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As filed with the Securities and Exchange Commission on January 27, 1999
Registration No. ______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------------------------------------
BAY STATE BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 6036 04-3398630
(State of Incorporation) (Primary Standard Classification (IRS Employer
Code Number) Identification No.)
1299 BEACON STREET
BROOKLINE, MA 02446
(617) 739-9500
(Address, including zip code, and telephone number including area code, of
registrant's principal executive offices)
BAY STATE BANCORP, INC. 1998 STOCK-BASED INCENTIVE PLAN
(Full Title of the Plan)
COPIES TO:
JOHN F. MURPHY LAWRENCE M.F. SPACCASI, ESQ.
PRESIDENT, CHIEF EXECUTIVE OFFICER, ERIC S. KRACOV, ESQ.
AND CHAIRMAN OF THE BOARD MULDOON, MURPHY & FAUCETTE LLP
BAY STATE BANCORP, INC. 5101 WISCONSIN AVENUE, N.W.
1299 BEACON STREET WASHINGTON, D.C. 20016
BROOKLINE, MA 02466 (202) 362-0840
(617) 739-9500
(Name, Address and Telephone Number of Agent for Services)
<TABLE>
<CAPTION>
==================================================================================================
Title of Securities Amount to be Proposed Purchase Estimated Aggregate Amount of
to be Registered Registered(1) Price Per Share Offering Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 253,523
$.01 par Value Shares (3) $21.813(4) $5,530,097.199 $1,537.37
- --------------------------------------------------------------------------------------------------
Common Stock 101,409
$.01 par Value Shares (5) $22.308(6) $2,262,231.972 $ 628.90
==================================================================================================
(1)Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Bay State Bancorp, Inc. 1998 Stock-Based Incentive Plan (the "Plan") as
the result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of Bay State Bancorp, Inc. pursuant to 17 C.F.R.
Section 230.416(a).
(2)Estimated solely for purposes of calculating the registration fee.
(3)Pursuant to 17 C.F.R. Section 230.457(h)(1), represents the total number of
shares currently reserved or available for issuance upon the exercise of
stock options pursuant to the Plan.
(4)Weighted average price determined by the average exercise price of $19.75 per
share at which options for 242,550 shares have been granted to date under the
Plan and by $21.813, the market value of the Common Stock on January 25, 1999
as determined by the average of the high and low prices listed on the
American Stock Exchange as reported in the Wall Street Journal for 10,973
shares for which options have not yet been granted under the Plan.
(5)Pursuant to 17 C.F.R. Section 230.457(h)(1), represents the total number of
shares currently available for issuance as stock awards under the Plan.
(6)The weighted average price determined by the aggregate purchase price of
$22.308 at which the 101,409 shares have been purchased for satisfying awards
under the Plan.
</TABLE>
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 14
Exhibit Index begins on Page 6
<PAGE> 2
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Bay State Bancorp,
Inc. 1998 Stock- Based Incentive Plan (the "1998 Plan") required by Part I of
the registration statement will be sent or given to the participants in the 1998
Plan 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 prospectuses or prospectus supplements 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) Bay State Bancorp, Inc.'s (the "Company" or the "Registrant") Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1998, which includes
the consolidated balance sheets of Bay State Bancorp, Inc. and subsidiaries as
of March 31, 1998 and 1997, and the related consolidated statements of
operations, changes in retained earnings and cash flows for each of the years in
the three-year period ended March 31, 1998, together with the related notes and
the report of the independent auditors filed with the SEC on June 29, 1998 (File
No. 1-13691).
(b) The Form 10-QSB reports filed by the Registrant for the fiscal
quarters ended June 30 and September 30, 1998 (File No. 1-13691), filed with the
SEC on August 12 and November 12, 1998, respectively.
(c) The description of Registrant's common stock contained in Registrant's
Form 8-A (File No. 1-13691), 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 December 9, 1997 and declared effective on February
11, 1998, as incorporated by reference from the Registrant's Registration
Statement on Form SB-2 (SEC No. 333-40115) as amended and declared effective on
February 11, 1998.
(d) All documents filed by the Registrant 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 Plan 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
The validity of the common stock offered hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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.
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
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
3
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advance of its final disposition (hereinafter an "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
4
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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.
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
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.
5
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).
(a) List of Exhibits (filed herewith unless otherwise noted)
3.1 Certificate of Incorporation of the Registrant.1
3.2 Bylaws of the Registrant.1
4 Bay State Bancorp, Inc. 1998 Stock-Based Incentive Plan 2
5 Opinion of Muldoon, Murphy & Faucette LLP as to the legality of the
Common Stock registered hereby.
23.1 Consent of Shatswell, MacLeod & Company, P.C.
24 Powers of Attorney (contained on the signature pages).
- -----------------------
1 Incorporated herein by reference from Exhibits 3.1 and 3.2,
respectively, contained in the Registration Statement on Form SB-2 (SEC
No. 333-40115), as amended and declared effective by the SEC on
February 11, 1998.
