<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1998
REGISTRATION STATEMENT No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Proposed
Title of Each Class of Amount Maximum Maximum Amount of
Securities to Be to Offering Price Aggregate Registration
Registered Be Registered Per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 789,500 Shares $8.3125 $6,562,718.75 $1,936
============================================================================================================
</TABLE>
(1) Based upon the average of the high and low sale prices reported on the
Nasdaq SmallCap Market System on February 11, 1998 and estimated solely for
purposes of calculating the registration fee in accordance with Rule 457(c)
under the Securities Act of 1933.
-------------------------
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.
789,500 Shares of Common Stock
This Prospectus relates to 789,500 shares (the "Shares") of common stock,
par value $1.00 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 12, 1998, the reported closing price for the Common Stock on the Nasdaq
SmallCap Market was $8 3/4.
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).
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 , 1998.
<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 (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, 1996; (2) the Company's Quarterly Reports on Form 10-QSB
for the fiscal quarters ended March 31, June 30 and September 30, 1997; (3) the
definitive Proxy Statement of the Company for the Annual Meeting of Stockholders
held May 21, 1997; (4) the Company's Current Reports on Form 8-K, filed on
August 21, 1997, November 14, 1997, January 14, 1998 and February 13, 1998; 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) 912-1900).
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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"), a
wholly-owned subsidiary of the Company through which the Company conducts
substantially all of its banking 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 ability of the Bank and Westfield Capital Management
Company, Inc. (the "Westfield"), a wholly-owned subsidiary of the Company
through which the Company conducts a substantial portion of its investment
management business, to attract investment management and trust business may be
inhibited by their relatively short history and limited record of performance.
With respect to their investment management and trust services, the Bank and
Westfield compete 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 and
Westfield's market area, because Boston has a well-established investment
management industry. Many of the Bank's and Westfield's competitors have greater
resources than the Company on a consolidated basis. In addition to competing
directly for clients, competition can impact the fee structures of the Bank and
Westfield. The Company believes that the ability of the Bank and Westfield to
compete effectively with other firms is dependent upon their products, level of
investment performance and client service, as well as the marketing and
distribution of their investment products. There can be no assurance that the
Bank and Westfield will be able to achieve favorable investment performance and
retain their existing clients.
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
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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 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.
LOAN CONCENTRATIONS
The Bank's loans are concentrated with respect to geography, type of
customer and type of collateral. Because 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 from banking operations 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. In particular, decreasing interest rates may reduce the Bank's net
interest income as the spread between interest income and interest expense
decreases. 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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THE PERFORMANCE OF THE COMPANY MAY BE ADVERSELY AFFECTED BY CHANGES IN ECONOMIC
AND MARKET CONDITIONS
The Company offers a broad range of investment management services and
styles to institutional and retail investors. Consequently, the Company's
performance is directly affected by conditions in the financial and securities
markets.
The financial markets and the investment management industry in general
have experienced record performance and record growth in recent years. The
financial markets and businesses operating in the securities industry, however,
are highly volatile and are directly affected by, among other factors, domestic
and foreign economic conditions and general trends in business and finance, all
of which are beyond the control of the Company. There can be no assurance that
broader market performance will be favorable in the future. Any decline in the
financial markets or a lack of sustained growth may result in a corresponding
decline in performance by the Company and may adversely affect assets under
management and/or fees earned by the Company.
THE COMPANY'S INVESTMENT MANAGEMENT CONTRACTS ARE SUBJECT TO TERMINATION ON
SHORT NOTICE
Following the acquisition of Westfield in October 1997, the Company expects
that more than 50% of its revenues will be derived from investment management
contracts which are typically terminable upon less than 30 days' notice. Because
of this, clients of the Company may withdraw funds from accounts under
management generally in their sole discretion. In addition, the Company's
contracts generally provide for fees payable for investment management services
based on the market value of assets under management, although a portion also
provide for the payment of fees based on investment performance. Because most
contracts provide for a fee based on market values of securities, fluctuations
in securities prices may have an adverse effect on the Company's consolidated
results of operations and financial condition. Changes in the investment
patterns of clients will also affect the total assets under management. In
addition, in the case of contracts which provide for the payment of
performance-based fees, the investment performance of the Company will affect
the Company's results of operations and financial condition.
