<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1997
REGISTRATION STATEMENT NO. 333-19823
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
PRE-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
BOSTON PRIVATE BANCORP, INC.
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-2976299
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
--------------------
TEN POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 556-1900
(Address, including zip code and telephone number, including
area code, of Registrant's principal executive offices)
--------------------
TIMOTHY L. VAILL
President and Chief Executive Officer
Boston Private Bancorp, Inc.
Ten Post Office Square
Boston, Massachusetts 02109
(617) 556-1900
(Name, address, including zip code, and telephone number,
including area code of agent for service)
--------------------
Copies of all communications should be sent to:
WILLIAM P. MAYER, ESQ.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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. [x]
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 statement 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. [ ]
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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<PAGE> 2
PROSPECTUS
BOSTON PRIVATE BANCORP, INC.
730,000 Shares of Common Stock
This Prospectus relates to 730,000 shares (the "Shares") of common stock,
$1.00 par value per share (the "Common Stock"), of Boston Private Bancorp, Inc.
(the "Company") to be sold by certain stockholders of the Company (the "Selling
Stockholders") from time to time. The Selling Stockholders may sell the Shares
from time to time in transactions on the Nasdaq SmallCap Market System, in
negotiated transactions or by a combination of these methods, at fixed prices
that may be changed, at market prices at the time of sale, at prices related to
market prices or at negotiated prices. The Selling Stockholders may effect these
transactions by selling the Shares to or through broker-dealers, who may receive
compensation in the form of discounts or commissions from the Selling
Stockholders or from the purchasers of the Shares for whom the broker-dealers
may act as an agent or to whom they may sell as a principal, or both. See
"Selling Stockholders" and "Plan of Distribution." The Common Stock of the
Company is traded under the symbol "BPBC" on the Nasdaq SmallCap Market. On
February 6, 1997, the reported closing price for the Common Stock on the Nasdaq
SmallCap Market was $5.25.
The Company will not receive any of the proceeds from the sale of the
Shares. The Company has agreed to bear all of the expenses in connection with
the registration and sale of the Shares (other than underwriting discounts and
selling commissions and the fees and expenses of counsel or other advisors to
the Selling Stockholders).
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN SPECIAL
FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN PURCHASING THE
SHARES OF COMMON STOCK OFFERED HEREBY.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------
THE DATE OF THIS PROSPECTUS IS FEBRUARY , 1997.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. 20549, a Registration Statement (which term
shall include all amendments, exhibits and schedules thereto) on Form S-3 under
the Securities Act of 1933, as amended (the "Securities Act") with respect to
the shares of Common Stock offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission, to which
Registration Statement reference is hereby made. For further information with
respect to the Company and the securities covered hereby, reference is made to
the Registration Statement and to the exhibits thereto filed as a part thereof.
The Registration Statement and the exhibits thereto may be inspected and copied
at prescribed rates at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the regional offices of the Commission located at Seven World
Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661, and copies may be obtained at the
prescribed rates from the Public Reference section of the Commission at its
principal office in Washington, D.C. The Commission also maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files proxy statements, reports and other information with the
Commission. Such proxy statements, reports and other information filed by the
Company may be inspected and copied at prescribed rates at the aforementioned
public reference facilities maintained by the Commission. The Common Stock of
the Company is traded on the Nasdaq SmallCap Market System. Reports and other
information concerning the Company may be inspected at the National Association
of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in, and made a part of, this Prospectus by reference as of their
respective dates: (1) the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995; (2) the Company's Quarterly Reports on Form 10-QSB
for the fiscal quarters ended March 31, June 30 and September 30, 1996; (3) the
definitive Proxy Statement of the Company for the Annual Meeting of Stockholders
held May 15, 1996; (4) the Company's Current Report on Form 8-K dated December
9, 1996; and (5) the description of the Common Stock of the Company contained in
the Company's Registration Statement on Form SB-2, filed on August 30, 1993,
including all amendments and reports updating such description.
Each document filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this offering shall be deemed to be incorporated by reference in this
Prospectus and shall be a part hereof from the date of filing of such document.
