<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
BOSTON PRIVATE BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
BOSTON PRIVATE BANCORP, INC.
(Name of Person(s) Filing Proxy Statement)
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
BOSTON PRIVATE BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 1998 AT 10:00 A.M.
Notice to: Stockholders of BOSTON PRIVATE BANCORP, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Boston Private Bancorp, Inc. (the "Company") will be held at 225
Franklin Street, 33rd Floor, Boston, Massachusetts, on Wednesday, April 22, 1998
at 10:00 a.m., for the following purposes:
1. To elect three (3) Class I Directors of the Company;
2. To adopt an amendment and restatement of the Boston Private
Bancorp, Inc. Directors' Stock Option Plan (the "Plan") to increase the
number of shares of Common Stock available under the Plan by such aggregate
number of shares of Common Stock as does not exceed one percent (1%) of the
total shares of outstanding Common Stock of the Company as of the last
business day of the preceding fiscal year, and related matters;
3. To adopt an amendment to the Company's Restated Articles of
Organization to change the name of the Company from Boston Private Bancorp,
Inc. to Boston Private Financial Holdings, Inc.;
4. To adopt an amendment to the Company's Restated Articles of
Organization to increase the authorized shares of Common Stock by
12,000,000 shares from 18,000,000 to 30,000,000 shares of Common Stock;
5. To consider and act upon any other matter which may properly come
before the Meeting or any adjournment or postponement thereof.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned, or to which the Meeting may be
postponed.
The Board of Directors has fixed the close of business on February 23,
1998, as the record date for determining the stockholders entitled to notice of
and to vote at the Meeting or any adjournment or postponement thereof.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED
TO COMPLETE AND SIGN THE ENCLOSED PROXY CARD, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS, AND TO MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE. ANY PROXY MAY BE
REVOKED BY DELIVERY OF A LATER DATED PROXY. STOCKHOLDERS OF RECORD WHO ATTEND
THE MEETING MAY VOTE IN PERSON BY NOTIFYING THE CLERK, EVEN IF THEY HAVE
PREVIOUSLY DELIVERED A PROXY.
By Order of the Board Of Directors
ANA E. STEELE
Clerk
Boston, Massachusetts
Dated: , 1998
<PAGE> 3
BOSTON PRIVATE BANCORP, INC.
TEN POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
---------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, APRIL 22, 1998
---------------------
GENERAL
This Proxy Statement (the "Proxy Statement") is furnished to the
stockholders of Boston Private Bancorp, Inc., a Massachusetts corporation (the
"Company"), in connection with the solicitation of proxies by the Board of
Directors of the Company (the "Board of Directors") from holders of the
outstanding shares of the Common Stock, par value $1.00 per share (the "Common
Stock"), of the Company for use at the Annual Meeting of Stockholders (the
"Meeting") of the Company to be held on April 22, 1998 at 10:00 a.m. Boston
time, at 225 Franklin Street, 33rd Floor, Boston, Massachusetts 02110 and at any
adjournment or postponement thereof, for the purposes set forth herein.
The Notice of Annual Meeting of Stockholders and the accompanying proxy are
first being sent to stockholders on or about , 1998.
The shares represented by the enclosed proxy will be voted as specified
therein if the proxy is properly executed and received prior to the Meeting and
not properly revoked. If a properly executed proxy is submitted and no
instructions are given, the proxy will be voted FOR the election of the nominees
to the Board of Directors, FOR approval of the amendment and restatement of the
Boston Private Bancorp, Inc. Directors' Stock Option Plan ("the Plan"), FOR
changing the name of the Company from Boston Private Bancorp, Inc. to Boston
Private Financial Holdings, Inc. and FOR increasing the aggregate number of
authorized shares of Common Stock from 18,000,000 to 30,000,000 shares of Common
Stock. In accordance with Securities and Exchange Commission (the "Commission")
rules, boxes and designated space are provided on the enclosed proxy card for
stockholders to mark if they wish (i) either to vote "for" or to "withhold
authority" to vote for one or more of the Company's nominees for directors, (ii)
either to vote "for" or "against" the proposed amendment and restatement of the
Plan or to "abstain" from voting to amend and restate the Plan, (iii) either to
vote "for" or "against" approval of changing the name of the Company or to
"abstain" from voting to change the name of the Company and (iv) either to vote
"for" or "against" approval of increasing the aggregate number of authorized
shares of Common Stock. It is not anticipated that any matters other than those
set forth in this Proxy Statement will be presented at the Meeting. If other
matters are presented, proxies will be voted in accordance with the discretion
of the proxy holders.
A stockholder of record may revoke a proxy by filing an instrument of
revocation with Boston Private Bancorp, Inc., Ten Post Office Square, Boston,
Massachusetts 02109, Attention: Clerk, by filing a duly executed proxy bearing a
later date or by appearing in person at the Meeting and withdrawing the proxy.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, HOLDERS OF COMMON STOCK ARE
REQUESTED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
VOTING AND QUORUM
The Board of Directors has fixed the close of business on February 23,
1998, as the record date (the "Record Date") for the determination of
stockholders entitled to notice of, and to vote at, the Meeting. At the Record
Date shares of Common Stock were outstanding and entitled to vote at the
Meeting and there were approximately stockholders of record.
<PAGE> 4
The holders of each share of Common Stock outstanding as of the close of
business on the Record Date shall be entitled to notice of, and to vote at, the
Meeting, or any adjournment or postponement thereof. Transferees after such date
will not be entitled to vote at the Meeting. Each holder of Common Stock is
entitled to one vote for each share held of record for each matter properly
submitted at the Meeting. The presence, in person or by proxy, of at least a
majority of the total number of outstanding shares of Common Stock is necessary
to constitute a quorum for the transaction of business at the Meeting.
Abstentions, votes withheld for director nominees and "broker non-votes" (that
is, shares represented at the meeting which are held by a broker or nominee and
as to which (i) instructions have not been received from the beneficial owner or
the person entitled to vote and (ii) the broker or nominee does not have
discretionary voting power) shall be treated as shares that are present and
entitled to vote with respect to such matters for purposes of determining
whether a quorum is present. With respect to the election of directors, such
election shall be determined by a plurality of votes cast by stockholders and
thus shares represented by a proxy that withholds authority to vote for a
particular nominee or nominees and broker non-votes will have no effect on the
outcome of voting for the election of directors. With respect to the proposal to
amend and restate the Plan, the affirmative vote of a majority of the shares of
Common Stock present or represented and entitled to vote at the Meeting is
required to approve the amended and restated Plan, and thus abstentions will
have the effect of a vote against the proposal while a broker non-vote will have
no effect on the outcome. With respect to the proposals to amend the Restated
Articles of Organization to change the name of the Company and to increase the
aggregate number of authorized shares of Common Stock, the affirmative vote of a
majority of the shares of Common Stock present or represented at the Meeting is
required to approve the amendments to the Restated Articles of Organization and
thus abstentions and broker non-votes will have the effect of a vote against
approval of the amendments to the Restated Articles of Organization.
ANNUAL REPORT
All holders of record are being sent herewith a copy of the Company's 1997
Annual Report, which contains audited financial statements of the Company for
the fiscal years ended December 31, 1997, 1996 and 1995, and a copy of the
Company's Annual Report on Form 10-KSB for the fiscal year ended December 31,
1997, as filed with the Commission on , 1998. These reports,
however, are not part of the proxy soliciting material.
PROPOSAL 1.
ELECTION OF DIRECTORS
On October 31, 1997, the Company entered into an Agreement and Plan of
Merger with Westfield Capital Management, Inc. ("Westfield Capital").
Concurrently, the Board of Directors approved a reorganization of the Board of
Directors. Peter C. Bennett, Kate S. Flather, Kathleen M. Graveline and Eugene
F. Rivers, 3rd, have resigned in good standing as members of the Board of
Directors and will continue service as members of the Board of Directors of
Boston Private Bank & Trust Company (the "Bank"). Axel J. Leblois has resigned
in good standing as a member of the Board of Directors and will continue service
as a member of the Company's Advisory Board. John S. Barry and Michael M. Davis,
Esq. will not stand for re-election.
The Board of Directors of the Company will consist of ten members divided
into three classes, with each class elected for a three year term. One class of
directors is elected by the Company's stockholders at each annual meeting. At
the Meeting, three (3) Class I Directors will be elected to serve until the 2001
annual meeting and until their successors are duly elected and qualified, or
until their earlier death, resignation or removal. The Board of Directors has
nominated Eugene S. Colangelo, Allen Sinai and Timothy L. Vaill for re-election
as Class I Directors. Each nominee has agreed to continue to serve as a
director, if re-elected. If any nominee shall become unavailable for any reason,
all proxies will be voted for the election of such other person as the Board of
Directors may recommend.
Unless otherwise instructed, the persons named in the proxy will vote the
shares to which the proxy relates FOR the election of the nominees to the Board
of Directors.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE RE-ELECTION
OF THE THREE NOMINEES OF THE BOARD OF DIRECTORS AS CLASS I DIRECTORS OF THE
COMPANY.
