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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER ___, 1999
REGISTRATION NO. 33-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
under
The Securities Act of 1933
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SEACOAST FINANCIAL SERVICES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 041659040
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
791 Purchase Street
New Bedford, Massachusetts 02740
(508) 984-6000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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Kevin G. Champagne
President and Chief Executive Officer
Seacoast Financial Services Corporation
791 Purchase Street
New Bedford, Massachusetts 02740
(508) 984-6000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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COPIES TO:
Carol Hempfling Pratt, Esq.
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /X/
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
- - -------------------------------- ------------------ -------------------- -------------------- ------------------
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Common Stock, par value $0.01 500,000 $10.6875 $5,343,750 $1,485.56
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(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, the
number of securities covered by this registration statement shall be
adjusted to cover any additional securities resulting from a stock split,
stock dividend or similar capital adjustment of the registered securities
during the effective period of this registration statement.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(g) under the Securities Act of 1933
based upon the closing price of the Common Stock on November 8, 1999 as
reported by Nasdaq.
PROSPECTUS
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SEACOAST FINANCIAL SERVICES CORPORATION
P.O. BOX 2101
NEW BEDFORD, MA 02740
To our Shareholders:
We are pleased to send you this prospectus describing the Dividend
Reinvestment and Stock Purchase Plan being offered by Seacoast Financial
Services Corporation to eligible shareholders. The Plan provides the opportunity
to reinvest automatically cash dividends in shares of Common Stock (including
fractional shares computed to four decimal places) and to make additional
purchases of Common Stock with optional cash payments ranging from a $100
minimum to a $5,000 maximum per quarter per participant. The Plan is
administered by our transfer agent, Registrar and Transfer Company, who will
purchase shares of Common Stock as agent for the accounts of participants under
the Plan on the open market or, under certain circumstances, from the Company.
The price at which the Agent will be deemed to have acquired shares of
Common Stock through dividend reinvestment or with optional cash payments for
the accounts of participants under the Plan will be the average price of all
shares purchased by the Agent in the open market as agent for all participants
on the investment date. Alternatively, if the Agent purchases Common Stock
directly from the Company, the purchase price at which the Agent will be deemed
to have acquired the shares will be the average closing price of the Company's
common stock, as reported by Nasdaq, for the three trading days preceding the
investment date.
Shareholders of record owning 100 or more shares of Common Stock may enroll
at any time by completing the enclosed Enrollment Form and returning it to the
Agent. Shareholders who do not wish to participate in the Plan will receive
dividends on the Common Stock, if and when declared, by check or direct deposit
without any further action on their part.
This Prospectus relates to 500,000 shares of Common Stock of Seacoast
Financial registered for sale under the Plan. Participants should retain this
Prospectus for future reference. After you have read this Prospectus, if you
still have any questions about how the Plan operates, please call Registrar and
Transfer Company toll free at 1-800-368-5948, Monday through Friday from 9:00
a.m. to 5:00 p.m., local time. Or write to the Plan Administrator at: Registrar
and Transfer Company, Attention: Dividend Reinvestment, 10 Commerce Drive,
Cranford, N.J. 07016.
Sincerely,
Kevin G. Champagne
President and Chief Executive Officer
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is November 15, 1999.
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TABLE OF CONTENTS
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Page
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DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN...................................................... 1
Purpose.................................................................. 1
Advantages............................................................... 1
Administration........................................................... 1
Participation............................................................ 1
Optional Cash Payments................................................... 2
Costs.................................................................... 3
Purchases................................................................ 3
Sale of Plan Shares...................................................... 4
Dividends................................................................ 4
Reports to Participants.................................................. 4
Certificates............................................................. 4
Termination of Participation............................................. 5
Tax Information.......................................................... 5
Other Information........................................................ 6
AVAILABLE INFORMATION.................................................... 7
INCORPORATION BY REFERENCE............................................... 7
EXPERTS.................................................................. 8
INDEMNIFICATION OF OFFICERS AND DIRECTORS................................ 8
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DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
THE FOLLOWING QUESTIONS AND ANSWERS CONSTITUTE THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN OF SEACOAST FINANCIAL SERVICES CORPORATION.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide eligible record owners of Common
Stock with a simple and convenient way of investing cash dividends and
optional cash payments in shares of Common Stock.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan may:
a. Reinvest automatically part or all of their cash dividends in shares
of Common Stock (at lower fees than purchases made outside the Plan
through a broker/dealer).
b. Invest optional cash payments from $100 to a cumulative $5,000 per
quarter per participant in Common Stock.
c. Invest the full amount of all cash dividends and optional cash
payments since fractional shares may be held under the Plan.
d. Realize the long-range opportunity of dollar cost averaging by
purchasing Common Stock under the Plan on a regular basis.
e. Avoid cumbersome safekeeping requirements through the free custodial
service of the Plan for shares purchased through the Plan or shares
already owned that participants desire to deposit into the Plan.
f. Avoid the inconvenience and expense of record keeping through the free
reporting provisions of the Plan.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The Company's stock transfer agent, Registrar and Transfer Company,
administers the Plan for participants, keeps records, sends statements of
account to participants, and performs other duties related to the Plan.
Shares purchased through the Plan will be registered in the name of the
Plan Administrator or its nominee as agent for participants in the Plan.
All inquiries and communications regarding the Plan should include
your (the participant's) account number and should be directed to the Plan
Administrator at:
Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016-3572
Attention: Dividend Reinvestment
1-800-368-5948
The Plan Administrator or the Company may terminate or suspend the
Plan at any time by written notice to participants. The terms and
conditions of the Plan may be amended by the Plan Administrator, with the
concurrence of the Company, at any time by mailing an appropriate notice to
participants at least 30 days prior to the effective date of the amendment.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
Record owners of 100 or more shares of common stock are eligible to
enroll in the Plan. Once enrolled, a participant may continue to
participate in the Plan even though his or her record ownership
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of shares of common stock may fall below 100, subject to the right of the
Plan Administrator to terminate any participant's Plan account upon
appropriate notice. (See Question 24).