The Company will furnish without charge to each person, including any beneficial
owner, to whom this Prospectus is delivered, upon request, a copy of any or all
of the documents that have been incorporated by reference to the Registration
Statement of which this Prospectus is a part, other than exhibits to such
documents. Requests should be addressed to: Boston Private Bancorp, Inc., Ten
Post Office Square, Boston, Massachusetts 02109, Attention: Corporate Secretary
(telephone number (617) 556-1900).
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<PAGE> 4
This Prospectus, including the information incorporated herein by
reference, contains forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. The Company's actual
results could differ materially from those projected in the forward-looking
statements set forth in this Prospectus including the information incorporated
herein by reference. Investors should carefully consider the discussion of risk
factors below, in addition to the other information contained in this
Prospectus, in connection with an investment in the Shares offered hereby.
RISK FACTORS
In addition to the other information contained or incorporated by reference
in this Prospectus, the following factors should be considered carefully in
evaluating an investment in the shares of Common Stock offered by this
Prospectus.
COMPETITION
The ability of Boston Private Bank & Trust Company (the "Bank"), the
wholly-owned subsidiary of the Company through which it conducts substantially
all of its business, to attract loans and deposits may be limited by its small
size relative to its competitors. The Bank maintains a smaller staff and has
fewer financial and other resources than larger institutions with which it
competes in its market area.
In particular, in attempting to attract deposits and making loans, the Bank
encounters competition from other institutions, including larger downtown Boston
and suburban-based commercial banking organizations, savings banks, credit
unions, other financial institutions and non-bank financial service companies
serving eastern Massachusetts and adjoining areas. The principal modes of
competition include the interest rates charged on loans, the interest rates paid
on deposits, efforts to obtain deposits, the range of services provided and the
quality of those services.
In this competitive environment, the Bank may be unable to attract
sufficient and high-quality loans in order to continue its loan growth, which
may materially adversely affect the Bank's results of operations and financial
condition, including the level of its non-performing assets. The Bank's
competitors include several major financial companies whose greater resources
may afford them a marketplace advantage by enabling them to maintain numerous
banking locations and mount extensive promotional and advertising campaigns. In
particular, the Bank's current commercial borrowing customers may develop needs
for credit facilities larger than it can accommodate.
In addition, the Company's ability to attract investment management and
trust business may be inhibited by its relatively short history and limited
record of performance. With respect to its investment management and trust
services, the Bank competes primarily with commercial banks and trust companies,
mutual fund companies, investment advisory firms, stock brokerage firms, law
firms and other financial companies. Competition is especially keen in the
Bank's market area, because Boston has a well-established investment management
industry. Management believes that the Company has improved its ability to
attract investment management business as a result of the acquisition of
Cunningham, Henderson, and Papin Incorporated in July of 1995.
ASSET QUALITY
The success of bank holding companies, such as the Company, depends to a
significant extent upon the quality of their assets. Non-performing assets of
the Company, which include non-performing loans and real estate acquired through
foreclosure proceedings and through acceptance of a deed in lieu of foreclosure
(collectively, other real estate owned or "OREO"), can lead to charge-offs and
an increase in the Bank's allowance for possible loan losses. Other adverse
effects of non-performing assets include, but are not limited to, foregone
interest income and increased operating expenses as a result of the allocation
of management time and resources to the collection and work-out of these
non-performing assets.
Management of the Bank determines the Bank's allowance for possible loan
losses based on the facts and circumstances available to it at the time of
determination. The net carrying value of OREO is determined by Management to
equal the lower of (i) the assets' balances when transferred to OREO or (ii) the
estimated net fair value, after reduction for estimated selling costs, of the
property acquired. The allowance for possible loan losses, however, can only be
estimated by the Company, based upon, among other things, the quality of the
loan portfolio, economic conditions, the value of the underlying collateral and
the level of non-accruing loans held by the Bank. Future provisions to the
allowance for possible loan losses or provisions in carrying values of OREO
could become necessary as a result of deterioration in the real estate
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<PAGE> 5
market and/or the economy in the Company's primary market area, future increases
in non-performing assets or for other reasons. Such provisions could adversely
affect the Company's financial condition and results of operations.