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<PAGE> 5
INFORMATION REGARDING DIRECTORS
INCUMBENT DIRECTORS
The following table sets forth certain information regarding the directors
of the Company, including the nominees for re-election at the Meeting as Class I
Directors, based on information furnished by them to the Company:
<TABLE>
<CAPTION>
DIRECTOR
AGE SINCE
--- --------
<S> <C> <C> <C>
CLASS I -- TERM EXPIRES 1998
Eugene S. Colangelo(1)............................. Westborough, MA 50 1987
Allen Sinai(1)..................................... Boston, MA 59 1995
Timothy L. Vaill(1)................................ Andover, MA 56 1993
CLASS II -- TERM EXPIRES 1999
Arthur J. Bauernfeind(2)........................... Boston, MA 60 1997
J. Michael Hazard(3)............................... Boston, MA 66 1997
E. Christopher Palmer.............................. Weston, MA 56 1986
Robert A. Radloff.................................. Boston, MA 50 1993
CLASS III -- TERM EXPIRES 2000
Herbert S. Alexander............................... Westborough, MA 56 1991
Lynn Thompson Hoffman.............................. Brookline, MA 49 1994
Charles O. Wood, III............................... Chambersburg, PA 59 1989
</TABLE>
- ---------------
(1) Nominee for re-election.
(2) The Board of Directors elected Mr. Bauernfeind as a Class II director of the
Company for a term commencing October 30, 1997, and expiring in 1999.
(3) The Board of Directors elected Mr. Hazard to serve as a Class II director of
the Company for a term commencing October 30, 1997, and expiring in 1999.
The principal occupation and business experience during the last five (5)
years of each director is set forth below:
Herbert S. Alexander. Mr. Alexander is founder and managing partner of
Alexander, Aronson, Finning & Co., P.C., a firm of certified public accountants
established in 1973. He serves on the Boards of the Massachusetts Easter Seal
Society, the Alumni Board of Boston University School of Management, and the
Board of Directors of the Massachusetts Society of Certified Public Accountants.
Additionally, he is a member of the Advisory Council of the Northeastern
University Graduate School of Professional Accounting.
Arthur J. Bauernfeind. Mr. Bauernfeind has been President and Chief
Operating Officer of Westfield Capital since he joined the firm in 1990. He is
an Investment Strategist and Portfolio Manager with direct responsibility
covering transportation, banking and finance, economics and fixed income
markets. Mr. Bauernfeind is a former President and currently First Vice
President of Healthcare Analysts of Boston, a Trustee of Murray State
University, Vice President of the Boston Economic Club and a member of the
Boston Security Analysts Society.
Eugene S. Colangelo. Mr. Colangelo is currently Chairman of the Board of
Julio Enterprises and has served as such since the early 1980s. Julio
Enterprises, a conglomerate headquartered in Westborough, Massachusetts,
operates numerous businesses including supermarkets, a newspaper, retail liquor
stores and a commercial and residential real estate business. Mr. Colangelo is
an elected member of the Star Market Wholesale Advisory Group, and he also
serves on the Board of Directors of Morgan Memorial Goodwill Industries in
Boston, Massachusetts. Mr. Colangelo serves as Chairman of the Board of
Directors of the Bank.
C. Michael Hazard. Mr. Hazard has been Chairman, Chief Executive Officer
and Chief Investment Officer of Westfield Capital since the firm was founded in
1989. He is a Portfolio Manager primarily covering
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<PAGE> 6
healthcare services and investment policy. Mr. Hazard is Chairman of the
Investment Committee of South County Hospital in Wakefield, Rhode Island, and a
member of the Board of Directors of Neoprose Corporation in Columbus, Ohio.
Lynn Thompson Hoffman. Ms. Hoffman is a private investor. An attorney, Ms.
Hoffman began her career in investment banking as Vice President of Blyth
Eastman Paine Webber and subsequently joined Houghton Mifflin Company as Vice
President of Trade Publishing. Presently, as a private investor, Ms. Hoffman is
CEO of private real estate development and management companies and acts as
General Partner of various investment partnerships specializing in real estate.
Ms. Hoffman has served as Director of First Mutual Bank and the American
Association of Publishers and as Overseer of the New England Conservatory,
Harvard Community Health Plan, and Babson College. Active in the charitable
sector for twenty-five years, Ms. Hoffman is Chairman of the Finance and
Investment Committee of the Massachusetts Society for the Prevention of Cruelty
to Children, past President of the Shirley Eustis House Association, Founder of
the Endowment for Children in Crisis, and Trustee of the Children's Advocacy
Center of Suffolk County.
E. Christopher Palmer. Mr. Palmer is a Certified Public Accountant and
founder and principal of E. Christopher Palmer, CPA, a tax and financial
advisory firm providing professional services to high net worth families. Prior
to establishing his own firm in 1977, Mr. Palmer was a partner in the firm of
Peat, Marwick Mitchell & Co. Mr. Palmer currently serves as Director and
Chairman of the Audit Committee of Boston Life Sciences, Inc., a Director of
Coastal International, Inc. and a Trustee of two private foundations.
Robert A. Radloff. Mr. Radloff is a private investor who resides in
Boston, Massachusetts. From 1976 until 1991 Mr. Radloff was a senior executive
of The Boston Company Real Estate Counsel, Inc., an investment advisory firm and
wholly owned subsidiary of The Boston Company, Inc. He serves on the Board of
Directors of each of the Massachusetts Cultural Council, First Night, Inc., and
Friends of Vieilles Maisons Francaises, Inc. Additionally, he is a Trustee of
the Isabella Stewart Gardner Museum, an Overseer of WGBH Educational Foundation
as well as Children's Hospital, and he is a Member of the American Society of
Real Estate Counselors.
Dr. Allen Sinai. Dr. Sinai is President, CEO and Chief Global Economist,
Primark Decision Economics, Inc. (PDE) and Chief Global Economist and Vice
Chairman, WEFA Holdings, Inc. Dr. Sinai is responsible for the PDE and WEFA
forecasts and analyses of the U.S. and world economics and financial markets and
translating this information for senior level decisionmakers in financial
institutions, corporations and government. Previously, Dr. Sinai served for over
13 years at Lehman Brothers, where he was Managing Director and Chief Global
Economist, and the Director of Lehman Brothers Global Economics. Dr. Sinai has
taught at numerous universities, including Brandeis, Massachusetts Institute of
Technology, Boston University and the University of Illinois Chicago. He is a
past President and Fellow of the Eastern Economic Association and has been a
Member of the Executive Committee, Western Economic Association. He is a member
of and contributor to the National Bureau of Economic Research-National Science
Foundation Model Comparison Seminar. Additionally, he has been Chairman of The
Committee on Developing American Capitalism (CODAC), is a member of the Time
Magazine Board of Economists and a member of the Advisory Board of Granum Value
Fund.
Timothy L. Vaill. Mr. Vaill is President and Chief Executive Officer of
the Company, which he joined on January 1, 1993. Prior to joining Boston Private
Bancorp, Mr. Vaill was Chief Administrative Officer for The Boston Company, and
President of its principal subsidiary, Boston Safe Deposit & Trust Company,
serving as a director of both companies. He was with The Boston Company in
various executive capacities for 18 years, and among other assignments, directed
all of its international operations. Mr. Vaill left that company prior to its
merger with Mellon Bank Corporation, and in 1992, he created Fidelity Personal
Trust Services, a new business operation for Fidelity Investments in Boston. Mr.
Vaill serves on the Board of Directors of The Schreiber Corporation and is an
Advisory Board member for the Krisam Group. He also serves as a Director for the
Junior Achievement Foundation in New York, the Boston Ten Point Coalition, the
New England Aquarium, and the USS Constitution Museum. He is the Chairman of the
Board of Trustees at Bay State College in Boston, is an Overseer of the New
England Medical Center, and is on the Board of the Squam
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<PAGE> 7
Lakes Conservation Society. Formerly, Mr. Vaill was a Trustee of The Hyams
Foundation, and served for 17 years as a Director of The Massachusetts Society
for the Prevention of Cruelty to Children, where he received its Annual
Leadership Award.
Charles O. Wood, III. Mr. Wood joined the Board of Directors in June 1989
and was elected Chairman of the Board on December 18, 1991. Until his
resignation in June 1988, Mr. Wood was a member of the Board of Directors of
Valley Bank & Trust Company in Chambersburg, Pennsylvania and of its holding
company. Mr. Wood is presently trustee of the Henry Francis du Pont Winterthur
Museum, the Isabella Stewart Gardner Museum and Bank of Boston Celebrity Series.
He is a Director of JLG Industries, a public company engaged in the
manufacturing and marketing of aerial lift platforms located in McConnellsburg,
Pennsylvania. A venture capital investor, Mr. Wood also serves on the boards of
directors of several early-stage businesses. Mr. Wood served as Chairman of the
Board of Boston Private Bank & Trust Company from December 1991 until December
1997, when he was succeeded by Eugene S. Colangelo.
BOARD OF DIRECTORS MEETINGS
The Board of Directors held thirteen (13) meetings during 1997. All
incumbent directors attended at least 75% of the aggregate number of meetings of
the Board of Directors and the committees of which he or she was a member in
1997.