2 Incorporated herein by reference from Appendix A of the Company's proxy
statement for the September 29, 1998 annual meeting of stockholders
filed with SEC on August 14, 1998.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof)
6
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which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant'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
of 1933 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 such 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 such Act
will be governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, as amended, Bay
State Bancorp, Inc. certifies that it 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 the City of Brookline, State of Massachusetts, on January
27, 1999.
Bay State Bancorp, Inc.
By: /s/ John F. Murphy
-----------------------------------
John F. Murphy
President, Chief Executive Officer,
and Chairman of the Board
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Murphy) constitutes and appoints John F. Murphy and Mr.
Murphy hereby constitutes and appoints Denise Renaghan, 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.
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.
Name Title Date
---- ----- ----
/s/ John F. Murphy President, Chief Executive January 27, 1999
- ------------------------ Officer and Chairman of the
John F. Murphy Board of Directors
(principal executive officer)
/s/ Denise M. Renaghan Executive Vice President, January 27, 1999
- ------------------------ Chief Operating Officer
Denise M. Renaghan and Director
<PAGE> 9
/s/ Michael O. Gilles Chief Financial Officer January 27, 1999
- ------------------------- (principal accounting and
Michael O. Gilles principal financial officer)
/s/ Robert B. Cleary Director January 27, 1999
- -------------------------
Robert B. Cleary
/s/ Jerome R. Dangel Director January 27, 1999
- -------------------------
Jerome R. Dangel
Director
- -------------------------
Leo F. Grace
/s/ Richard F. Hughes Director January 27, 1999
- -------------------------
Richard F. Hughes
/s/ Richard F. McBride Director January 27, 1999
- -------------------------
Richard F. McBride
/s/ Kent T. Spellman Director January 27, 1999
- -------------------------
Kent T. Spellman
Director
- -------------------------
H. Chester Webster
<PAGE> 1
EXHIBIT 5
OPINION OF MULDOON, MURPHY & FAUCETTE LLP
AS TO THE LEGALITY OF THE COMMON STOCK REGISTERED HEREBY
<PAGE> 2
[LETTERHEAD OF MULDOON, MURPHY & FAUCETTE LLP]
January 27, 1999
Board of Directors
Bay State Bancorp, Inc.
1299 Beacon Street
Brookline, MA 02446
Re: Bay State Bancorp, Inc. 1998 Stock-Based Incentive Plan
Registration Statement on Form S-8 for Offer and Sale of
354,932 Shares of Common Stock
Dear Sirs and Madam:
We have been requested by Bay State Bancorp, Inc. (the "Company") to issue
a legal opinion in connection with the registration under the Securities Act of
1933 on Form S-8 of 354,932 shares of the Company's Common Stock, par value $.01
per share (the "Shares"), that may be issued under the Bay State Bancorp, Inc.
1998 Stock-Based Incentive Plan.
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity to the originals of all documents supplied to us as copies, and (iv)
the accuracy and completeness of all corporate records and documents and of all
certificates and statements of fact, in each case given or made available to us
by the Company or its subsidiary, Bay State Federal Savings Bank.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.
The following provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Common Stock:
(a) Subsections C.3 and C.6 of Article FOURTH and Section D of Article
EIGHTH which grant the Board the authority to construe and apply the
provisions of those Articles, subsection C.4 of Article FOURTH, to
the extent that subsection obligates
<PAGE> 3
Board of Directors
January 27, 1999
Page 2
any person to provide the Board the information such subsection
authorizes the Board to demand, and the provision of Subsection C.7
of Article EIGHTH empowering the Board to determine the Fair Market
Value of property offered or paid for the Company's stock by an
Interested Stockholder, in each case to the extent, if any, that a
court applying Delaware law were to impose equitable limitations
upon such authority; and
(b) Article NINTH which authorizes the Board to consider the effect of
any offer to acquire the Company on constituencies other than
stockholders in evaluating any such offer.
This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part or otherwise referred to or be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned registration statement on Form S-8 in which this opinion is
contained) or any other person or entity without the prior written consent of
this firm.
We hereby consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's registration statement on Form S-8.
Very truly yours,
/s/ Muldoon, Murphy & Faucette LLP
MULDOON, MURPHY & FAUCETTE LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF SHATSWELL, MACLEOD & COMPANY, P.C.
INDEPENDENT ACCOUNTANTS' CONSENT
<PAGE> 2
[LETTERHEAD OF SHATSWELL, MACLEOD & COMPANY, P.C.]
EXHIBIT 23.1
INDEPENDENT ACCOUNTANTS' CONSENT
The Board of Directors
Bay State Bancorp, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Bay State Bancorp, Inc. of our report dated April 27, 1998 relating to
the consolidated balance sheets of Bay State Bancorp, Inc. and Subsidiaries as
of March 31, 1998 and March 31, 1997, and the related consolidated income
statements, changes in equity and cash flows, for each of the years in the
three-year period ended March 31, 1998, which report appears in the March 31,
1998 Form 10-KSB filed by Bay State Bancorp, Inc.
SHATSWELL, MACLEOD & COMPANY, P.C.
/s/ Shatswell, MacLeod & Company, P.C.
January 27, 1999
West Peabody, Massachusetts