In addition, bank regulatory agencies, as an integral part of their
examination process, periodically review the Bank's allowance for possible loan
losses and the carrying value of its OREO. Such agencies could require the Bank
to make further provisions to the allowance for possible loan losses and
adjustments to the carrying values of OREO based on their judgments at the time
of examination. The Company was most recently examined by the Board of Governors
of the Federal Reserve Board in December 1993, and the Bank was most recently
examined by the Federal Deposit Insurance Corporation in September 1994 and the
Massachusetts Commissioner of Banks in September 1995.
LOAN CONCENTRATIONS
The Bank's loans are concentrated with respect to geography, type of
customer and type of collateral. Since the Bank serves primarily individuals and
smaller businesses located in eastern Massachusetts and adjoining areas, with a
particular concentration in the Greater Boston Metropolitan Area, the Bank's
asset quality is affected by the economic conditions in these areas. The Bank's
commercial loans are generally concentrated in the following customer groups:
(i) real estate developers and investors, (ii) financial services, (iii)
technology, manufacturing and communications, (iv) professional services and
(v) general commercial, industrial and personal loans. The Bank's commercial
loans, with limited exceptions, are secured by either real estate (income
producing residential and commercial properties), marketable securities or
corporate assets (accounts receivable, equipment and inventory). Substantially
all of the Bank's residential mortgage and home equity loans are secured by
residential property in eastern Massachusetts. Conditions in the real estate
market specifically, and the Massachusetts economy generally, could impact the
ability of these borrowers to service their loans in the future and/or the value
of the collateral securing these loans. In addition, this loan concentration
coupled with adverse economic conditions in the area could negatively impact the
asset quality of the Company in future periods. See "--Asset Quality."
INTEREST RATE ENVIRONMENT
The general interest rate environment affects the Company's financial
results. The Bank's main source of income is its net interest income, which is
defined as the difference between the interest income received on its
interest-bearing assets, including loans and investment securities, and the
interest expense incurred in connection with its interest-bearing liabilities,
including deposits and borrowings. The Bank's net interest income can be
affected significantly by changes in market interest rates. The Bank has adopted
asset and liability management policies to minimize the potential adverse
effects of changes in interest rates on its net interest income, primarily by
altering the mix and maturity of the Bank's loans, investments and funding
sources.
An increase in interest rates could also have a material adverse effect on
the Company's results of operations by reducing the ability of its borrowers to
service their current indebtedness, thereby increasing the Bank's delinquent and
non-performing loans and necessitating further provisions to the Bank's
allowance for possible loan losses.
SOURCES OF FUNDS
The Bank has traditionally obtained funds principally through deposits and
through borrowings. The Bank's ability to obtain deposits depends upon general
economic conditions, market interest rates and competitive pressures. Thus, in
order to provide liquidity and flexibility to its operations, the Bank may have
to rely more heavily on borrowings as a source of funds in the future.
Moreover, the volatility of the Bank's deposits may impact the Bank's
overall liquidity. Historically and in comparison to commercial banking
averages, the Bank has had a higher percentage of its time deposits in
denominations of $100,000 or more. Within the banking industry, these deposits
are generally considered to be volatile.
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<PAGE> 6
THE COMPANY
The Company is incorporated under the laws of the Commonwealth of
Massachusetts and is registered with the Board of Governors of the Federal
Reserve System as a bank holding company under the Bank Holding Company Act of
1956, as amended. On July 1, 1988, the Company became the parent holding company
of Boston Private Bank & Trust Company (the "Bank"), a trust company chartered
by the Commonwealth of Massachusetts and insured by the Federal Deposit
Insurance Corporation. The Company conducts substantially all of its business
through its wholly-owned subsidiary, the Bank, and the Bank's wholly-owned
subsidiaries, BPB Securities Corporation and Boston Private Asset Management,
Inc.
The Company pursues a "private banking" business strategy and is
principally engaged in providing banking, investment and fiduciary products to
high net worth individuals, their families and their businesses in the greater
Boston area and New England and, to a lesser extent, Europe and Latin America.
The Bank offers its clients a broad range of basic deposit services, including
checking and savings accounts, with automated teller machine ("ATM") access, and
cash management services through sweep accounts and repurchase agreements. The
Bank also offers commercial, residential mortgage, home equity and consumer
loans, as well as credit card services. In addition, the Bank provides
investment advisory and asset management services, securities custody and
safekeeping services, trust and estate administration and IRA and Keogh
accounts.