EXISTENCE OF REGISTRATION RIGHTS
The holders of 3,918,367 shares of Common Stock (which includes the 789,500
shares being registered hereunder) have the right in certain circumstances to
require the Company to register up to 800,000 of their shares annually under the
Securities Act for resale to the public, and the holders of 3,918,367 shares
(which includes the 789,500 shares being registered hereunder) have the right to
include their shares in a registration statement filed by the Company. These
registration rights may enable such holders to publicly sell shares which would
otherwise be ineligible for sale in the public market. The sale of a substantial
number of shares of Common Stock into the public market, or the availability of
such shares for future sale, could adversely affect the market price for the
Common Stock and could impair the Company's ability to obtain additional capital
in the future through an offering of equity securities should it desire to do
so.
THE COMPANY'S INVESTMENT MANAGEMENT BUSINESS IS HIGHLY REGULATED
Each direct or indirect subsidiary of the Company which provides investment
management services is highly regulated, primarily at the federal level. The
failure of any such subsidiary to comply with applicable laws or regulations
could result in fines, suspensions of individual employees or other sanctions,
including revocation of such subsidiary's registration as an investment adviser.
Both Westfield and Boston Private Asset Management, Inc., a wholly-owned
subsidiary of the Bank ("BPAM"), are registered with the United States
Securities and Exchange Commission (the "Commission") as investment advisers
under the Investment Advisers Act of 1940, as amended (the "Investment Advisers
Act"), and are subject to the provisions of the Investment Advisers Act and the
Commission's regulations promulgated thereunder. The Investment Advisers Act
imposes numerous obligations on registered investment advisers, including
fiduciary, record keeping, operational and disclosure obligations. Both
Westfield and BPAM as investment advisers are also subject to regulation under
the securities laws and fiduciary laws of certain states. Westfield acts as a
subadviser to a mutual fund which is registered with the Commission under the
Investment Company Act of 1940, as amended (the "1940 Act"). As a subadviser to
a registered investment company, Westfield is subject to requirements under the
1940 Act and the Commission's regulations promulgated thereunder. In addition,
the Company is subject to the Employee Retirement Income Security Act of 1974
("ERISA"), and to regulations promulgated thereunder, insofar as it is a
Afiduciary" under ERISA with respect to certain of its clients. ERISA and the
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), impose certain duties on persons who are fiduciaries under ERISA, and
prohibit certain transactions involving the assets of each
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ERISA plan which is a client of the Company, as well as certain transactions by
the fiduciaries (and certain other related parties) to such plans.
In addition, applicable law provides that the investment management
contracts under which the Company manages assets for other parties either
terminate automatically if assigned, or are not assignable unless the applicable
client consents to the assignment. Assignment, as generally defined, includes
direct assignments as well as assignments which may be deemed to occur, under
certain circumstances, upon the direct or indirect transfer of a "controlling
block" of the voting securities of the Company. Moreover, applicable law
provides that all investment contracts with mutual fund clients may be
terminated by such clients, without penalty, upon no later than 60 days' notice.
Investment contracts with institutional and other clients are typically
terminable by the client, also without penalty, upon 30 days' notice.
The Company itself does not manage investments for clients, does not
provide any investment management services and, therefore, is not registered as
an investment adviser under federal or state law.
YEAR 2000
The Company's management has initiated an enterprise-wide program to
prepare the Company's computer systems and applications for the year 2000. The
approach of the year 2000 presents a problem in that many computer programs have
been written using two digits rather than four to define the applicable year.
Any of the Company's programs that have time-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
internal system failures or miscalculations, and also creates risk for the
Company from third parties with whom the Company deals on financial
transactions. The Company has conducted a comprehensive review of its computer
systems to identify the systems that could be affected by the year 2000, and has
developed an implementation plan to resolve this issue. The Company believes
that, with modifications to existing software and conversions to new software,
the year 2000 problem will not pose significant operational problems for the
Company as so modified or converted. The Company is also in the process of
assessing whether each of its suppliers of computer services are year 2000
compliant. The Company believes that this assessment will be completed by the
end of 1998. The Company is not purchasing any new software products or engaging
in any new contracts unless the products and counterparties are year 2000
compliant. Maintenance, testing and modification costs will be expensed as
incurred, while the costs of new software products will be capitalized and
amortized over their useful lives. The Company does not expect that the amounts
required to be expensed to resolve the year 2000 issue will have a material
effect on its financial condition or results of operations.
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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.
