the Bank since 1966 and also serves as the Clerk of the Bank. Mr. Caner is an attorney at the law firm of Ropes & Gray, where he was a partner from 1965 through 1996. Mr. Caner currently is Of Counsel at the firm. David C. Chapin has served as a Trustee of the Bank since 1989. Mr. Chapin is President of Cameron Properties, a real estate investment, property appraisal and management company, and has served in that capacity since 1975. Richard P. Chapman, Jr. has served as a Trustee of the Bank since 1972 and has also served as President of the Bank since 1973 and Chief Executive Officer since 1975. Mr. Chapman is also a trustee of a number of John Hancock mutual funds, a director of Lumber Insurance Cos. and a trustee of Northeastern University. William G. Coughlin has served as a Trustee of the Bank since 1976 and became a member of the Board of Investment in 1997. Mr. Coughlin is a private investor in commercial real estate. John L. Hall, II has served as a Trustee of the Bank since 1983. Mr. Hall is President of Hall Properties, Inc., a real estate investment, management and development company, and has served in that capacity since 1989. Charles H. Peck has served as a Trustee of the Bank since 1995. Mr. Peck also is an Executive Vice President of the Bank and has served as the Senior Loan Officer of the Bank since 1970. Hollis W. Plimpton, Jr. has served as a Trustee of the Bank since 1974. Reverend Plimpton is Rector of St. George's Anglican Church. Edward D. Rowley has been a Trustee of the Bank since 1966 and also serves as the Assistant Clerk of the Bank. Prior to his retirement, Mr. Rowley was associated with a retail merchandising firm and served in an administrative position at the Harvard Business School. Joseph J. Slotnik has served as a Trustee of the Bank since 1970 and a member of the Board of Investment since 1974. Mr. Slotnik is a private investor and previously was managing partner of the Boston office of a brokerage and investment firm. 3
William V. Tripp, III has served as a Trustee since 1975. Mr. Tripp is an attorney and partner at Sherburne, Powers and Needham, P.C., and has been with that firm since 1968. Rosamond B. Vaule has served as a Trustee of the Bank since 1989. Ms. Vaule is active in volunteer work for various educational and charitable organizations. Peter O. Wilde has served as a Trustee of the Bank since 1993. In 1997, Mr. Wilde became Managing Director of Beckwith Bemis Incorporated, a coatings and finishing company. Previously, he was Vice President of Finance and Administration at Ran Demo, Inc., a materials technology company, and served in that position since 1991. Franklin Wyman, Jr. has served as a Trustee of the Bank since 1974 and became a member of the Board of Investment in 1979. Mr. Wyman is Chairman and Treasurer of O'Conor, Wright, Wyman, Inc., a consulting firm providing advisory services in mergers and acquisitions, where he has been since 1984. He is also a director of Unitil Corporation, an electric utility company in New Hampshire, and a director of Fitchburg Gas & Electric Company. Executive Officers of the Company Who Are Not Directors Susan M. Ginns is Senior Vice President and Treasurer of the Bank, a position she has held since 1987. Her primary areas of responsibility include retail banking, marketing and personnel. Paul R. Bechet is Senior Vice President and Chief Financial Officer of the Bank, a position he has held since June 1997. Mr. Bechet is a certified public accountant who, prior to joining the Bank, was a partner at KPMG Peat Marwick LLP since 1972. His primary areas of responsibility include financial reporting and risk management. ITEM 2. PROPERTIES The Company conducts its business through its office at 160 Washington Street, Brookline, Massachusetts. ITEM 3. LEGAL PROCEEDINGS The Company is not party to any legal proceedings, claims or lawsuits. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted during the fourth quarter of the year ended December 31, 1997 to a vote of security holders. 4
PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS (a) The common stock of the Company is quoted on the Nasdaq National Market under the symbol "BRKL". As of December 31, 1997, the date for which this report is filed, there had been no trading in the common stock of the Company. (b) The effective date of the Securities Act registration statement for which use of proceeds information is being disclosed herein was January 12, 1998; the commission file number assigned to the registration statement was 333-40471. The offering commenced on or about January 28, 1998 and continued through March 3, 1998. The offering was managed on a best efforts basis by Ryan Beck & Co., Inc., as marketing agent. The securities registered were the common stock, par value $.01 per share, of the Company. In the registration statement, 15,539,050 shares of such common stock were registered at an aggregate price of $155,390,500. In the offering, 29,095,000 shares of common stock were issued, of which 13,674,650 shares were sold to the public at an aggregate purchase price of $136,746,500, and 15,420,350 shares were issued to Brookline Bancorp, MHC, the mutual holding company formed in the reorganization. In that the effective date of the registration statement was subsequent to December 31, 1997, the ending date of the reporting period for this report, the amount of expenses incurred and the amount of net offering proceeds will be reported in the Company's next periodic report filed pursuant to section 13(a) and 15(b) of the Securities Exchange Act of 1934. However, the final expenses of the reorganization and offering are not expected to exceed $2.2 million. ITEM 6. SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA Not applicable. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Not applicable. ITEM 8. FINANCIAL STATEMENTS Not applicable. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. 5
PART III ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT See Item 1. "Directors and Executive Officers of the Registrant" for information concerning the Company's directors and executive officers. ITEM 11. EXECUTIVE COMPENSATION See Item 1. for information concerning executive compensation. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Not applicable. ITEM 13. CERTAIN TRANSACTIONS Not applicable. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K The exhibits and financial statement schedules filed as a part of this Form 10-K are as follows: (a)(3) Exhibits 99.1 Consolidated Financial Statements of Brookline Savings Bank and subsidiaries as of December 31, 1997 and 1996 and for the years ended December 31, 1997, 1996 and 1995, with Report of Independent Certified Public Accountants, along with management's discussion and analysis of such Consolidated Financial Statements. (b) Reports on Form 8-K: The Registrant filed no Current Report on Form 8-K during the fourth quarter of 1997. 6
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. BROOKLINE BANCORP, INC. Date: March 27, 1998 By: /s/ Richard P. Chapman, Jr. ------------------------------------- Richard P. Chapman, Jr. President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. <TABLE> <S> <C> By: /s/ Richard P. Chapman, Jr. By: /s/ Paul R. Bechet ---------------------------------------------- -------------------------------------------- Richard P. Chapman, Jr., President, Chief Paul R. Bechet, Treasurer Executive Officer and Director (Principal Financial and Accounting Officer) (Principal Executive Officer) Date: March 27, 1998 Date: March 27, 1998 By: /s/ Oliver F. Ames By: /s/ Charles H. Peck --------------------------------------- --------------------------------------- Oliver F. Ames, Director Charles H. Peck, Director By: /s/ Dennis S. Aronowitz By: /s/ Hollis W. Plimpton, Jr. --------------------------------------- --------------------------------------- Dennis S. Aronowitz, Director Hollis W. Plimpton, Jr., Director By: /s/ George C. Caner, Jr. By: /s/ Edward D. Rowley --------------------------------------- --------------------------------------- George C. Caner, Jr., Director Edward D. Rowley, Director By: /s/ David C. Chapin By: /s/ Joseph J. Slotnik --------------------------------------- --------------------------------------- David C. Chapin, Director Joseph J. Slotnik, Director By: /s/ Richard P. Chapman, Jr. By: /s/ William V. Tripp, III --------------------------------------- --------------------------------------- Richard P. Chapman, Jr., Director William V. Tripp, III, Director By: /s/ William G. Coughlin By: /s/ Rosamond B. Vaule --------------------------------------- --------------------------------------- William G. Coughlin, Director Rosamond B. Vaule, Director By: /s/ John L. Hall, II By: /s/ Peter O. Wilde --------------------------------------- --------------------------------------- John L. Hall, II, Director Peter O. Wilde, Director By: /s/ Franklin Wyman, Jr. --------------------------------------- Franklin Wyman, Jr., Director </TABLE>