On July 31, 1995, the Company acquired substantially all of the assets and
assumed certain liabilities of the investment management business of Cunningham,
Henderson, and Papin Incorporated ("CH&P, Inc.") for a total purchase price of
approximately $4.2 million, of which $2.1 million, consisting of $1.5 million in
cash and 166,667 shares of the Company's Common Stock, was paid at closing. In
each of January and July 1996, the Company paid an additional $375,000 in cash
and 41,667 shares of Common Stock of the Company. The balance of the purchase
price is payable in semi-annual installments due January 15 and July 15, 1997.
The amount of each installment payment will be $375,000 in cash and 41,667
shares of Common Stock of the Company. The acquisition was accounted for as a
purchase and, as such, subsequent to the date of acquisition, the results of
operations of CH&P, Inc. have been included with those of the Company.
INVESTMENT MANAGEMENT. The Company provides a range of investment
management services to individuals, families, trusts, endowments, foundations
and retirement plans. These services include management of equity portfolios,
fixed income portfolios, balanced portfolios, liquid asset management portfolios
and mutual fund holdings. Portfolios are managed based on the investment
objectives of each client, with each portfolio being positioned to benefit from
long-term market trends. In addition, the Company offers advisory services with
respect to alternative forms of investment.
TRUST ADMINISTRATION. Acting as a fiduciary, the Company provides trust
administration and estate settlement services. The services provided by the
Company include the ongoing fiduciary review of the trust instrument, the
collection and safekeeping of assets, the investment of trust assets, the
distribution of income, the preparation of reports for court and tax purposes,
the preparation of tax returns, the distribution of assets as required and
communication with grantors, beneficiaries and co-trustees.
CUSTODY SERVICES. Custody services provided by the Company include the
safekeeping of securities, the settlement of security transactions, the
execution of trades and the automatic investment of cash balances.
LENDING ACTIVITIES. The Bank specializes in lending to individuals and
small businesses, including non-profit organizations, partnerships and
professional corporations and associations. Loans made by the Bank to
individuals include residential mortgage loans, unsecured and secured personal
lines of credit, home equity loans, mortgage loans on investment and vacation
properties, letters of credit and overdraft protection. Loans made by the Bank
to businesses include commercial mortgage loans, revolving lines of credit,
working capital loans, equipment financing and letters of credit. Generally, the
Bank lends only to borrowers located in eastern New England or to borrowers who
may be located farther away, but who have collateral deposited with the Bank in
the form of cash or marketable securities or other collateral within the Bank's
market area.
ASSET AND LIABILITY MANAGEMENT. The objective of the Company's asset and
liability management is to maximize profit potential while minimizing the
vulnerability of its operations to changes in interest rates by means of
managing the ratio of interest rate sensitive assets to interest rate sensitive
liabilities within specified maturities or repricing dates. The Company's
actions in this regard are taken under the guidance of the Asset and Liability
Management Committee which is comprised of members of senior management. This
committee is involved in formulating the economic assumptions that the
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Company uses in its financial planning and budgeting process and establishes
policies which control and monitor the sources, uses and pricing of funds. The
Company has not engaged in any hedging activities.
INVESTMENT ACTIVITIES. The investment activity of the Company is an
integral part of the overall asset/liability management of the Company. The
Bank's investment policy is to establish a portfolio which will provide
liquidity necessary to facilitate funding of loans and to cover deposit
fluctuations while at the same time achieving a satisfactory return on the funds
invested. The securities in which the Bank may invest are subject to regulation
and limited to securities which are considered "investment grade" securities.
SOURCES OF FUNDS. Deposits made at the Bank's office location and through
ATM's have traditionally been the principal source of funds for use in lending
and for other general business purposes. However, while the Bank has not
traditionally placed significant reliance on borrowings as a source of
liquidity, it has established various borrowing arrangements, including Federal
Home Loan Bank of Boston ("FHLB") advances, the sale of securities to
institutional investors under repurchase agreements and, from time to time, the
purchase of federal funds from other banking institutions.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholders.
REGISTRATION RIGHTS
The registration of the Shares pursuant to the Registration Statement of
which this Prospectus is a part will discharge certain of the Company's
obligations under the terms of Stock Purchase Agreements dated December 9, 1996,
which the Company entered into in connection with the private placement of
730,000 shares of Common Stock to the Selling Stockholders (the "Registration
Rights Agreement").