Beneficial owners whose shares are registered in names other than
their own (for example, in the name of a broker, bank, or other nominee)
and who wish to participate in the Plan must become owners of record by
having the number of shares they wish to enroll in the Plan (subject to the
100 share minimum) transferred into their names.
5. HOW DOES A SHAREHOLDER BECOME A PARTICIPANT?
An eligible shareholder may join the Plan by completing an Enrollment
Form and returning it to the Plan Administrator at the address provided in
Question 3. Enrollment Forms may be obtained at any time by contacting the
Company or the Plan Administrator.
6. WHAT PARTICIPATION OPTIONS ARE AVAILABLE?
By marking the appropriate spaces on the Enrollment Form, an eligible
shareholder of record may choose among any one or more of the following
investment options for purchases of shares of Common Stock:
a. To reinvest automatically cash dividends on all or a portion (less
than 100%) of the shares of Common Stock of which the participant is
the owner of record and all shares of Common Stock held in the
participant's Plan account.
b. To invest by making optional cash payments in amounts ranging from a
$100 minimum to a cumulative $5,000 maximum per quarter per
participant.
c. To deposit shares of Common Stock registered in their name with the
Plan Administrator to be administered under the Plan.
All shares of Common Stock purchased through the Plan, whether with
reinvested dividends or optional cash payments, and all shares deposited
with the Plan Administrator under option "c" above, will be held by the
Plan Administrator for participants in the Plan, and the dividends on these
shares will be reinvested automatically.
7. WHEN DO YOUR INVESTMENTS BEGIN THROUGH THE PLAN?
If an Enrollment Form specifying reinvestment of cash dividends is
received by the Plan Administrator at least five (5) business days before
the record date of a cash dividend payment, reinvestment will commence with
the following dividend payment. If the Enrollment Form is received after
that date, the reinvestment of cash dividends through the Plan will begin
with the next cash dividend payment following the next record date.
Optional cash payments will be invested as specified in Question 9.
8. MAY YOU CHANGE YOUR METHOD OF PARTICIPATION AFTER ENROLLMENT?
A record shareholder may change an investment option at any time by
completing a new Enrollment Form and returning it to the Plan
Administrator. If you elect to participate through the reinvestment of cash
dividends on shares registered in your name but later decide to participate
through the optional cash payment feature only, an Enrollment Form
indicating a change of options must be received by the Plan Administrator
five (5) business days prior to a particular cash dividend record date in
order to stop any reinvestment of cash dividends paid on the following
dividend payment date.
Enrollment Forms may be obtained by contacting the Company or the Plan
Administrator.
OPTIONAL CASH PAYMENTS
9. WHEN AND HOW CAN OPTIONAL CASH PAYMENTS BE MADE?
Optional cash payments will be invested once quarterly. Optional cash
payments should be received from a participant at least five (5) business
days and not more than 30 days prior to an investment date (see Question
13). The payments will be applied to the purchase of shares for the account
of the participant on that investment date. Cash received for investment
may be commingled by the Plan Administrator with dividends and other
participant's cash for the purposes of making a purchase of
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stock. Participants cannot specify the price or timing nor make any other
limitations on the purchase of shares.
NO INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS PENDING INVESTMENT.
OPTIONAL CASH PAYMENTS RECEIVED TOO LATE TO BE INVESTED ON THE NEXT
QUARTERLY INVESTMENT DATE WILL BE RETURNED TO YOU. TO AVOID UNNECESSARY
ACCUMULATIONS, THE COMPANY RECOMMENDS THAT OPTIONAL CASH PAYMENTS BE SENT
SO THAT THEY ARE RECEIVED BY THE PLAN ADMINISTRATOR SHORTLY BEFORE THE
FIFTH (5TH) BUSINESS DAY PRIOR TO AN INVESTMENT DATE. YOU MAY OBTAIN THE
RETURN OF ANY OPTIONAL CASH PAYMENT BY WRITTEN REQUEST RECEIVED BY THE PLAN
ADMINISTRATOR NOT LESS THAN TWO (2) BUSINESS DAYS BEFORE THE INVESTMENT
DATE.
An initial optional cash payment may be made when you join the Plan. A
personal check, official bank check, or money order should be made payable
to, "Registrar and Transfer Company, Plan Administrator", and returned
along with the Enrollment Form. Thereafter, optional cash payments may be
made through the use of cash payment forms sent to you with your account
statement.
You may also authorize the Plan Administrator to draw on your checking
account automatically for optional cash payments by completing a draft
authorization and returning it to the Plan Administrator at least 30 days
prior to the quarterly investment date. Automatic withdrawals will be made
quarterly on the tenth (10th) business day prior to the investment date.
Participants will pay a fee of seventy-five (75) cents per automatic
withdrawal. Draft authorization forms may be obtained by request from the
Company or the Plan Administrator.
10. WHAT ARE THE LIMITATIONS ON MAKING CASH PAYMENTS?
Optional cash payments may be made by personal check, official bank
check, or money order, or by automatic bank draft. Any optional cash
payments you wish to make must be no less than a $100 minimum per quarter
nor more than a cumulative $5,000 maximum per quarter. If you elect to make
optional cash payments by automatic bank draft, you may also make
additional optional cash payments by personal check, official bank check,
or money order, subject to the foregoing limitations. Any number of
optional cash payments may be made, subject to the foregoing limitations,
but there is no obligations to make any optional cash payment at any time.
Optional cash payments made by personal check, official bank check, or
money order need not be in the same amount of money each time. However,
should you elect to make optional cash payments through automatic bank
draft, the draft must be in the same amount each quarter and will continue
until you notify the Plan Administrator in writing that you wish to change
the amount or terminate the automatic bank draft.