COMMITTEES OF THE BOARD OF DIRECTORS
Directors of the Company are elected in accordance with the By-laws, which
provide that directors may be nominated (i) by a majority of the Board of
Directors or (ii) by any holder of record of any shares of the capital stock of
the Company entitled to vote at the Annual Meeting of Stockholders. Any
stockholder who seeks to make such a nomination must be present in person at
such Annual Meeting and must comply with the notice provisions set forth below
under "STOCKHOLDER PROPOSALS".
The standing committees of the Board of Directors consist of the Audit
Committee, the Compensation Committee and the Governance Committee. Membership
of the Committees is comprised of directors of the Company and ex officio
members who are currently directors of the Bank.
The Audit Committee arranges for suitable audits of the financial and
business affairs of the Company and its subsidiaries, reviews the results of
such examinations and reports its findings to the Board of Directors at least
twice annually. The present members of this committee are Herbert S. Alexander,
Chairman, Kathleen M. Graveline and Allen Sinai. The Audit committee held four
(4) meetings during 1997.
The Compensation Committee provides guidance to management and the Board of
Directors on matters of executive compensation and related benefits, and makes
recommendations to the Board of Directors where necessary on all compensation
and benefits programs of the Company. The present members of this committee are
Peter C. Bennett, Chairman, Herbert S. Alexander, Allen Sinai, Vice Chairman,
and Charles O. Wood, III. The Compensation Committee held eight (8) meetings
during 1997.
The Governance Committee assists the Board of Directors by recommending the
slate of candidates to be proposed for election and by recommending the members
and the Chairpersons of the Committees of the Board of Directors. In addition,
the Governance Committee considers candidates for directorship, provides for the
orientation and integration of new members of the Board of Directors and
develops procedures for appraising the performance of the Board of Directors and
each member thereof. The present members of this committee are Lynn Thompson
Hoffman, Chair, E. Christopher Palmer, Kate S. Flather, Vice Chair, and Charles
O. Wood, III. The Governance Committee held eleven (11) meetings during 1997.
COMPENSATION OF DIRECTORS
Effective May 1, 1998, directors of the Company and its subsidiaries, who
are not full-time employees of the Company or any of its subsidiaries, receive
compensation as follows: the Chairman of the Board of Directors receives an
annual retainer fee of $6,000; Chairman of the Executive Committee receives an
annual retainer fee of $4,000; Committee Chairs receive an annual retainer fee
of $3,000; and each other director
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<PAGE> 8
receives an annual retainer fee of $2,000. Any outside director serving
simultaneously as a member of the Board of Directors of the Company and the
Board of Directors of a subsidiary will receive only one retainer fee for each
twelve (12) month period that is served. In addition, non-employee directors
receive $300 per Board of Directors and committee meeting attended.
Directors are also eligible to receive options to purchase Common Stock
under the Plan. On May 1, 1998, and annually thereafter on or about May 1, each
non-employee director automatically will be granted 3,000 options to purchase
Common Stock, pursuant to the terms and conditions of the Plan.
THE PLAN
The Plan became effective on March 31, 1993, with 90,000 shares of the
Common Stock reserved for issuance thereunder. In 1995, the Plan was amended to
provide for an additional 110,000 shares of Common Stock to be reserved for
issuance thereunder. On January 28, 1998, the Board of Directors voted to amend
and restate the Plan (subject to approval of Proposal 2), to reserve for
issuance thereunder such aggregate number of shares of Common Stock as does not
exceed one percent (1%) of the total shares of outstanding Common Stock of the
Company as of the last business day of the preceding fiscal year. Pursuant to
the terms of the Plan, the exercise price of an option may not be less than 100%
of the fair market value of the Common Stock at the time the option is granted.
All options granted under the Plan shall be Non-Qualified Stock Options not
entitled to special tax treatment under Section 422 of the Internal Revenue Code
of 1986, as amended. Generally, stock options granted under the Plan will be
exercisable not earlier than one year and not later than ten years after the
date they are granted.
INFORMATION REGARDING EXECUTIVE OFFICERS
The following table lists the name, age and position of each executive
officer of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------- ---- ----------------------------------------------------
<S> <C> <C>
Arthur J. Bauernfeind.... 60 President and Chief Operating Officer, Westfield
Capital
Carey H. Davis........... 40 Senior Vice President and Director of Marketing
Communications
James D. Dawson.......... 45 Executive Vice President and Chief Lending Officer
C. Michael Hazard........ 66 Chairman and Chief Executive Officer, Westfield
Capital
James D. Henderson....... 57 Executive Vice President, Investment Management &
Trust
Barbara M. Houlihan...... 42 Senior Vice President and Director of Technology &
Operations
Amy E. Hunter............ 38 Executive Vice President, Residential Mortgage
Lending
Walter M. Pressey........ 53 Senior Vice President and Chief Financial Officer
Mark D. Thompson......... 41 Executive Vice President and Treasurer
Timothy L. Vaill......... 56 President, Chief Executive Officer and Director
</TABLE>
The principal occupation and business experience during the last five years
(5) of each of the executive officers (other than executive officers who are
also directors) of the Company is as follows:
Carey H. Davis. Ms. Davis joined the Company in 1996 as Senior Vice
President and Director of Marketing Communications. Beginning in 1993, Ms. Davis
worked with the Company as a consultant and provided marketing communication
services. Previously, Ms. Davis was Vice President and Director of Advertising
and External Affairs at The Boston Company.
James D. Dawson. Mr. Dawson joined the Company in 1996 as Executive Vice
President and Chief Lending Officer, with responsibility for the Commercial
Banking business. Previously, Mr. Dawson was a Senior Vice President and Chief
Lending Officer at Andover Bank, after spending 10 years as a senior officer at
Shawmut Bank.
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<PAGE> 9
James D. Henderson. Mr. Henderson joined the Company in 1994 as Executive
Vice President, with responsibility for the Bank's Investment Management and
Trust business. From the early 1980's until joining the Company, Mr. Henderson
was Managing Director of Freedom Capital Management Corporation.
Barbara M. Houlihan. Ms. Houlihan joined the Company in 1994 as Director
of Technology Planning and in 1996 was named Senior Vice President with
responsibility for Technology and Operations. During the previous ten years, Ms.
Houlihan served as Vice President, Client Trust Services at Fidelity
Investments, Inc., and she served as a senior officer at State Street Bank and
Trust Company.
Amy E. Hunter. Ms. Hunter has been with the Company since its inception in
1987. She is an Executive Vice President with responsibility for the Bank's
residential mortgage lending business. Prior to joining the Company, Ms. Hunter
was a mortgage originator at Boston Safe Deposit & Trust Company.
Walter M. Pressey. Mr. Pressey joined the Company in 1996 as Senior Vice
President and Chief Financial Officer responsible for the overall management of
the finance functions. Previously, Mr. Pressey was employed for more than twenty
years at The Boston Company as a Senior Vice President.
Mark D. Thompson. Mr. Thompson joined the Company in 1994 as Executive
Vice President and Treasurer with responsibility for the Bank's Deposit
Management & Treasury business. From 1987 until 1994, Mr. Thompson was a senior
officer of Wainwright Bank and Trust Company of which he was a founder.
Pursuant to the By-laws, the President, Treasurer and Clerk of the Company
hold office until the first meeting of the directors following the next annual
meeting of stockholders, or any special meeting held in lieu thereof. Other
officers shall hold office for such term, unless a shorter term is specified in
the vote electing or appointing them.
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation. The following table sets forth information
concerning the compensation earned during each of three (3) fiscal years ended
December 31, 1997, 1996 and 1995, respectively, paid to the Company's Chief
Executive Officer and the four other most highly compensated executive officers
of the Company. No officer earned in excess of $1,000,000 for the periods
indicated.
<TABLE>
<CAPTION>
LONG-TERM LONG-TERM
COMPENSATION COMPENSATION
AWARDS AWARDS
OTHER RESTRICTED SECURITIES
NAME AND PRINCIPAL ANNUAL STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS($) OPTIONS(#) COMPENSATION($)
(A) (B) (C) (D)(1) (E) (F) (G) (I)
- -------------------------- ----- --------- -------- -------------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Timothy L. Vaill.......... 1997 227,125 205,750 (2) -- 189 35,750 4,749(3)
President and CEO 1996 215,000 166,000 (2) -- -- 25,000 4,500(3)
1995 195,000 75,550 (2) -- -- 20,400 2,925(3)
Arthur J. Bauernfeind..... 1997 266,839(4)(5) 412,945 (2) -- 100 -- 2,914(6)
President, Chief Operating
Officer Westfield Capital
James D. Henderson........ 1997 190,269 60,500 (2) 158,735(7) 13,314 10,500 4,749(3)
Executive Vice President 1996 175,000 25,750 (2) 88,129(7) -- 7,500 4,500(3)
1995 150,000 20,400 (2) 55,000(7) -- 7,800 4,500(3)
C. Michael Hazard......... 1997 321,617(8)(9) 750 (2) -- 100 -- 13,731(10)
Chairman, Chief Executive
Officer Westfield Capital
Mark D. Thompson.......... 1997 136,581 35,500 (2) 37,068(7) 13,314 10,500 4,749(3)
Executive Vice President 1996 130,000 25,750 (2) 46,702(7) 11) -- 7,500 4,500(3)
and Treasurer 1995 120,000 20,400 (2) 35,140(7) -- 7,800 2,700(3)
</TABLE>
- ---------------
(1) Represents bonus compensation earned in 1995, 1996 and 1997 and paid in
January 1996, 1997 and 1998, respectively.