Pursuant to the Registration Rights Agreement, the Company has agreed to
pay all expenses of registering the Shares (other than brokerage and
underwriting commissions, taxes of any kind and any legal, accounting and other
expenses incurred by a holder thereunder). The Company also has agreed under the
Registration Rights Agreement to indemnify each Selling Stockholder and its
officers, directors and other affiliated persons and any person who controls any
Selling Stockholder against losses, claims, damages and expenses arising under
the securities laws in connection with the Registration Statement or this
Prospectus, subject to certain limitations. In addition, each Selling
Stockholder under the Registration Rights Agreement severally agreed to
indemnify the Company and its respective directors, officers and any person who
controls the Company against all losses, claims, damages and expenses arising
under the securities laws insofar as such loss, claim, damage or expense relates
to information furnished to the Company by such Selling Stockholder for use in
the Registration Statement or Prospectus or an amendment or supplement thereto
or the failure by such Selling Stockholder (through no fault of the Company) to
deliver or cause to be delivered this Prospectus or any amendment or supplement
thereto to any purchaser of Shares covered by the Registration Statement from
such Selling Stockholder.
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SELLING STOCKHOLDERS
<TABLE>
The Shares are to be offered by and for the respective accounts of the
Selling Stockholders. The following table sets forth the name and number of
shares of Common Stock owned by each Selling Stockholder as of January 1, 1997.
The Shares offered by this Prospectus may be offered from time to time by the
Selling Stockholders. Because the Selling Stockholders may sell all, some or
none of the Shares, the Company has assumed that the Selling Stockholders will
sell all of the Shares in determining the number and percentage of shares of
Common Stock that each Selling Stockholder will own upon completion of the
offering to which this Prospectus relates. The amounts set forth below are based
upon information provided by the Selling Stockholders and are accurate to the
best knowledge of the Company.
<CAPTION>
Shares of Shares of
Common Stock Shares of Common Stock Owned
Beneficially Owned Common Stock After the Offering(2)
Selling Stockholder as of January 1, 1997(1) Offered Hereby Number(1) Percent(3)
- ------------------- ------------------------ -------------- --------- -----------
<S> <C> <C> <C> <C>
Banc Fund IV L.P. ........................ 28,650 28,650 0 --
Banc Fund IV Trust ....................... 96,350 96,350 0 --
John M. Barry(4),(5) ..................... 101,076 10,000 91,076 1.4%
Bay Pond Investors (Bermuda) L.P. ........ 125,000 125,000 0 --
Calkins Newspaper Pension Trust .......... 55,000 1,575 53,425 *
Eugene S. Colangelo(4),(5),(6),(7) ....... 86,599 23,000 63,599 *
Michael M. Davis(4),(8) .................. 11,400 5,000 6,400 *
James D. Dawson(9),(10) .................. 10,625 5,000 5,625 *
Financial Stocks L.P. .................... 175,000 125,000 50,000 *
Kate S. Flather(4),(11) .................. 10,000 5,000 5,000 *
Torrence C. Harder ....................... 5,385 2,385 3,000 *
James D. Henderson(9),(12) ............... 49,275 2,000 47,275 *
Lynn Thompson Hoffman(4),(8),(13) ........ 53,400 23,000 7,400 *
Paul R. Hoffman(14) ...................... 53,400 23,000 7,400 *
Barbara M. Houlihan(9),(15) .............. 8,300 1,000 7,300 *
Axel LeBlois(4)........................... 5,000 5,000 0 --
Lodewyk A.S. Lemmer ...................... 40,000 3,640 36,360 *
Charles McDermott ........................ 23,000 23,000 0 --
Milynn and Affiliates Profit Sharing
Plan and Trust ......................... 50,000 13,640 36,360 *
John Bryan Mims Revocable Trust .......... 40,000 3,640 36,360 *
Susan Mims Revocable Trust ............... 20,000 1,820 18,180 *
Carey S. Morrissey(9),(16) ............... 3,250 2,000 1,250 *
Walter M. Pressey(7),(9),(17) ............ 7,250 1,000 6,250 *
Robert A. Radloff(4),(5) ................. 55,400 25,000 30,400 *
Eugene F. Rivers, 3rd(4),(5),(7).......... 7,684 2,000 5,684 *
Elie Rivollier, Jr. ...................... 10,000 2,500 7,500 *
Mary Rivollier ........................... 41,345 10,300 31,045 *
Alfred S. Ross ........................... 23,000 23,000 0 --
Saranow Investments, L.L.C. .............. 25,000 25,000 0 --
Richard J. Sheehan, D.V.M. ............... 15,500 7,500 8,000 *
Allen Sinai(4),(8) ....................... 26,900 22,000 4,900 *
Tapley Stephenson Jr. .................... 15,900 5,000 10,900 *
James Avery Sterling ..................... 13,900 3,000 10,900 *
Timothy L. Vaill(9),(18),(19) ............ 271,972 5,000 266,972 3.9
Wood Investment Partners(20) ............. 525,000 70,000 455,000 6.9
--------- ------- ---------
Total .................................... 2,089,561 730,000 1,313,561
</TABLE>
- -----------------
* Less than 1%.