COSTS
11. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES OR
SALES THROUGH THE PLAN?
All brokerage commissions or fees for purchases made through the Plan
on the open market will be included as part of the average price per share
of Common Stock purchased by the Plan Administrator for the accounts of
participants under the Plan. No brokerage commissions or fees will be
charged for purchases made through the Plan directly from the Company. All
administrative costs of the Plan will be paid by the Company. If you
request that the Plan Administrator arrange a sale of shares held by the
Plan for you, you will pay the Plan Administrator a fee of $10 per sale. In
addition, a brokerage commission will be deducted from the proceeds of the
sale by the independent broker-dealer selected by the Plan Administrator
(see Questions 15 and 16).
PURCHASES
12. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS, AND
WHAT IS THE SOURCE OF SHARES PURCHASED THROUGH THE PLAN?
The number of shares purchased for your account, including a
fractional share computed to four decimal places, will be equal to the
total amount invested by you (the amount of cash dividends reinvested and
any optional cash payments), divided by the purchase price per share (see
Question 14).
Shares purchased through the Plan will generally be purchased by the
Plan Administrator in the open market as agent for participants under the
Plan. The Company will not exercise any direct or
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indirect control over the prices or timing of purchases made by the Plan
Administrator on the open market.
Alternatively, the Company may elect to sell shares to the Plan
Administrator pursuant to the Plan from the Company's treasury shares or
authorized and unissued shares, or the Plan Administrator may elect to
purchase the shares from the Company in the event that shares are not
available in the open market.
13. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED THROUGH THE PLAN?
Purchases under the Plan will be made during each calendar quarter on
each "investment date," which will be the close of business on the dividend
payment date, or as soon as practicable thereafter. If you elect to make
optional cash payments by automatic bank draft, your account will be
drafted on or about the 10th day prior to the investment date.
The Plan Administrator will use every reasonable effort to reinvest
all dividends promptly after receipt and in no event later than 30 days
after receipt, unless such investments are restricted by any applicable
state or federal securities laws (see Question 32). No interest will be
paid on dividends pending reinvestment.
The Plan Administrator in its sole discretion will determine the exact
timing of purchases made on the open market for allocation to the accounts
of participants under the Plan, as well as the number of shares to be so
purchased at any time, depending on the amount to be invested, market
conditions, and the requirements of applicable securities laws. If for any
reason the Plan Administrator is precluded from acquiring shares of Common
Stock for 30 consecutive days, the Plan Administrator will remit all cash
in a participant's Plan account to the participant after such 30th day.
You will become the owner of the shares purchased for you through the
Plan on the investment date. However, for federal income tax purposes, the
holding period will commence on the following day (see Question 22).
14. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED THROUGH THE PLAN?
The price at which the Plan Administrator will be deemed to have
acquired shares for a participant's account under the Plan will be the
average price of all shares purchased by the Plan Administrator on the open
market as agent for all participants with the proceeds of reinvested cash
dividends and any optional cash payments. Brokerage commissions or fees
will be included as part of the purchase price of the shares and allocated
proportionally among participants.
If the Plan Administrator purchases shares directly from the Company
for participants under the Plan, the purchase price at which the Plan
Administrator will be deemed to have acquired the shares will be the
average closing price of the Company's common stock, as reported by Nasdaq,
for the three trading days preceding the investment date. No brokerage
commissions or fees will be charged for purchases made through the Plan
directly from the Company.
SALE OF PLAN SHARES
15. HOW MAY YOU SELL YOUR SHARES OF COMMON STOCK?
You can sell your shares of Common Stock held under the Plan in either
of two (2) ways. First, you may request certificates for your full shares
and arrange for the sale of these shares through a broker-dealer of your
choice (see Question 19). The Plan Administrator will send you a check for
any fractional shares held in your account. The price for the fractional
shares may be determined by the Plan Administrator by either: a) selling
shares on the open market through an unaffiliated, registered
broker-dealer; or, b) by using the closing price of the Common Stock on any
listing exchange or as quoted by a registered broker-dealer on the date of
the request.
Alternatively, you may request that the Plan Administrator sell for
you some or all of your shares held by the Plan. The Plan Administrator
will sell shares for you through broker-dealers selected by the Plan
Administrator in its sole discretion. If you request that the Plan
Administrator arrange for the sale of your shares, you will be charged a
fee of $10 and will also be charged a commission by the broker-dealer
selected by the Plan Administrator, both of which will be deducted from the
cash proceeds paid to you. The amount of the commission will vary depending
on the broker-dealer selected and other factors. Shares being sold for you
may be aggregated with those of other Plan participants
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who have requested sales. In that case, you will receive proceeds based on
the average sales price of all shares sold, less your pro rata share of
brokerage commissions and less your $10 sale fee.
16. WHEN WILL SHARES OF COMMON STOCK BE SOLD?
If you elect to receive cash for your shares held under the Plan, the
Plan Administrator will sell such shares as your agent as soon as
practicable after receipt of your written request. Payment will be made by
check and mailed to you as soon as practicable after the sale.
The Plan Administrator will use its best efforts to sell your shares
on the open market within 10 business days after receipt of written
instructions from you to such effect or as soon as otherwise practicable.
There can be no assurances with respect to the ability of the Plan
Administrator to sell your shares or the price, timing, or terms on which a
sale may be made. The Company and the Plan Administrator have no obligation
under the Plan, and assume no responsibility, to purchase full shares
credited to your Plan account if such shares cannot be sold by the Plan
Administrator.
DIVIDENDS
17. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR PLAN
ACCOUNTS?