7
<PAGE> 10
(2) Includes Company-wide Longevity Bonus Awards in 1995, 1996 and 1997
respectively of $400, $750 and $500 to Messrs. Henderson and Thompson,
$550, $1,000 and $750 to Mr. Vaill, and $750 to Messrs. Bauernfeind and
Hazard paid in 1997.
(3) Represents contributions made to the executive by the Company under its
401(k) plan.
(4) Does not include S-Corp distribution to Mr. Bauernfeind, a principal
stockholder of Westfield Capital, as a result of the October 31, 1997,
merger of Westfield Capital.
(5) Includes $58,373 for compensation paid by the Company and $209,216 paid by
Westfield Capital prior to the merger on October 31, 1997. Under Mr.
Bauernfeind's Employment Agreement with the Company, Mr. Bauernfeind is
paid a base salary of $350,236 per annum, and he is eligible for a
performance-based bonus. See "Agreements with Executive Officers."
(6) Represents reimbursement for medical insurance premiums.
(7) Represents payment pursuant to an individual incentive program developed
for the executive based upon the achievement of certain enumerated goals.
(8) Does not include S-Corp distribution to Mr. Hazard, the principal
stockholder of Westfield Capital, as a result of the October 31, 1997,
merger of Westfield Capital.
(9) Includes $71,840 for compensation paid by the Company and $250,527 paid by
Westfield Capital prior to the merger on October 31, 1997. Under Mr.
Hazard's Employment Agreement with the Company, Mr. Hazard is paid a base
salary of $431,037 per annum, and he is eligible for a performance-based
bonus. See "Agreements with Executive Officers."
(10) Represents reimbursements of $6,315 for medical insurance premiums, $4,816
for automobile expense, $2,600 for parking expense.
(11) Includes $5,750 awarded to Mr. Thompson under a Bank-wide Cross-selling
Sales Incentive program.
Option Grants. The following table sets forth information concerning the
individual grants of options to purchase Common Stock to the named executive
officers during the fiscal year ended December 31, 1997.
<TABLE>
<CAPTION>
PERCENT OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING OPTIONS EMPLOYEES IN OR BASE
NAME GRANTED(#) FISCAL YEAR PRICE ($/SH) EXPIRATION DATE
- --------------------------------- ------------------ ------------ ------------- ---------------
(A) (B) (C) (D) (E)
<S> <C> <C> <C> <C>
Timothy L. Vaill................. 35,000(1) 14.72 5.25 1/02/07
750(2) 8.44 10/15/07
Arthur J. Bauernfeind............ 750(2) .31 8.44 10/15/07
C. Michael Hazard................ 750(2) .31 8.44 10/15/07
James D. Henderson............... 10,000(1) 4.32 5.25 1/02/07
500(2) 8.44 10/15/07
Mark D. Thompson................. 10,000(1) 4.32 5.25 1/02/07
500(2) 8.44 10/15/07
</TABLE>
- ---------------
(1) These options vest annually in equal installments over the three year period
ending January 2, 2000.
(2) These options vest on December 1, 1998.
8
<PAGE> 11
Option Exercises and Holdings. The following table sets forth information
concerning each exercise of options to purchase Common Stock during the fiscal
year ended December 31, 1997 by each of the named executive officers and the
fiscal year-end number and value of unexercised options to purchase Common
Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS AT FISCAL OPTIONS AT FISCAL
ON VALUE YEAR END(#) YEAR END($)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- --------------------------- ------------ ------------ ------------------------- ----------------------------
(A) (B) (C) (D) (E)
<S> <C> <C> <C> <C>
Timothy L. Vaill........... 25,000 138,875 172,702/44,500 $940,481/151,188
Arthur J. Bauernfeind...... -- -- 0/ 750 $ 0/ 0
C. Michael Hazard.......... -- -- 0/ 750 $ 0/ 0
James D. Henderson......... -- -- 47,275/13,625 $235,010/ 46,294
Mark D. Thompson........... -- -- 32,275/13,625 $157,460/ 46,294
</TABLE>
- ---------------
(1) Based on the closing bid price of $7.92 on the NASDAQ SmallCap Market on
December 31, 1997 less the exercise price of the option award. Unless
exercised, options expire ten years from the date granted.
STATEMENT OF COMPENSATION PHILOSOPHY
Compensation Strategy. The Board of Directors and the Compensation
Committee compensate members of senior management for their contributions to the
Company over both the short and the long-term, and to incent them in such a way
as to maximize their performance. Executive compensation is designed to create a
performance-oriented environment that differentiates awards based on
performance, aligns the interests of senior management with those of the
shareholders, attracts and retains key executives critical to the long-term
success of the Company and provides compensation opportunities which are fully
competitive with those offered in the marketplace. The Compensation Committee
reviews compensation studies to determine the competitiveness of its executive
compensation program. The relevant market used for compensation analysis
includes regional banks of comparable size with similar business mix, private
banking organizations within larger banks, and investment management and
advisory firms. When compared to the mid range of the relevant market, base
salaries are targeted to be at or somewhat below the market while
performance-based compensation, which includes both short-term and long-term
incentives, are targeted to be at or above the market.
Base Salaries. The purpose of base salary is to attract and retain key
executives who are critical to the Company's long-term success by providing a
basic level of income comparable to that of executives in similar positions as
well as taking into account the individual's performance and experience. Normal
cost of living and appropriate merit adjustments will be made periodically.
Short-Term Incentives. The purpose of the Company's short-term incentive
plans is to motivate and reward executives for the achievement of earnings,
sales and growth targets as well as strategic initiatives in a given year in
support of a 'pay for performance' philosophy. Under this philosophy, the
Compensation Committee awards incentive payments in its discretion based on
results in three basic performance areas: overall company success, business line
sales growth and contribution to overall profitability and individual
performance. Performance is measured primarily on results achieved against
internal and external goals, taking into account key indicators and performance
measures as determined by the Compensation Committee each year.
Long-Term Stock Incentives. The purpose of the Company's stock incentive
plan is to provide executives opportunities to acquire an ownership interest in
the Company. The Compensation Committee
9
<PAGE> 12
believes that ownership of Company Common Stock will provide an incentive to
achieve increases in shareholder value over the long-term and will assure a
closer identification of senior management with the Company's shareholders by
providing them with a more direct stake in the Company's economic success and by
aligning the interests of senior management with those of the Company's
stockholders.
AGREEMENTS WITH EXECUTIVE OFFICERS
The Company entered into an Executive Employment Agreement effective
January 1, 1996 (the "Employment Agreement") to extend, amend and restate the
terms of Mr. Vaill's existing employment agreement, which expired in accordance
with its terms on December 31, 1995. The Employment Agreement provides for a
three-year term which expires December 31, 1998, a term which is extended by one
year each December 31st, beginning in 1996, unless the Company provides thirty
days' prior written notice to the contrary to Mr. Vaill. Notwithstanding the
foregoing, the Company may terminate the Employment Agreement for cause (as
defined in the Employment Agreement). If the Company terminates the Employment
Agreement without cause, Mr. Vaill will be entitled to receive, among other
things, his base salary for the remainder of the term plus a pro-rata bonus for
the year in which the termination occurs. If Mr. Vaill terminates his employment
for good reason (as defined in the Employment Agreement) within three years
following a change in control (as defined in the Employment Agreement and
described below), Mr. Vaill will be entitled to receive a payment equal to 2.99
times his average annual compensation for the five years preceding the change in
control, provided that the Company will not be required to make any payment to
the extent such payment would constitute a "parachute payment" within the
meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended
(a "Parachute Payment"). The Employment Agreement also provides (i) that upon
any voluntary termination by Mr. Vaill of his employment (other than with good
reason), he shall not be employed by any significant competitor of the Company
(as defined in the Employment Agreement) for two years following such
termination and (ii) that Mr. Vaill shall not disclose any confidential
information obtained by him during his employment. Mr. Vaill is also eligible to
receive stock options under the 1997 Incentive Stock Option Plan and certain
incentive payments directly tied to the profit performance of the Company.
The Company entered into Employment Agreements effective October 31, 1997,
(the "Westfield Employment Agreements") with Messrs. Bauernfeind and Hazard. Mr.
Bauernfeind's Employment Agreement provides for a five-year initial term
expiring on October 31, 2002, and Mr. Hazard's Employment Agreement provides for
a four-year initial term expiring on October 31, 2001. The terms of the
Westfield Employment Agreements, respectively, may be extended upon mutual
agreement of the parties thereto. As employees of the Company, Mr. Bauernfeind
will receive an annual base salary of $350,236, and Mr. Hazard will receive an
annual base salary of $431,037. Commencing with fiscal year ending December 3l,
1998, Messrs. Bauernfeind and Hazard are eligible for an annual performance fee
share bonus representing the employee's allocation of the annual limited
partnership bonus pool of Westfield Capital for the fiscal year just ended. The
limited partnership bonus pool shall be determined, and each of Messrs.