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(1) Includes options to purchase shares of Common Stock of the Company that
are exercisable within 60 days of January 1, 1997.
(2) Assumes that all Shares are sold by the Selling Stockholders.
(3) Based on 6,592,496 outstanding shares of Common Stock of the Company.
Options to purchase Common Stock that are exercisable within 60 days of
January 1, 1997 are deemed outstanding for computing the ownership of
each Selling Stockholder as a percentage of the total number of shares
outstanding, but are not deemed outstanding for computing the percentage
of any other person or group.
(4) The Selling Stockholder is a Director of the Company.
(5) Includes 4,400 shares subject to options which are currently exercisable
granted pursuant to the Company's Directors' Stock Option Plan (the
"Directors' Plan").
(6) Includes 6,766 shares owned by Mr. Colangelo's spouse and 16,236 shares
owned by the children of Mr. Colangelo. Mr. Colangelo disclaims beneficial
ownership of all such shares other than the Shares offered hereby.
(7) The Selling Stockholder owns the Shares offered hereby with his spouse as
joint tenants with rights of survivorship.
(8) Includes 2,400 shares subject to options which are currently exercisable
granted pursuant to the Directors' Plan.
(9) Mr. Dawson is Executive Vice President and Chief Lending Officer. Mr.
Henderson is Executive Vice President, Investment Management & Trust. Ms.
Houlihan is Senior Vice President, Director of Technology and Operations.
Ms. Morrissey is Director of Marketing Communications. Mr. Pressey is
Senior Vice President and Chief Financial Officer. Mr. Vaill is President,
Chief Executive Officer and Director.
(10) Includes 5,625 shares subject to options which are currently exercisable
granted to Mr. Dawson pursuant to the Company's Employee Incentive Stock
Option Plan (the "Employee Plan").
(11) Includes 3,400 shares subject to options which are currently exercisable
granted to Ms. Flather pursuant to the Directors' Plan.
(12) Includes 47,275 shares subject to options which are currently exercisable
granted to Mr. Henderson pursuant to the Employee Plan.
(13) Includes 23,000 shares owned by Ms. Hoffman's spouse. Ms. Hoffman
disclaims beneficial ownership of all such shares.
(14) Mr. Hoffman is the spouse of a Director of the Company. Includes 28,000
shares owned by Mr. Hoffman's spouse and 2,400 shares subject to options
which are currently exercisable granted to Mr. Hoffman's spouse pursuant
to the Directors' Plan. Mr. Hoffman disclaims beneficial ownership of all
such shares.
(15) Includes 7,300 shares subject to options which are currently exercisable
granted to Ms. Houlihan pursuant to the Employee Plan.
(16) Includes 1,250 shares subject to options which are currently exercisable
granted to Ms. Morrissey pursuant to the Employee Plan.
(17) Includes 6,250 shares subject to options which are currently exercisable
granted to Mr. Pressey pursuant to the Employee Plan.
(18) Includes 190,202 shares subject to options which are currently
exercisable granted to Mr. Vaill pursuant to the Employee Plan.
(19) Includes 3,000 shares owned by the children of Mr. Vaill. Mr. Vaill
disclaims beneficial ownership of all such shares.