The Plan Administrator will receive the cash dividends (less the
amount of tax withheld, if any) for all Plan shares held on the dividend
record date and credit them to participants' accounts on the basis of full
shares and any fractional share held. These dividends received will be
reinvested automatically in additional shares of Common Stock as a dividend
reinvestment. Participants who wish to receive dividends in cash on shares
held in the Plan must withdraw those full shares from the Plan by
requesting stock certificates (so that the shares will be registered in the
participant's own name) and must change their investment option under the
Plan to eliminate dividend reinvestment on those shares (see Questions 8
and 19).
REPORTS TO PARTICIPANTS
18. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
As soon as practicable after each quarterly investment, you will
receive a statement showing account information, including amounts
invested, purchase and/or sale prices, and shares purchased and/or sold.
This statement will provide a cost record of purchases under the Plan and
should be retained for tax purposes. In addition, you will receive the same
material sent to every other holder of Common Stock, including the
Company's annual reports to shareholders, notices of shareholders'
meetings, proxy statements, and information for income tax reporting.
CERTIFICATES
19. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED THROUGH
THE PLAN?
Certificates for shares of Common Stock purchased through the Plan
will not be issued to you unless you request them. All shares credited to
your Plan account (including shares purchased with reinvested cash
dividends and shares delivered to the Plan Administrator for safekeeping)
will be issued to the Plan Administrator or its nominee as your agent. The
number of shares credited to your account will be shown on your account
statement. This convenience protects against loss, theft, or destruction of
stock certificates and reduces the costs to be borne to the Company.
A certificate for any number of full shares credited to your Plan
account will be issued upon written request, and the shares represented by
that certificate will be withdrawn from your account. Your written request
should be mailed to the Plan Administrator.
Certificates for a fractional share will not be issued under any
circumstances.
Shares credited to your account may not be assigned or pledged in any
way. If you wish to assign or pledge the full shares credited to your
account, you must request that certificates for those shares be issued in
your name.
Plan accounts will be maintained in the name in which your
certificates are registered at the time you enter the Plan. Certificates
for full shares will be registered in the same manner when issued to you.
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TERMINATION OF PARTICIPATION
20. HOW CAN PARTICIPATION IN THE PLAN BE TERMINATED?
The Plan is entirely voluntary. You may terminate your participation
in the Plan at any time by notifying the Plan Administrator in writing.
If your notice of termination is received by the Plan Administrator
less than five (5) business days prior to a cash dividend record date, that
cash dividend will be reinvested for your account. Your account will then
be terminated, and all subsequent cash dividends on those shares will be
paid to you.
When electing to terminate participation in the Plan, any optional
cash payment received before the Plan Administrator receives your notice of
termination will be invested for your account unless you specifically
request return of the payment prior to two business days before the next
investment date.
Upon termination of your participation in the Plan, you may direct the
Plan Administrator to sell all full and fractional shares in your account
or receive a certificate for all full shares and cash for any fractional
share (see Question 15). If written notification is not received by the
Plan Administrator upon such termination, certificates for full shares
credited to your account under the Plan will be issued to you, and a cash
payment will be made to you for any fractional share.
21. WHAT HAPPENS IF A PARTICIPANT IN THE PLAN DIES OR BECOMES LEGALLY
INCAPACITATED?
Upon receipt by the Plan Administrator of notice of death or
adjudicated incompetence of a participant, no further purchases of shares
of Common Stock will be made for the account of such participant. The
shares and cash held by the Plan for the participant will be delivered to
the appropriate person upon receipt of evidence satisfactory to the Plan
Administrator of the appointment of a legal representative and instructions
from the representative regarding delivery.
TAX INFORMATION
22. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATING IN THE PLAN?
Distributions by the Company to shareholders will generally be taxed
as ordinary dividend income. When the Plan Administrator reinvests your
cash dividends to acquire shares of Common Stock for you in open market
purchases, you will be deemed to have received a taxable dividend in the
amount of the cash dividend reinvested. Your tax basis in these shares
acquired on the open market will equal the amount of the cash dividend.
If the Plan Administrator reinvests your cash dividends to acquire
shares of Common Stock for you directly from the Company, such shares will
be treated for federal income tax purposes as having been received by you
in the form of a taxable dividend. As a result, an amount equal to the fair
market value on the investment date of the shares acquired directly from
the Company with reinvested cash dividends will be treated as a dividend
paid to you. This fair market value will be the average closing price of
the Company's common stock, as reported by Nasdaq, for the three trading
days preceding the investment date. The tax basis of the shares acquired
directly from the Company with such reinvested dividends will also equal
the fair market value of the shares on the investment date.
You will not realize any taxable income at the time of investment of
optional cash payments in additional shares of Common Stock. The tax basis
of shares purchased on the open market with an optional cash payment will
be the amount of such payment. The tax basis of shares purchased directly
from the Company with an optional cash payment will be the fair market
value of those shares on the investment date.
The holding period of shares of Common Stock acquired through the
Plan, whether purchased with reinvested dividends or optional cash
payments, will begin the day following the investment date.
You will not realize any taxable income when you receive certificates
for full shares credited to your account, either upon your written request
for such certificates or upon withdrawal from or termination of the Plan.
However, you will recognize taxable gain or loss (which, for most
participants, will be capital gain or loss) when full shares acquired under
the Plan are sold or exchanged for you and when you receive the cash
payment for a fractional share credited to your account. The amount of such
gain or loss will the difference between the amount that you receive for
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your shares or fractional share (net of brokerage commissions and other
costs of sale) and the tax basis thereof.
For foreign participants who elect to have their cash dividends
reinvested and whose dividends are subject to United States income tax
withholding, and any other participant for whom federal income tax
withholding on dividends is required, an amount equal to the cash dividends
payable to such participants, less the amount of tax required to be
withheld, will be applied to the purchase of shares of Common Stock through
the Plan. Foreign shareholder participants are urged to consult their legal
advisors with respect to any local exchange, control, tax, or other law or
regulation that may affect their participation in the Plan. The Company and
the Plan Administrator assume no responsibility regarding such laws or
regulations and will not be liable for any act or omission in respect
thereof.