Bauernfeind's and Hazard's allocation of such bonus pool for any year shall be a
percentage determined in respect of such year by the Westfield Capital Chief
Executive Officer and approved by Westfield Capital Board of Directors. Each of
Messrs. Bauernfeind and Hazard may be terminated for Cause (as defined in the
applicable Westfield Employment Agreement) upon written notice. If the Company
terminates either of Messrs. Bauernfeind or Hazard Without Cause (as defined in
the applicable Westfield Employment Agreement), then each of Messrs. Bauernfeind
and Hazard will be entitled to receive, among other things, his base salary for
the remainder of the term plus a pro-rated bonus for the year in which the
termination occurs. If each of Messrs. Bauernfeind and Hazard terminates his
employment for Good Reason (as defined in the applicable Westfield Employment
Agreement) occasioned by certain events, then each of Messrs. Bauernfeind and
Hazard will be entitled to receive his base salary for the shorter of (x) the
remainder of the term or (y) the remainder of the term less two years. In
addition, each of the Westfield Employment Agreements provides that Mr.
Bauernfeind and Mr. Hazard, respectively, (i) shall not disclose any
confidential information obtained by them during their employment, (ii) shall
not engage in any employment competitive with Westfield Capital during the term
of the Westfield Employment Agreement and (iii) shall not solicit
10
<PAGE> 13
customers or employees of Westfield Captial for the latter of the term of five
years following termination of employment or the end of the term.
The Company entered into Change in Control Protection Agreements effective
March 19, 1997 (the "Change in Control Agreements") with Messrs. Henderson and
Thompson and certain other officers (each an "Executive" and collectively, the
"Executives"). The Change in Control Agreements provide for certain payments and
other benefits upon the occurrence of a change in control (as defined below) and
termination by the Company of an Executive without cause (as defined in the
Change in Control Agreements) or by the Executive for good reason (as defined in
the Change in Control Agreements) at any time during the three years after a
change in control (as defined below). Upon the occurrence of such events, (i)
the Executives will receive a payment equal to 2 to 2.5 times his or her average
annual compensation for the five most recent taxable years preceding the change
in control; (ii) outstanding unvested stock options and restricted stock awards
held by the Executives shall become immediately exercisable or otherwise vested
and (iii) the Executives will be eligible to receive a pro-rata bonus for the
year in which the termination occurs. Notwithstanding the foregoing, the Company
will not be required to make any payment to the extent such payment would
constitute a Parachute Payment.
For purposes of the Change in Control Agreements a "change in control"
generally means the occurrence of any of the following events: (i) any person
(as such term is defined in Section 13(d) of the Securities Exchange Act of 1934
(the "1934 Act")), becomes a beneficial owner (as such term is defined in Rule
13d-3 under the 1934 Act) of at least 25% or more of the voting stock of the
Company; (ii) the majority of the Board of Directors of the Company consists of
individuals other than Incumbent Directors (as defined in the Change in Control
Agreements); or (iii) the stockholders of the Company approve (a) any
consolidation or merger of the Company (as defined in the Change in Control
Agreements), (b) any sale, lease, exchange or other transfer of all or
substantially all of the assets of the Company or (c) any plan of liquidation of
the Company.
11
<PAGE> 14
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of February 19, 1998
regarding (i) the security holdings of each person, including any group of
persons, known by the Company to be the beneficial owner of five percent (5%) or
more of the outstanding Common Stock, (ii) the ownership interest in the Common
Stock of each director of the Company and each named executive officer of the
Company in the Common Stock and (iii) the ownership interest of all directors
and executive officers of the Company, as a group. Except as indicated in the
notes following the table below, each person or group has sole voting and
investment power with respect to all shares of Common Stock listed.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNER CLASS(1)
- ------------------------------------------------------------ ----------------- ----------
<S> <C> <C>
OWNERSHIP OF 5% OR MORE
C. Michael Hazard........................................... 1,871,426 16.61%
23 Marlborough Street
Boston, MA 02111
Arthur J. Bauernfeind....................................... 912,037 8.10%
29 Rowes Wharf PH-7
Boston, MA 02110
Michael J. Chapman.......................................... 642,388(2) 5.70%
59 Walnut Street
Wenham, MA 01984
OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
Herbert S. Alexander...................................... 33,580(3) *
Arthur J. Bauernfeind..................................... 912,037 8.10%
Eugene S. Colangelo....................................... 89,299(4)(5) *
C. Michael Hazard......................................... 1,871,426 16.61%
Lynn Thompson Hoffman..................................... 55,800(6)(7) *
E. Christopher Palmer..................................... 32,800(3) *
Robert A. Radloff......................................... 46,800(3) *
Allen Sinai............................................... 29,300(7) *
Charles O. Wood, III...................................... 528,000(8) 4.69%
Timothy L. Vaill.......................................... 281,222(9)(10) 2.50%
Carey H. Davis............................................ 6,000(11) *
James D. Dawson........................................... 18,500(12) *
James D. Henderson........................................ 58,525(13) *
Barbara M. Houlihan....................................... 13,275(14) *
Amy E. Hunter............................................. 17,412(15) *
Walter M. Pressey......................................... 20,000(16) *
Mark D. Thompson.......................................... 44,775(17) *
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
(17 PERSONS).............................................. 4,058,751(18) 36.03%
</TABLE>
- ---------------
* Represents less then 1%
(1) As calculated pursuant to Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended.
(2) Includes 2,800 shares subject to options which are currently exercisable
granted to Mr. Chapman pursuant to the 1997 Incentive Stock Option Plan
(the "Incentive Plan").
(3) Includes 6,800 shares subject to options which are currently exercisable
granted pursuant to the Directors' Stock Option Plan (the "Directors'
Plan").
(4) Includes 6,766 shares owned by Mr. Colangelo's wife and 16,236 shares owned
by two of Mr. Colangelo's children. Mr. Colangelo disclaims beneficial
ownership of all such shares.
12
<PAGE> 15
(5) Includes 7,100 shares subject to options which are currently exercisable
granted to Mr. Colangelo pursuant to the Directors' Plan.
(6) Includes 23,000 shares owned by Ms. Hoffman's husband. Ms. Hoffman
disclaims beneficial ownership of all such shares.
(7) Includes 4,800 shares subject to options which are currently exercisable
granted pursuant to the Directors' Plan.
(8) Includes 8,000 shares subject to options which are currently exercisable
granted to Mr. Wood pursuant to the Directors' Plan.
(9) Includes 3,000 shares owned by Mr. Vaill's children. Mr. Vaill disclaims
beneficial ownership of all such shares.
(10) Includes 201,452 shares subject to options which are currently exercisable
granted to Mr. Vaill pursuant to the Incentive Plan.
(11) Includes 4,000 shares subject to options which are currently exercisable
granted to Ms. Davis pursuant to the Incentive Plan.
(12) Includes 13,500 shares subject to options which are currently exercisable
granted to Mr. Dawson pursuant to the Incentive Plan.
(13) Includes 56,525 shares subject to options which are currently exercisable
granted to Mr. Henderson pursuant to the Incentive Plan.
(14) Includes 12,250 shares subject to options which are currently exercisable
granted to Ms. Houlihan pursuant to the Incentive Plan.
(15) Includes 22,312 shares subject to options which are currently exercisable
granted to Ms. Hunter pursuant to the Incentive Plan.
(16) Includes 19,000 shares subject to options which are currently exercisable
granted to Mr. Pressey pursuant to the Incentive Plan.
(17) Includes 40,775 shares subject to options which are currently exercisable
granted to Mr. Thompson pursuant to the Incentive Plan.
(18) Includes 417,739 shares subject to options which are currently exercisable.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Securities Exchange Act of 1934, as amended (the "Exchange Act"),
requires that the Company's officers and directors, and persons who own more
than 10% of the Company's outstanding shares of Common Stock file initial
reports of ownership and reports of changes in ownership with the Commission and
NASDAQ. Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company under Rule 16a-3(e) of the Exchange Act during Fiscal
1997 and Form 5 and amendments thereto furnished to the Company with respect to
Fiscal 1997, no officer, director or person who owns more than 10% of the
Company's outstanding shares of Common Stock failed to file on a timely basis
such reports.
13
<PAGE> 16
PROPOSAL 2.
AMENDMENT AND RESTATEMENT OF DIRECTORS' STOCK OPTION PLAN
SUMMARY
The second proposal to be acted upon at the Meeting is a proposal to amend
the Directors' Stock Option Plan (the "Plan") to increase the number of shares
of Common Stock reserved for issuance by such aggregate number of shares of
Common Stock as does not exceed one percent (1%) of the total shares of
outstanding Common Stock of the Company as of the last business day of the
preceding fiscal year (at the end of fiscal year 1997, this represents 106,411
shares) and to increase the number of shares of Common Stock with respect to
which non-employee directors will receive options each year, as described below.
A copy of the 1998 Amendment and Restatement of the Plan (the "1998
Restatement") incorporating the proposed amendments is attached to this Proxy
Statement as Appendix A and is incorporated herein by reference.
Up to 200,000 shares of Common Stock have already been reserved for
issuance pursuant to options granted under the Plan. To date, options to
purchase a total of 162,300 shares of Common Stock have been granted, leaving
37,700 options available for future grants.