(20) Wood Investment Partners is a Pennsylvania general investment partnership
of which the Company's Chairman Charles O. Wood, III is the managing
partner. Includes 5,000 shares subject to options which are currently
exercisable granted to Mr. Wood pursuant to the Directors' Plan.
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time to
time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made in transactions on the
Nasdaq SmallCap Market or otherwise at prices related to the then current market
price or in negotiated transactions. The Selling Stockholders may also make
private sales either directly or through a broker or brokers. The Shares may be
sold by one or more of the following methods: (a) purchases by the broker-dealer
as principal and resale by such broker or dealer for its account pursuant to
this Prospectus; (b) ordinary brokerage transactions and transactions in which
the broker solicits purchasers; and (c) block trades in which the broker-dealer
so engaged will attempt to sell the Shares as agent, but may position and resell
a portion of the block as principal to facilitate the transaction. The Company
has been advised by the Selling Stockholders that they have not, as of the date
hereof, made any arrangements relating to the distribution of the Shares covered
by this Prospectus. In effecting sales, broker-dealers engaged by the Selling
Stockholders may arrange for other broker-dealers to participate. Broker-dealers
will receive commissions or discounts from the Selling Stockholders in amounts
to be negotiated immediately prior to the sale.
In offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers who execute sales for the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and any profits realized by the
Selling Stockholders and the compensation of such broker-dealer may be deemed to
be underwriting discounts and commissions under the Securities Act.
The Company has agreed to indemnify each Selling Stockholder against any
liabilities, under the Securities Act or otherwise, arising out of or based upon
any untrue or alleged untrue statement of a material fact in the Registration
Statement or this Prospectus or by any omission of a material fact required to
be stated therein except to the extent that such liabilities arise out of or are
based upon any untrue or alleged untrue statement or omission in any information
furnished in writing to the Company by the Selling Stockholder expressly for use
in the Registration Statement.
8
<PAGE> 10
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby will be passed
upon for the Company by its counsel, Goodwin, Procter & Hoar LLP, Exchange
Place, 24th Floor, Boston, Massachusetts 02109-2881.
EXPERTS
The consolidated financial statements of Boston Private Bancorp, Inc. and
its subsidiaries included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1995 have been incorporated by reference herein and in
the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.
9
<PAGE> 11
================================================================================
No dealer, sales representative or any other person has been authorized to
give any information or to make any representations in connection with this
offering other than those contained in this Prospectus, and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company or any other person. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the shares of Common Stock to which it relates or an offer to, or a
solicitation of, any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company or that information
contained herein is correct as of any time subsequent to the date hereof.
---------------------------
TABLE OF CONTENTS
---------------------------
Page
----
Available Information............................ 2
Incorporation of Certain Documents by Reference.. 2
Risk Factors..................................... 3
The Company...................................... 5
Use of Proceeds.................................. 6
Registration Rights.............................. 6
Selling Stockholders............................. 7
Plan of Distribution............................. 8
Legal Matters.................................... 9
Experts.......................................... 9
---------------------------
================================================================================
================================================================================
730,000 SHARES
BOSTON PRIVATE
BANCORP, INC.
COMMON STOCK
-----------------------
Prospectus
-----------------------
February , 1997
================================================================================
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.(1)
<CAPTION>
The following are the estimated expenses of issuance and distribution of
the Shares registered hereunder on Form S-3:
<S> <C>
SEC Registration Fee ............................ $ 1,162
Nasdaq Listing Fee .............................. 7,300
Legal Fees and Expenses ......................... 5,000
Blue Sky Qualification Fees and Expenses......... 2,000
Miscellaneous ................................... 538
-------
Total ..................................... $16,000
<FN>
(1) The amounts set forth above, except for the SEC Registration Fee and the Nasdaq Listing Fee, are estimated.
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Massachusetts corporation. Reference is made to Chapter
156B, Section 13 of the Massachusetts Business Corporation Law (the "MBCL"),
which enables a corporation in its original articles of organization or an
amendment thereto to eliminate or limit the personal liability of a director for
monetary damages for violations of the director's fiduciary duty, except (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) pursuant to Sections
61 and 62 of the MBCL (providing for liability of directors for authorizing
illegal distributions and for making loans to directors, officers and certain
stockholders) or (iv) for any transaction from which a director derived an
improper personal benefit. The Company has adopted such provisions in its
Articles of Organization.