THE FOREGOING IS ONLY AN OUTLINE OF THE COMPANY'S UNDERSTANDING OF
SOME OF THE APPLICABLE FEDERAL INCOME TAX PROVISIONS. THE OUTLINE IS
GENERAL IN NATURE AND DOES NOT PURPORT TO COVER EVERY SITUATION.
MOREOVER, IT DOES NOT INCLUDE A DISCUSSION OF STATE AND LOCAL INCOME
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN. FOR SPECIFIC
INFORMATION ON THE TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN,
INCLUDING ANY FUTURE CHANGES IN APPLICABLE LAW OR INTERPRETATION
THEREOF, YOU SHOULD CONSULT YOUR OWN TAX ADVISORS.
OTHER INFORMATION
23. WHAT HAPPENS IF A PARTICIPANT SELLS A PORTION OF THE SHARES OF COMMON STOCK
REGISTERED IN THE PARTICIPANT'S NAME?
If you have authorized the reinvestment of cash dividends on shares
registered in your name and then dispose of a portion of those shares, the
cash dividends on the remaining shares will continue to be reinvested.
24. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN HIS OR HER NAME OR STOPS ALL OPTIONAL PURCHASES?
If you dispose of all shares registered in your name with respect to
which dividends were being reinvested under the Plan, or if you stop
purchases through optional cash payments, the cash dividends on the shares
that remain credited to your Plan account will continue to be reinvested.
If you cease to be a record owner of any shares of Common Stock (other than
by depositing shares into the Plan as provided in Question 31), the Plan
Administrator, in its discretion, may request your instructions on the
disposition of stock in your Plan account. If the Plan Administrator does
not receive such instructions from you within 30 days, the Plan
Administrator, in its discretion, may terminate your Plan account.
25. IF THE COMPANY HAS A RIGHTS OFFERING, HOW WILL RIGHTS ON THE PLAN SHARES BE
HANDLED?
No preemptive rights attach to the Common Stock of the Company. If the
Company, nevertheless, makes available to holders of Common Stock rights or
warrants to purchase additional shares of Common Stock or other securities,
such rights or warrants will be made available to participants based on the
number of shares (including any fractional interests to the extent
practicable) held in their Plan account on the record date established for
determining the holders of Common Stock entitled to such rights or
warrants.
26. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
If the Company declares a stock dividend or a stock split with respect
to its Common Stock, the shares of Common Stock held in your Plan account
will be entitled to participate and your Plan account will be credited with
additional shares of Common Stock reflecting such dividend or split. Any
other non-cash dividend distributed by the Company on shares of Common
Stock held for your Plan account will be distributed to you.
In the event of a stock dividend or stock split, the number of shares
held in your name on which cash dividends are reinvesting will also
automatically increase by the amount of the dividend or split.
27. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
No shares held under the Plan will be voted by the Plan Administrator.
7
<PAGE>
In connection with any meeting of the Company's shareholders, the
Company will send you a proxy card indicating the total number of round
shares of Common Stock you own, including both shares of Common Stock
registered in your name as well as shares of Common Stock credited to your
Plan account.
If your proxy card is returned properly signed and marked for voting,
all the shares covered by the proxy, including those registered in your
name and whole and fractional shares held for you under the Plan, will be
voted as marked.
If your proxy card is returned properly signed but without indicating
voting instructions with respect to any item thereon, all of your shares,
including those registered in your name and those held for you under the
Plan, will be voted in accordance with the recommendations of the
management and Board of Directors of the Company.
If your proxy is not returned, or if it is returned unexecuted or
improperly executed, your shares will be voted only if you vote in person.
28. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE PLAN ADMINISTRATOR FOR
THE PLAN?
The Plan Administrator has no responsibility with respect to the
preparation and the contents of this Prospectus. Neither the Company nor
the Plan Administrator or its nominee(s), in administering the Plan, will
be liable for any act done in good faith, or for any good faith omission to
act, including, without limitation, any claims of liability arising out of
(i) failure to terminate a participant's account upon the participant's
death prior to the receipt of notice in writing of the death, (ii) the
prices and times at which shares of Common Stock are purchased or sold for
the participant's account or the terms on which such purchases or sales are
made, or (iii) fluctuations in the market value of the Common Stock, (iv)
failure to make purchases or sales at such times and under such
circumstances that such transactions are restricted by law or regulation
(See Question 32).
NEITHER THE COMPANY NOR THE PLAN ADMINISTRATOR CAN ASSURE ANY
PARTICIPANT OF A PROFIT OR PROTECT ANY PARTICIPANT AGAINST A LOSS FROM THE
SHARES PURCHASED OR SOLD THROUGH THE PLAN. SHARES OF COMMON STOCK PURCHASED
UNDER THE PLAN ARE NOT DEPOSIT ACCOUNTS OF COMPASS BANK FOR SAVINGS AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL ORGANIZATION. AN INVESTMENT IN THE COMMON STOCK IS, AS ARE ALL
EQUITY INSTRUMENTS, SUBJECT TO SIGNIFICANT MARKET FLUCTUATIONS. THE COMPANY
CAN NEITHER CONTROL PURCHASES BY THE PLAN ADMINISTRATOR UNDER THE PLAN NOR
GUARANTEE THAT DIVIDENDS ON THE COMMON STOCK WILL NOT BE REDUCED OR
ELIMINATED.
The payment of dividends is at the discretion of the Company's Board of
Directors and will depend upon future earnings, the financial condition of
the Company and other factors. The Board may eliminate or change the amount
and timing of dividends at any time without notice.
The Plan is neither subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended, nor qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended.