All options granted under the Plan are required to have an exercise price
per share equal to at least the fair market value of a share of Common Stock on
the date the option is granted. None of the options granted under the Plan may
be exercised after the tenth anniversary of the date on which such option was
granted.
REASONS FOR THE PROPOSAL
The Board of Directors believes that stock options can play an important
role in the success of the Company, by encouraging and enabling the outside
directors of the Company upon whose judgment, initiative and efforts the Company
largely depends for the successful conduct of its business to acquire a
proprietary interest in the Company. The Board of Directors believes that the
continuing existence of the Plan will assist the Company in securing, retaining
and motivating highly qualified persons to serve as outside directors of the
Company.
The purpose of the increase in shares available to the Plan is to continue
to aid the Company in attracting and retaining qualified outside directors. The
Board of Directors believes that the availability of an adequate number of
shares under the Plan has been, and in the future will be, an important factor
in attracting and retaining the highest caliber directors of the Company and its
subsidiaries. The Board of Directors believes that the number of shares
currently available for issuance is insufficient. The Board of Directors also
believes that the number of shares underlying annual grants to non-employee
directors is insufficient.
TERMS OF THE 1998 RESTATEMENT
Shares of Stock Subject to the Plan. The stock that may be issued and sold
pursuant to options granted under the 1998 Restatement shall not exceed, in the
aggregate, an amount which represents one percent (1%) of the total shares of
outstanding Common Stock of the Company as of the last business day of the
preceding fiscal year, provided that any shares not granted during a fiscal year
shall not carry over and be available for grants in any subsequent fiscal year.
Any shares subject to an option under the Plan which, for any reason, expires or
is terminated unexercised as to such shares may again be subject to an option
under the 1998 Restatement.
Grant of Options. If the Plan is approved, options will be granted in
accordance with a specified formula such that each year following the annual
meeting of stockholders, each eligible director will receive options to purchase
3,000 shares of Common Stock.
Eligibility. Options will be granted to directors of the Company or
directors of a subsidiary of the Company who are not full-time employees of the
Company or a subsidiary of the Company.
Price. The purchase price under each option shall be at least 100% of the
fair market value of the stock at the time the option is granted, as determined
by the Board.
14
<PAGE> 17
Period of Option and Certain Limitations on Right to Exercise. Each option
granted under the Plan shall generally be exercisable not earlier than one year
nor later than ten years after the date of grant. The delivery of certificates
representing shares under any Expiration and Termination of the Plan. Options
may be granted under the Plan on or about May 1 of each year, up to and
including May 1, 2007, as long as the total number of shares optioned or
purchased under the Plan does not exceed the amount authorized by the Board of
Directors. The Plan may be amended or terminated any time by the Board of
Directors, except with respect to any options then outstanding.
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the principal federal income tax consequences
of transactions under the Plan. It does not describe all federal tax
consequences under the Plan, nor does it describe state or local tax
consequences.
There are no federal income tax consequences to either the optionee, or the
Company upon the grant of an option under the Plan. Upon the exercise of an
option granted under the Plan, the optionee (except as described below) has
taxable ordinary income equal to the excess of the fair market value of the
Common Stock received on the exercise date over the option price of the shares.
The optionee's tax basis for the shares acquired upon exercise of an option is
increased by the amount of such taxable income. The Company will be entitled to
a federal income tax deduction in an amount equal to such excess, provided the
Company complies with applicable withholding rules. Upon the sale of the shares
acquired by exercise of an option granted under the Plan, optionees will realize
long-term or short-term capital gain or loss depending upon their holding period
for such shares.
Section 83 of the Internal Revenue Code of 1986, as amended, and
regulations thereunder provide that the date for recognition of ordinary income
(and the Company's equivalent deduction) upon exercise of an option granted
under the Plan and for the commencement of the holding period of the shares
thereby acquired by a person who is subject to Section 16 of the Exchange Act,
as amended will be delayed until the date that is the earlier of (i) six months
after the date of the exercise or (ii) such time as the shares received upon
exercise could be sold at a gain without the person being subject to potential
liability, under Section 16 of the Exchange Act.
An optionee who surrenders shares of Common Stock in payment of the
exercise price of an option granted under the Plan, will not recognize gain or
loss on the surrender of such shares (Such an optionee will recognize ordinary
income on the exercise of the options as described.) Of the shares received in
such an exchange, that number of shares equal to the number of shares
surrendered will have the same tax basis and capital gains holding period as the
shares surrendered. The balance of the shares received will have a tax basis
equal to their fair market value on the date of exercise, and the capital gains
holding period will begin on the date of exercise.
NEW PLAN BENEFITS
Assuming approval of the 1998 Restatement by the stockholders, non-employee
directors will receive options to purchase an aggregate of 42,000 shares of
Common Stock in fiscal year 1998. Each option granted to a non-employee director
will have an option exercise price equal to 100% of the fair market value of the
Company's Common Stock on the date of grant.
RECOMMENDATION
The Board of Directors believes that the 1998 Restatement is in the best
interest of the Company and its stockholders and recommends that the
stockholders approve the 1998 Restatement. The 1998 Restatement will not take
effect unless it is approved by the affirmative vote of the holders of at least
a majority of the shares of Common Stock present or represented and entitled to
vote at the Meeting.
The Board of Directors recommends a vote FOR the approval of the 1998
Restatement.
15
<PAGE> 18
PROPOSAL 3.
AMENDMENT TO ARTICLES OF ORGANIZATION
TO CHANGE THE NAME OF THE COMPANY
SUMMARY
The Board of Directors has adopted a resolution approving and recommending
to the stockholders for their approval, an amendment to the Company's Restated
Articles of Organization to change the name of the Company from Boston Private
Bancorp, Inc. to Boston Private Financial Holdings, Inc. The Board of Directors
believes the change in the Company name is in the best interests of the Company
as it will allow the Company to be more closely identified with its business
activities and products.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT
TO THE RESTATED ARTICLES OF ORGANIZATION OF THE COMPANY TO CHANGE THE NAME OF
THE COMPANY FROM BOSTON PRIVATE BANCORP, INC. TO BOSTON PRIVATE FINANCIAL
HOLDINGS, INC.
PROPOSAL 4.
AMENDMENT TO ARTICLES OF ORGANIZATION
TO INCREASE THE AGGREGATE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
SUMMARY
The Board of Directors has adopted a resolution approving and recommending
to the stockholders for their approval, an amendment to the Company's Restated
Articles of Organization to increase the aggregate number of authorized shares
of Common Stock by 12,000,000 shares from 18,000,000 to 30,000,000 shares of
Common Stock. The authorized number of shares of the Common Stock of the Company
consists of 18,000,000 shares of Common Stock, $1.00 par value, of which
shares were issued and outstanding on the Record Date.
If the proposed amendment is approved by the stockholders, 30,000,000
shares of Common Stock will be authorized for issuance and the additional
authorized Common Stock may be issued by the Company without any further action
by the stockholders. The issuance of additional authorized shares, may, among
other things, have a dilutive effect on earnings per share on the equity and
voting power of existing holders of Common Stock. In addition, such issuance may
also be deemed to have an antitakeover effect by making it more difficult to
obtain stockholder approval of various actions, such as a merger or removal of
management Although the Board of Directors has no present intention of issuing
additional shares for such purposes, the proposed increase in the number of
authorized shares could also enable the Board of Directors to render more
difficult or discourage an attempt by another person or entity to obtain control
of the Company.
The purpose of the proposed amendment is to provide additional authorized
shares of Common Stock for possible use in connection with future financings,
investment opportunities, acquisitions, employee benefit or dividend
reinvestment plan distributions, other distributions, such as stock dividends or
stock splits, or for other corporate purposes. The Company has no plans or
commitments at this time for the issuance of the additional authorized Common
Stock but desires to position itself to do so when needs arise and market
conditions warrant.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT
TO THE RESTATED ARTICLES OF ORGANIZATION OF THE COMPANY TO INCREASE THE
AGGREGATE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
SOLICITATION OF PROXIES
The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. In addition to the solicitation of proxies by mail, the
Company's regular employees may also solicit proxies
16
<PAGE> 19
personally or by telephone. Banks, brokerage houses, custodians, nominees and
other fiduciaries have been requested to forward proxy materials to the
beneficial owners of shares of Common Stock held of record by them. Such
custodians will be reimbursed for their expenses.
INDEPENDENT AUDITORS
The Company has selected KPMG Peat Marwick LLP ("KPMG") as the independent
auditors for the Company for the fiscal year ending December 31, 1998. KPMG has
served as the Company's independent auditors since 1987. A representative of
KPMG will be present at the Meeting, will be given the opportunity to make a
statement if such representative so desires and will be available to respond to
appropriate questions.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors is not aware
of any other matters to be considered at the Meeting. If any other matters
properly come before the Meeting, the proxies will be voted in accordance with
the best judgment of the proxy holders.
A summary of the proceedings of the 1998 Annual Meeting of Stockholders
will be available after June 1, 1998, to any stockholder upon request to the
Clerk and upon payment of $10.00 to cover the cost of postage and production.