Reference also is made to Chapter 156B, Section 67 of the MBCL, which
provides that a corporation may indemnify directors, officers, employees and
other agents and persons who serve at its request as directors, officers,
employees or other agents of another organization or who serve at its request in
any capacity with respect to any employee benefit plan, to the extent specified
or authorized by the articles of organization, a by-law adopted by the
stockholders or a vote adopted by the holders of a majority of the shares of
stock entitled to vote on the election of directors. Such indemnification may
include payment by the corporation of expenses incurred in defending a civil or
criminal action or proceeding in advance of the final disposition of such action
or proceeding, upon receipt of an undertaking by the person indemnified to repay
such payment if he shall be adjudicated to be not entitled to indemnification
under Section 67, which undertaking may be accepted without reference to the
financial ability of such person to make repayment. Any such indemnification may
be provided although the person to be indemnified is no longer an officer,
director, employee or agent of the corporation or of such other organization or
no longer serves with respect to any such employee benefit plan. No
indemnification shall be provided, however, for any person with respect to any
matter as to which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interest of the corporation or to the extent that such matter relates to service
with respect to any employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The Company and its directors and officers currently carry liability
insurance.
II-1
<PAGE> 13
ITEM 16. EXHIBITS.
EXHIBIT
NO. DESCRIPTION
- --- -----------
5* Opinion of Goodwin, Procter & Hoar LLP
23.1* Consent of KPMG Peat Marwick LLP
23.2* Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5)
24* Power of Attorney (included on signature page)
99.1* Form of Stock Purchase Agreement dated as of December 9, 1996,
between the Company and the Selling Stockholders
- ------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes to:
1. File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) Include any additional or changed material information on
the plan of distribution.
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) herein do
not apply if the information required in a post-effective amendment is
incorporated by reference from periodic reports filed by the
undersigned Registrant under the Exchange Act.
2. For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
3. File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
B. The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, 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 Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore,
II-2
<PAGE> 14
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 director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, 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 the Securities Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boston, Commonwealth of Massachusetts, on February 7, 1997.
BOSTON PRIVATE BANCORP, INC.
By: /s/ Timothy L. Vaill
------------------------
Timothy L. Vaill
President, Chief Executive Officer and
Director
POWER OF ATTORNEY
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated. <CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Timothy L. Vaill President, Chief Executive February 7, 1997
- ------------------------------ Officer and Director
Timothy L. Vaill (Principal Executive Officer)
* Senior Vice President and February 7, 1997
- ------------------------------ Chief Financial Officer
Walter M. Pressey
* Director February 7, 1997
- ------------------------------
Herbert S. Alexander
Director
- ------------------------------
John M. Barry
* Director February 7, 1997
- ------------------------------
Peter C. Bennett
* Director February 7, 1997
- ------------------------------
Eugene S. Colangelo
</TABLE>
II-4
<PAGE> 16
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Director February 7, 1997
- ------------------------------
Michael M. Davis
* Director February 7, 1997
- ------------------------------
Kate S. Flather
* Director February 7, 1997
- ------------------------------
Lynn Thompson Hoffman
Director
- ------------------------------
Axel LeBlois
* Director February 7, 1997
- ------------------------------
E. Christopher Palmer
* Director February 7, 1997
- ------------------------------
Robert A. Radloff
Director
- ------------------------------
Eugene F. Rivers, 3rd
* Director February 7, 1997
- ------------------------------
Allen Sinai
* Director February 7, 1997
- ------------------------------
Charles O. Wood, III
*By: /s/ Timothy L. Vaill
--------------------------
Timothy L. Vaill
Attorney-in-Fact
</TABLE>
II-5
<PAGE> 17
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5* - Opinion of Goodwin, Procter & Hoar LLP
23.1* - Consent of KPMG Peat Marwick LLP
23.2* - Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5)
24* - Power of Attorney (included on signature page)
99.1* - Form of Stock Purchase Agreement dated as of December 9, 1996,
between the Company and the Selling Stockholders
- -------------
* Previously filed.
II-6