29. WHO REGULATES AND INTERPRETS THE PLAN?
The Company and the Plan Administrator reserve the right to interpret
and regulate the Plan as they deem necessary or desirable. Any such
interpretation or regulation will be final. The Plan, related Plan
documentation, and Plan accounts will be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
30. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While the Company hopes to continue a dividend reinvestment and stock
purchase plan indefinitely, the Company and Plan Administrator reserve the
right to terminate or suspend the Plan at any time by written notice to the
participants. The terms and conditions of the Plan may also be amended by
the Plan Administrator, with the concurrence of the Company, at any time by
mailing an appropriate notice to participants at least 30 days prior to the
effective date of such amendment. The Company may amend the Plan by mailing
an appropriate notice to participants at least 30 days prior to the
effective date of such amendment. Notwithstanding the foregoing, such
amendments to the Plan as may be required from time to time due to changes
in or new rules and regulations under the federal
8
<PAGE>
or state securities laws may be made by the Plan Administrator prior to
notice to each participant. Moreover, the Company's Board of Directors may
eliminate or change the amount and timing of dividends at any time without
notice. (See Question 28.)
31. CAN A PARTICIPANT SEND HIS OR HER COMMON STOCK CERTIFICATES TO BE CREDITED
TO HIS OR HER PLAN ACCOUNT?
A participant can transfer any shares of Common Stock held of record
to the Plan Administrator to be held for his or her Plan account. A
participant desiring to transfer any shares into the Plan should mail them
by certified or registered mail to the Plan Administrator with a note
requesting that they be so credited. This additional service protects
against the loss, theft, or destruction of a participant's stock
certificates. Cash dividends paid with respect to all shares so credited
will automatically be reinvested under the Plan.
32. WHEN MAY PURCHASES OR SALES OF STOCK BE TEMPORARILY CURTAILED?
Temporary curtailment or suspension of purchases or sales of Common
Stock may be made at any time when such purchases or sales would be, in the
Company's judgment, in contravention of, or be restricted by applicable
regulations, interpretations or orders of the Securities and Exchange
Commission any other governmental commission, agency or instrumentality,
any court, securities exchange or the National Association of Securities
Dealers, Inc. The Company will not be accountable, or otherwise liable, for
failure to make purchases or sales at such times and under such
circumstances.
AVAILABLE INFORMATION
Seacoast Financial is subject to the informational requirements of the
Securities Exchange Act of 1934 and files reports, proxy statements and other
information with the Securities and Exchange Commission. Such reports, proxy
statements and other information filed by Seacoast Financial can be inspected
and be copied, at the prescribed rates, at the public reference facilities of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices at 7 World
Trade Center, Suite 1300, New York, New York 10048, and Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60681. In addition the
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants, such as Seacoast
Financial, that file electronically with the Commission. The address of such
site is http://www.sec.gov. Seacoast Financial's Common Stock is traded on the
Nasdaq Stock Market. Reports and other information concerning Seacoast Financial
may be inspected at the National Association of Securities Dealers, Inc., 1735 K
Street, N.W. Washington, D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on Form S-3
filed by Seacoast Financial with the Commission under the Securities Act of
1933. In accordance with the rules and regulations of the Commission, this
Prospectus omits certain of the information contained in the Registration
Statement and its exhibits and schedules. For further information concerning
Seacoast Financial and the Common Stock offered by this prospectus, please see
the Registration Statement and its exhibits and schedules, which may be
inspected without charge at the office of the Commission at 450 Fifth Street,
N.W. Washington, D.C. 20549 and copies of which may be obtained from the
Commission at prescribed rates.
INFORMATION INCORPORATED BY REFERENCE
The following documents of Seacoast Financial which have been filed with
the Commission are hereby incorporated by reference in this Prospectus.
(a) Annual Report on Form 10-K for the fiscal year ended October 31, 1998
as filed on January 29, 1999.
(b) Quarterly Report on Form 10-Q for the quarter ended September 30,
1999 as filed on November 15, 1999.
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 as
filed on August 12, 1999
9
<PAGE>
(d) Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 as
filed on May 14, 1999.
(e) Current Report on Form 8-K as filed on February 9, 1999.
(f) Current Report on Form 8-K as filed on December 17, 1998, and amended
by Amendment Number 1 on Form 8-K as filed on February 9, 1999.
(g) Transition Report on Form 10-Q for the transition period from November
1, 1998 to December 31, 1998 as filed on March 15, 1999.
(h) The description of Seacoast Financial's Common Stock, contained under
the headings "Description of Capital Stock of Seacoast Financial" and
"Restrictions on Acquisition of Seacoast Financial and Compass" in the
Company's Registration Statement on Form S-1, Registration No. 333-52889,
as initially filed with the Commission on May 15, 1998, and subsequently
amended. Such portions of the Registration Statement on Form S-1 and any
amendment or report filed for the purpose of updating such description, are
incorporated herein by reference.
All documents filed by Seacoast Financial pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock offered hereby
shall be deemed to be incorporated by reference in and to be a part of this
Prospectus from the respective dates of filing such documents. Any statement or
information contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed modified or superseded for the purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference 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 Prospectus.
Seacoast Financial will provide without charge to any person to whom a
Prospectus is delivered, on written or oral request of such person, a copy of
any or all of the documents incorporated herein by reference (other than
exhibits and schedules to such documents). Requests should be directed to:
Investor Relations, Seacoast Financial Services Corporation, 791 Purchase
Street, New Bedford, Massachusetts 02740, (508)984-6333.