STOCKHOLDER PROPOSALS
Any stockholder desiring to present a proposal for inclusion in the
Company's proxy statement in connection with its 1999 annual meeting of
stockholders must submit the proposal so as to be received by the Clerk of the
Company at the principal executive offices of the Company located at Ten Post
Office Square, Boston, Massachusetts 02109, not later than November 11, 1998. In
addition, in order to be included in the proxy statement, such a proposal must
comply with the requirements as to form and substance established by applicable
laws and regulations.
Stockholders wishing to present business for action at the 1999 annual
meeting or to nominate directors for election at a meeting of the Company's
stockholders, must do so in accordance with the By-laws. The By-laws provide,
among other requirements, that in order to be presented at an annual meeting,
such stockholder proposals or nominations may only be made by holders of record
who shall have given notice of such proposals or nominations and any other
required information to the Company no earlier than December 3, 1998, and no
later than February 22, 1999.
17
<PAGE> 20
APPENDIX A
BOSTON PRIVATE BANCORP, INC.
DIRECTORS' STOCK OPTION PLAN
1998 AMENDMENT AND RESTATEMENT
1. PURPOSE. The Boston Private Bancorp, Inc. Directors' Stock Option Plan
(the "Plan") is intended to provide incentives which will attract, retain and
motivate highly competent persons as outside directors of Boston Private
Bancorp, Inc. (the "Company") or Boston Private Bank & Trust Company (the
"Bank") or a subsidiary of either by providing them opportunities to acquire
shares of Common Stock of the Company pursuant to the terms of this Plan. By
providing opportunities for such stock ownership, the interests of the Company,
the Bank, or a subsidiary of either will be advanced by aligning the interests
of the outside directors, who are not full-time employees, with those of
shareholders of the Company, the Bank, or a subsidiary of either.
2. ADMINISTRATION. The Plan will be administered by the Compensation
Committee of the Board of Directors of the Company (the "Committee"). The
determinations of the Committee shall be made in accordance with their judgment
as to the best interests of the Company and its stockholders and in accordance
with the purpose of the Plan. Any determination of the Committee may be made
without notice or meeting of the Committee by a writing signed by the Committee
members. Subject to the provisions of this Plan, the Committee shall have full
power to construe and interpret the Plan and to establish, amend and rescind
rules and regulations for its administration. Any decisions made with respect
thereto shall be final and binding on the Company, the optionee and all other
persons.
3. EFFECTIVE DATE. This Plan became effective on March 31, 1993 (the
"Effective Date"), the date it was adopted by the Board of Directors of the
Company. The Plan was approved by the shareholders at the May 26, 1993 annual
meeting of shareholders of the Company. The Plan was amended and restated on
March 15, 1995, the date it was adopted by the Board of Directors of the Company
(the "1995 Restatement"). This Amendment and Restatement of the Plan became
effective on January 28, 1998 (the "1998 Restatement"), the date it was adopted
by the Board of Directors of the Company, provided, that, if recommended by
counsel or required by law, the 1998 Restatement is approved by the shareholders
at the next annual meeting of the shareholders of the Company following such
adoption of the 1998 Restatement of the Plan by the Board of Directors of the
Company.
4. SHARES RESERVED UNDER THE PLAN. There originally was reserved for
issuance under the Plan an aggregate of 90,000 shares of Common Stock which may
be authorized but unissued or treasury shares. Pursuant to the 1995 Restatement,
there was reserved for issuance under the Plan an additional 110,000 shares of
Common Stock which may be authorized but unissued or treasury shares which
brought the aggregate total shares of Common Stock under the Plan to 200,000.
Pursuant to the 1998 Restatement, there is hereby reserved for issuance under
the Plan such aggregate number of shares of Common Stock as does not exceed one
percent (1%) of the total shares of outstanding Common Stock of the Company as
of the last business day of the preceding fiscal year, provided that any shares
described in this Section 4 which are not granted during a fiscal year shall not
carry over and be available for grants in any subsequent fiscal year. All of
such shares may, but need not, be issued pursuant to the exercise of stock
options. If there is a lapse, expiration, termination or cancellation of any
option prior to the issuance of shares thereunder, or if shares are issued upon
the exercise of a stock option and thereafter are reacquired by the Company
pursuant to rights reserved upon issuance thereof, those shares may again be
used for new benefits under this Plan. If payment for shares upon the exercise
of an option is made in shares of Common Stock, the number of such shares
delivered to the Company in payment for the exercise shall be added back to the
shares available for issuance under the Plan.
5. PARTICIPANTS. Participants will consist of all directors of the Company
or the Bank or a subsidiary of either who are not full-time employees of the
Company or the Bank or a subsidiary of either.
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<PAGE> 21
6. TYPES OF BENEFITS. Benefits under the Plan shall consist of
Non-qualified Stock Options, as hereinafter described.
7. NON-QUALIFIED STOCK OPTIONS. All options granted under the Plan shall
be Non-qualified Stock Options not entitled to special tax treatment under
Section 422 of the Internal Revenue Code of 1986, as amended. Non-qualified
Stock Options shall consist of options to purchase shares of Common stock, at
purchase prices not less than 100% of the fair market value of the shares on the
date the option is granted. Non-qualified Stock Options will be exercisable not
earlier than one year and not later than ten years after the date they are
granted. In the event that the optionee ceases to be a director for any reason,
the right of the optionee to exercise any outstanding Non-qualified Stock Option
shall terminate not later than twelve months after the optionee ceases to be a
director. Further, if the optionee should die during a period when the optionee
is no longer a director and in which the option remains exercisable, the right
of the optionee's successor in interest to exercise a Non-qualified Stock Option
shall terminate not later than twelve months after the date of death of such
director. Notwithstanding the previous sentences, such twelve month period may
be extended by the Committee in its sole discretion as determined on a case by
case basis. However, in no event shall any Non-qualified Stock Option be
exercised more than ten years after its grant.
8. ISSUANCE OF GRANT SHARES.
(a) Each Non-qualified Stock Option granted under this Plan shall be
evidenced by a written agreement in the form attached hereto as Exhibit A, or
such other form as the Committee may approve from time to time.
(b) Non-qualified Stock Options to purchase 3,000 shares of Common Stock
shall be granted on or about May 1, 1998, and on or about each succeeding May 1,
up to and including May 1, 2007, to each outside director of the Company and to
each outside director of the Bank who is serving as a member of the Board of
Directors of the Company or as a member of the Board of Directors of the Bank at
the time of such grant. No grants of Non-qualified Stock Options shall be made
under this Plan after May 1, 2007. Notwithstanding the foregoing, any outside
director serving as a member of the Board of Directors of the Company and the
Board of Directors of the Bank simultaneously shall be granted only one option
to purchase 3,000 shares for any May 1 period.
9. ADJUSTMENT PROVISIONS.
(a) If the Company shall at any time change the number of issued shares of
Common Stock without new consideration to the Company (such as by stock
dividend, stock split, or similar transaction) the total number of shares
reserved for issuance under this Plan and the number of shares covered by each
outstanding benefit shall be adjusted so that the aggregate consideration
payable to the Company and the value of each benefit shall not be changed.
(b) In the case of any reorganization, sale, merger, consolidation or
combination of the Company with or into another corporation other than a
reorganization, sale, merger, consolidation or combination in which the Company
is the continuing corporation and which does not result in the outstanding
Common Stock being converted or exchanged for different securities, cash or
other property, or any combination thereof (an "Acquisition"), any participant
to whom a stock option has been granted under the Plan shall have the right
(subject to the provisions of the Plan and any limitation applicable to such
option) thereafter and during the term of such option to receive upon exercise
thereof the Acquisition Consideration (as hereinafter defined) receivable upon
such Acquisition by a holder of the number of shares of Common Stock which might
have been obtained upon exercise of such option or portion thereof, as the case
may be, immediately prior to such Acquisition. The term "Acquisition
Consideration" shall mean the kind and amount of shares of the surviving or new
corporation, cash, securities, evidence of indebtedness, other property or any
combination thereof, receivable in respect of one share of Common Stock of the
Company upon consummation of an Acquisition.
10. NON-TRANSFERABILITY. Each option granted under the Plan shall not be
transferable otherwise than by will, or the laws of descent and distribution,
and shall be exercisable during the participant's lifetime only by the
participant. In the event of the death of a participant, exercise shall be made
only by the executor or
A-2
<PAGE> 22
administrator of the estate of the deceased participant or the person or persons
to whom the deceased participant's rights under the option shall pass by will or
the laws of descent and distribution.
11. LIMITATION OF RIGHTS. The award of any benefit under the Plan may also
be subject to any other provisions (whether or not applicable to the benefit
awarded to any other participant) which the Committee determines appropriate,
including, without limitation, provisions for the installment purchase of Common
Stock under stock options, restrictions on resale or other dispositions, or
understandings or conditions as to the participant's employment in addition to
those specifically provided for under the Plan. Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company or the Bank will retain a Director for any period of time, nor
compensate the Director at any particular rate, or at all. A Director shall have
no rights as a shareholder with respect to the shares covered by his options
until the date of issuance to said Director of a stock certificate evidencing
exercise thereof. No adjustment will be made for dividends or other rights for
which the record date is prior to the issue date of such stock certificate.