EXPERTS
The financial statements of Seacoast Financial incorporated by reference in
this Prospectus have been audited by Arthur Andersen LLP, independent public
accountants, to the extent and for the periods as indicated in their report with
respect thereto, and are incorporated herein by reference in reliance upon the
authority of said firm as experts in accounting and auditing giving said report.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.7 of the Articles of Organization of Seacoast Financial provides
that to the extent permitted by law and subject to certain limitations, each
Officer of the Corporation (and his or her heirs and personal representatives)
shall be indemnified by the Corporation against all expenses incurred by him or
her in connection with any proceeding in which he or she is involved as a result
of (a) his or her serving or having served as an Officer or employee of the
Corporation, (b) his or her serving or having served as a Director, officer or
employee of any of its wholly-owned Subsidiaries, or (c) his or her serving or
having served in any capacity with respect to any other corporation,
organization, partnership, joint venture, trust, employee benefit plan or other
entity at the request or direction of the Corporation. Under Massachusetts law,
such indemnification shall not be provided if it is determined that the action
giving rise to the liability was not taken in good faith in the reasonable
belief that the action was in the best interests of Seacoast Financial. Seacoast
Financial also has a policy of directors' and officers' liability insurance to
indemnify its directors and officers against certain liabilities incurred in
their capacities as such.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to Directors, officers or persons
controlling Seacoast Financial pursuant to the foregoing provisions, it is the
position of the Securities and Exchange Commission that such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses to be incurred by Seacoast
Financial in connection with the offering described in this Registration
Statement:
<TABLE>
<S> <C>
Registration Fee ........................................ $1,486
Printing ................................................ $3,500
Legal Fees .............................................. $5,000
Accounting Fees ......................................... $3,000
Miscellaneous ........................................... $2,000
Total .......................................... $14,986
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.7 of the Articles of Organization of Seacoast Financial provides
that to the extent permitted by law and subject to certain limitations, each
Officer of the Corporation (and his or her heirs and personal representatives)
shall be indemnified by the Corporation against all expenses incurred by him or
her in connection with any proceeding in which he or she is involved as a result
of (a) his or her serving or having served as an Officer or employee of the
Corporation, (b) his or her serving or having served as a Director, officer or
employee of any of its wholly-owned Subsidiaries, or (c) his or her serving or
having served in any capacity with respect to any other corporation,
organization, partnership, joint venture, trust, employee benefit plan or other
entity at the request or direction of the Corporation. Under Massachusetts law,
such indemnification shall not be provided if it is determined that the action
giving rise to the liability was not taken in good faith in the reasonable
belief that the action was in the best interests of Seacoast Financial. Seacoast
Financial also has a policy of directors' and officers' liability insurance to
indemnify its directors and officers against certain liabilities incurred in
their capacities as such.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
<TABLE>
<S> <C>
3.1 Articles of Organization of Seacoast Financial Services
Corporation. -- Incorporated herein by reference to Exhibit 3 to
the Registration Statement on Form 8-A of Seacoast Financial
Services Corporation dated November 18, 1998.
3.2 By-laws of Seacoast Financial Services Corporation -- Incorporated
herein by reference to Exhibit 4 to the Registration Statement on
Form 8-A of Seacoast Financial Services Corporation dated November
18, 1999.
4.1 Instruments defining the rights of security holders. See Exhibits
3.1 and 3.2.
*5.1 Opinion of Foley, Hoag & Eliot LLP
*23.1 Consent of Foley, Hoag & Eliot LLP (included on Exhibit 5.1)
*23.2 Consent of Arthur Andersen LLP
*23.3 Consent of KPMG LLP
*24.1 Power of Attorney (contained on the signature page)
*99.1 Enrollment Form
</TABLE>
- - ----------
* Documents filed herewith
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
(a) 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;
(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) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amend ment by those paragraphs is contained in
periodic reports filed or furnished to the Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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.
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference to 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of New Bedford, Massachusetts, on October 28, 1999.
SEACOAST FINANCIAL SERVICES CORPORATION
By: /S/ KEVIN G. CHAMPAGNE
------------------------------------
Kevin G. Champagne
President, Chief Executive Officer and
Director
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoint Kevin G. Champagne and Francis S. Mascianica, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing he may
deem necessary or advisable to be done in connection with this Registration
Statement, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/KEVIN G. CHAMPAGNE President and October 28, 1999
--------------------- Chief Executive Officer,
Kevin G. Champagne Director
(Principal Executive Officer)
/S/FRANCIS S. MASCIANICA, JR. Senior Vice President October 28, 1999
----------------------------- Treasurer and CFO
Francis S. Mascianica, Jr. (Principal Financial and
Accounting Officer)
/S/MANUEL G. CAMACHO Director October 28, 1999
--------------------
Manuel G. Camacho
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ DAVID P. CAMERON Director October 28, 1999
--------------------
David P. Cameron
/S/ HOWARD C. DYER, JR. Director October 28, 1999
-----------------------
Howard C. Dyer, Jr.
/S/ MARY F. HEBDITCH Director October 28, 1999
--------------------
Mary F. Hebditch
/S/ GLEN F. JOHNSON Director October 28, 1999
--------------------
Glen F. Johnson
/S/ THORNTON P. KLAREN, JR. Director October 28, 1999
---------------------------
Thornton P. Klaren, Jr.
/S/ J. LOUIS LEBLANC Director October 28, 1999
---------------------
J. Louis LeBlanc
/S/ FREDERIC D. LEGATE Director October 28, 1999
----------------------
Frederic D. Legate
/S/ REALE J. LEMIEUX Director October 28, 1999
--------------------
Reale J. Lemieux
/S/ A. WILLIAM MUNRO Director October 28, 1999
--------------------
A. William Munro
/S/ CARL RIBEIRO Director October 28, 1999
--------------------
Carl Ribeiro
/S/ JOSEPH H. SILVERSTEIN Director October 28, 1999
-------------------------
Joseph H. Silverstein
/S/ GERALD H. SILVIA Director October 28, 1999
--------------------
Gerald H. Silvia
</TABLE>
II-4
<PAGE>
EXHIBIT 5.1
FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170
<TABLE>
<CAPTION>
<S> <C>
TELEPHONE: 617-832-1000 1747 PENNSYLVANIA AVE., N.W.
FACSIMILE: 617-832-7000 WASHINGTON, D.C. 20006
http://www.fhe.com TEL: 202-223-1200
FAX: 202-785-6687
</TABLE>
November 10, 1999
Seacoast Financial Services Corporation
791 Purchase Street
New Bedford, Massachusetts 02740
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-3 (the "S-3
Registration Statement") filed by Seacoast Financial Services Corporation, a
Massachusetts corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. The S-3 Registration
Statement relates to the proposed offering by the Company of 500,000 shares (the
"Shares") of its common stock, $.01 par value per share ("Common Stock")
issuable pursuant to the Seacoast Financial Services Corporation Dividend
Reinvestment and Stock Purchase (the "Plan).
In arriving at the opinion expressed below, we have examined and relied
on the following documents:
1. The Company's Articles of Organization and By-Laws, each as amended
as of the date hereof;
2. Such records of meetings and consents of the Company's Board of
Directors and of its stockholders, stock records and other records and documents
as we deemed necessary or appropriate for purposes of rendering this opinion;
and
3. The Plan.
Based upon the foregoing, it is our opinion that:
<PAGE>
1. The Company has corporate power adequate for the issuance of the
Shares in accordance with the S-3 Registration Statement.
2. The Company has taken all necessary corporate action required to
authorize the issuance and sale of the Shares.
3. When certificates for the Shares have been duly executed and
counter-signed and delivered against due receipt of the purchase price in
accordance with the provisions of the Plan, the Shares will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
S-3 Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By:/s/ CAROL HEMPFLING PRATT
---------------------------
A Partner
<PAGE>
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated December 10, 1998
included in Seacoast Financial Services Corporation's Form 10-K for the year
ended October 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
November 8, 1999
<PAGE>
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
In connection with the Registration Statement on Form S-3 of Seacoast
Financial Services Corporation, we consent to the incorporation by reference
of our report dated January 26, 1998, except as to Note 17, which is as of
March 23, 1998, relating to the consolidated balance sheets of Sandwich
Bancorp, Inc. and subsidiaries as of December 31, 1997 and 1996 and the
related consolidated statements of operations, changes in stockholders equity
and cash flows for each of the years in the three-year period ended December
31, 1997, which report appears in Form S-1 of Seacoast Financial Services
Corporation.
/s/ KPMG LLP
Boston, Massachusetts
November 15, 1999
<PAGE>
EXHIBIT 99.1
STOCK PURCHASE AND DIVIDEND REINVESTMENT PLAN
AUTHORIZATION FORM
- - -------------------------------------------------
PLEASE SIGN THE AUTHORIZATION
LOCATED ON THE REVERSE SIDE OF
THIS FORM and complete the
information below only if it
{{logo}} has changed.
<TABLE>
<CAPTION>
<S> <C>
P. O. Box 2101, New Bedford, MA 02741-2101 Name 1
-------------------------------------------
Name 2
-------------------------------------------
Street Address
-------------------------------------------
City/State/Zip Code
-------------------------------------------
Home Telephone Number
-------------------------------------------
Business Telephone Number
-------------------------------------------
</TABLE>
<PAGE>
NOTE: THIS IS NOT A PROXY
Completion and return of this Authorization Form authorizes your enrollment in
the Seacoast Financial Services Corporation Dividend Reinvestment and Stock
Purchase Plan.
DO NOT RETURN THIS FORM UNLESS YOU WISH TO PARTICIPATE IN THE PLAN.
/ / FULL COMMON STOCK DIVIDEND REINVESTMENT AND OPTIONAL CASH PURCHASES - If
you check this option, you authorize the purchase of additional shares of
Common Stock with the cash dividends on all shares of Common Stock
currently or subsequently registered in your name, as well as on the shares
of Common Stock credited to your Plan Account. In addition cash payments of
not less than $100 per payment, up to a total of $5,000 per quarter will be
used to purchase additional shares of Common Stock.
/ / PARTIAL DIVIDEND REINVESTMENT AND OPTIONAL CASH PURCHASES - If you check
this option, you authorize the purchase of additional shares of Common
Stock with the cash dividends on ________% of the shares (25%, 50%, 75%) of
Seacoast Financial Services Corporation stock held by you in certificate
form and to apply these dividends, together with any voluntary cash
payments ranging from $100 minimum to a cumulative $5,000 maximum per
quarter, that you may make to the purchase of Seacoast Financial Services
Corporation stock.
/ / OPTIONAL CASH PURCHASES ONLY - If you check this option, a Plan account
will be established to receive your optional cash payments of not less than
$100 per payment, up to a total of $5,000 per quarter. Such cash payments
will be used to purchase additional shares of Common Stock. You will
continue to receive your dividend by check on the shares you are holding.
NOTE: CHECKS SUBMITTED FOR OPTIONAL CASH PURCHASES OF STOCK MUST BE RECEIVED NOT
LESS THAN 5 DAYS AND NO MORE THAN 30 DAYS PRIOR TO THE INVESTMENT DATE.
(SEE PROSPECTUS FOR DETAILS)
I understand that the purchases will be made under the terms and conditions of
the Dividend Reinvestment Plan as described in the Plan Prospectus that
accompanied this Authorization Form and that I may revoke this authorization at
any time by notifying Registrar and Transfer Company, in writing, of my desire
to terminate my participation.
Please return this Authorization Form in the envelope provided to: Registrar and
Transfer Company, 10 Commerce Drive, Cranford, NJ 07016.
Sign here exactly as name(s) appear on stock certificate(s). If shares are held
jointly, all holders must sign.
Stockholder X Date Stockholder X Date
------------ ------- ------------ -------