12. TAXES. The Company shall be entitled to withhold the amount of any tax
attributable to any shares deliverable under the Plan after giving the person
entitled to receive the shares notice as far in advance as practicable and the
Company may defer making delivery as to any benefit if any such tax is payable
until indemnified to its satisfaction. The Committee may, in its discretion and
subject to rules which it may adopt, permit a participant to pay all or a
portion of the taxes arising in connection with the exercise of a Non-qualified
Stock Option by electing to have the Company withhold shares of Common Stock
from the shares otherwise deliverable to the participant, having a fair market
value equal to the amount to be withheld. The fair market value of any
fractional shares remaining after payment of withholding taxes shall be paid to
the participant in cash.
13. DURATION, AMENDMENT AND TERMINATION. No benefit shall be granted more
than ten years after the date of adoption of this Plan; provided, however, that
the terms and conditions applicable to any benefit granted within such period
may thereafter be amended or modified by mutual agreement between the Company
and the participant or such other persons as may then have an interest therein.
The Board of Directors of the Company may amend the Plan from time to time or
terminate the Plan at any time. However, no action authorized by this section
shall reduce the amount of any existing benefit or change the terms and
conditions thereof without the participant's consent.
14. GOVERNING LAW. The Plan and all determinations made and action taken
pursuant hereto shall be subject to and construed in accordance with the law of
the Commonwealth of Massachusetts.
A-3
<PAGE> 23
BOSTON PRIVATE BANCORP, INC.
DIRECTORS' STOCK OPTION PLAN
DIRECTORS' STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into by and between Boston Private Bancorp, Inc.
(the "Company") and [ ], a director of the Company or a director
of the Boston Private Bank & Trust Company (the "Director").
WHEREAS, the Company adopted the Boston Private Bancorp, Inc. Directors'
Stock Option Plan (the "Plan") on March 31, 1993 and amended and restated the
Plan on January 28, 1998, in order to provide incentives to attract and retain
highly competent directors of the Company and the Boston Private Bank & Trust
Company (the "Bank") or a subsidiary of either so as to give them a proprietary
interest in the Company's success and to ensure their continuation as directors
of the Company or the Bank; and
WHEREAS, the Director renders important services to the Company or the
Bank, and the Company desires to grant the Director a Non-qualified Stock Option
under the Plan;
NOW THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, the parties hereto hereby agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Director and the
Director hereby accepts from the Company upon the terms and conditions
hereinafter set forth, the option to purchase 3,000 common shares of the Company
at 100% of the fair market value of the shares on the date the option is
granted, such fair market value determined to be [$ /SHARE] by the
Committee. Said purchase price may be paid by check.
2. OTHER CONDITIONS AND LIMITATIONS. The shares purchased pursuant to this
Agreement are granted on the condition that the receipt of said shares hereunder
shall be for investment purposes and not with a view to resale or
redistribution, except that such condition shall be inoperative if the
re-offering of shares purchased pursuant to this Agreement are registered under
the Securities Act of 1933, as amended, or if in the opinion of counsel for the
Company said shares may be resold without registration.
3. RELATIONSHIP TO THE PLAN. The Non-qualified Stock Options granted and
the shares purchased pursuant to this Agreement have been granted pursuant to
the Plan and are in all respects subject to the terms, conditions and
definitions of the Plan. The Director hereby accepts the grant of this
Non-qualified Stock Option subject to all the terms and provisions of the Plan
and agrees that all decisions and the interpretations of the Plan by the
Compensation Committee of the Board of Directors of the Company shall be final,
binding and conclusive upon the Director and his or her heirs.
4. NON-TRANSFERABILITY OF OPTIONS. Any options shall be non-transferable
by the Director except by will, or by the laws of descent and distribution.
5. RIGHTS AS SHAREHOLDER. Except as otherwise provided in the Plan or this
Agreement, the Director shall have all of the rights of a shareholder of the
Company with respect to the shares purchased hereunder registered in his name,
including the right to vote such shares and receive the dividends and other
distributions paid or made with respect to such shares.
6. NO EMPLOYMENT COMMITMENT; TAX TREATMENT. Nothing herein contained shall
be deemed to be or constitute an agreement or commitment by the Company or the
Bank to continue the Director as a director of the Company or the Bank. The
Company and the Bank make no representation about the probable tax treatment to
the Director with respect to receiving this grant, nor with respect to the
purchasing, receiving, holding or disposing of the shares purchased pursuant to
this Agreement. Further, the Director represents that he or she has had the
opportunity to discuss such treatment with his or her tax advisor.
7. GOVERNING LAW. This Agreement shall be subject to and construed in
accordance with the laws of the Commonwealth of Massachusetts.
<PAGE> 24
8. WITHHOLDING TAX. The Company shall have the right to require the
Director to pay the Company the amount of any taxes which the Company is or will
be required to withhold with respect to options granted or shares purchased
pursuant to this Agreement.
IN WITNESS WHEREOF, the Company and the Director have executed this
Agreement in duplicate on the day of May, 199 .
BOSTON PRIVATE BANCORP, INC.
By:
-----------------------------------------------------
Its:
DIRECTOR
- ------------------------------------------------------
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<PAGE> 25
<TABLE>
<S> <C>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ---------------------------------------------- 1. To elect three (3) Class I Directors to serve until the 2001
BOSTON PRIVATE BANCORP, INC. Annual Meeting and until their successors are duly elected and
- ---------------------------------------------- qualified.
FOR ALL WITH- FOR ALL
NOMINEES: EUGENE S. COLANGELO NOMINEES HOLD EXCEPT
Mark box at right if you plan to attend ALLEN SINAI
the Meeting. [ ] TIMOTHY L. VAILL [ ] [ ] [ ]
Mark box at right if an address change If you wish to withhold your vote from any of the nominees listed
has been noted on the reverse side of [ ] above, mark the "For All Except" box and strike a line through the
this card name(s) of the nominee(s) from whom you wish to withhold your vote.
FOR AGAINST ABSTAIN
RECORD DATE SHARES: 2. To adopt an amendment and restatement of the
Boston Private Bancorp, Inc. Directors' [ ] [ ] [ ]
Stock Option Plan (the "Plan") to increase
the number of shares of Common Stock
available under the Plan by such aggregate
number of shares of Common Stock as does not
exceed one percent (1%) of the total shares
of outstanding Common Stock of the Company as
of the last business day of the preceding
fiscal year, and related matters.
FOR AGAINST ABSTAIN
3. To adopt an amendment to the Company's
Restated Articles of Organization to change [ ] [ ] [ ]
the name of the Company from Boston Private
Bancorp, Inc. to Boston Private Financial
Holdings, Inc.
FOR AGAINST ABSTAIN
4. To adopt an amendment to the Company's
Restated Articles of Organization to [ ] [ ] [ ]
increase the authorized shares of Common
---------------- Stock by 12,000,000 shares from 18,000,000
Please be sure to sign and date this Proxy | Date to 30,000,000 shares of Common Stock.
- -----------------------------------------------------------
|
|
|
|
|
- ----Stockholder sign here------------Co-owner sign here----
DETACH CARD DETACH CARD
BOSTON PRIVATE BANCORP, INC.
Dear Stockholder,
Please take note of the important information enclosed with this proxy card.
Your vote counts, and you are strongly encouraged to exercise your right to vote your shares.
Please mark the boxes on this proxy card to indicate how your shares will be voted. Then sign the
card, detach it and return your proxy vote in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, April 22, 1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Boston Private Bancorp, Inc.
</TABLE>
<PAGE> 26
BOSTON PRIVATE BANCORP, INC.
TEN POST OFFICE SQUARE, BOSTON, MASSACHUSETTS 02109
The undersigned hereby constitute(s) and appoint(s) Mark D. Thompson and Ana E.
Steele, and each of them, as proxies of the undersigned (the "Proxies"), each
with full power to appoint his or her substitute, and hereby authorizes each of
them to represent and to vote all the shares of Common Stock of Boston Private
Bancorp, Inc. (the "Company"), held of record by the undersigned on February 23,
1998, at the Annual Meeting of Stockholders (the "Meeting") to be held on
Wednesday, April 22, 1998 at 10:00 a.m., Boston time, or any adjournments or
postponements thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS, FOR APPROVAL
OF THE AMENDMENT AND RESTATEMENT OF THE PLAN, FOR CHANGING THE NAME OF THE
COMPANY FROM BOSTON PRIVATE BANCORP, INC. TO BOSTON PRIVATE FINANCIAL HOLDINGS,
INC. AND FOR INCREASING THE AGGREGATE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK FROM 18,000,000 TO 30,000,000 SHARES OF COMMON STOCK. IN THEIR DISCRETION,
THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. A STOCKHOLDER
WISHING TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS NEED
ONLY SIGN AND DATE THIS PROXY AND RETURN IT IN THE POSTAGE PAID ENVELOPE
PROVIDED.
The undersigned hereby acknowledge(s) receipt of a copy of the accompanying
Notice of Annual Meeting of Stockholders, the Proxy Statement with respect
thereto, the Company's Annual Report on Form 10-KSB for Fiscal Year 1997 and the
Company's Annual Report to Stockholders for Fiscal Year 1997, and hereby
revoke(s) any proxy or proxies heretofore given. This proxy may be revoked at
any time before it is exercised.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: Please sign exactly as name(s) appear(s) hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED?
- --------------------------------------------------------------------------------
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