On October 31, 1997, Boston Private Investment Management, Inc., an
investment arm of the Company, acquired Boston-based Westfield Capital
Management Company, Inc. In connection with the transaction, Boston Private
Investment Management, Inc. assumed the name Westfield Capital Management
Company, Inc. ("Westfield"). In this transaction, which was accounted for as a
pooling of interests, the former stockholders of Westfield Capital Management
Company, Inc. received 3,918,367 shares of common stock, par value $1.00 per
share, of the Company. The purchase price was based on the Company's average
common stock price from January 1, 1997 through August 12, 1997, which was
approximately 6c. In addition, the Company granted certain demand and piggyback
registration rights to the stockholders of Westfield Capital Management Company,
Inc. in connection with the issuance of the shares in this transaction. See
"Registration Rights."
The Company conducts substantially all of its business through its
wholly-owned subsidiaries, the Bank and Westfield. Westfield is located at One
Financial Center in Boston, Massachusetts, and the Company's principal offices
are located at Ten Post Office Square, Boston, Massachusetts 02109.
The Bank 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
offers commercial, residential mortgage, home equity and consumer loans. 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.
Westfield is an investment management firm serving the investment needs of
high net worth individuals and institutions with endowments, pension and
profit-sharing plans, and 401(k) plans. Westfield invests primarily in equities
of companies which it expects to grow at above normal rates, and although
Westfield is not limited to such investments, it has a particular focus on
companies deemed to have small to mid-sized capitalizations. In addition,
Westfield acts as the managing general partner for two limited partnerships, one
of which invests primarily in technology stocks and the other of which invests
primarily in equities of companies based outside the United States.
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
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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 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 Ainvestment 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 a portion of the Company's
obligations under the terms of a Registration Rights Agreement dated August 13,
1997, which the Company entered into in connection with the acquisition of
Westfield (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 (other than one legal counsel for the
Selling Stockholders as a group). 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.
8
<PAGE> 10
SELLING STOCKHOLDERS
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, 1998.
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.
<TABLE>
<CAPTION>
Shares of
Shares of Common Stock Owned
Common Stock Shares of After the Offering (2)
Beneficially Owned Common Stock -----------------------
Selling Stockholder as of January 1, 1998(1) Offered Hereby Number(1) Percent (3)
- ------------------- ------------------------ -------------- --------- -----------
<S> <C> <C> <C> <C>
Arthur J. Bauernfeind.................... 912,037 150,000 762,037 7.2%
Michael J. Chapman(4).................... 642,388 110,000 532,388 5.0
Stephen C. Demirjian(5).................. 121,580 10,000 111,580 1.0
Hazard Family Foundation................. 70,000 25,000 45,000 *
C. Michael Hazard........................ 1,871,426 460,000 1,411,426 13.3
William A. Muggia(6)..................... 86,066 10,000 76,066 *
B. Randall Watts(7)...................... 72,428 6,000 66,428 *
Murray State University Foundation....... 35,000 7,000 28,000 *
University of Wisconsin Foundation....... 11,500 11,500 - -
--------- ------- ----------
Total.................................... 3,822,425 789,500 3,032,925
</TABLE>
- -----------------
* Less than 1%.
(1) Includes options to purchase shares of Common Stock of the Company that are
exercisable within 60 days of January 1, 1998.
(2) Assumes that all Shares are sold by the Selling Stockholders.
(3) Based on 10,641,100 outstanding shares of Common Stock of the Company as of
December 31, 1997. Options to purchase Common Stock that are exercisable
within 60 days of January 1, 1998 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) Includes 2,800 shares subject to options exercisable within 60 days. Does
not include 11,200 shares subject to options not exercisable within 60
days.
(5) Includes 3,200 shares subject to options exercisable within 60 days. Does
not include 12,800 shares subject to options not exercisable within 60
days.
(6) Includes 3,200 shares subject to options exercisable within 60 days. Does
not include 12,800 shares subject to options not exercisable within 60
days.
(7) Includes 1,400 shares subject to options exercisable within 60 days. Does
not include 5,600 shares subject to options not exercisable within 60 days.
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. 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.
9
<PAGE> 11
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.
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, Boston,
Massachusetts.
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, 1996 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.
<PAGE> 12
================================================================================
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
-------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information............................................. 2
Incorporation of Certain Documents by Reference................... 2
Risk Factors...................................................... 3
The Company....................................................... 7
Use of Proceeds................................................... 8
Registration Rights............................................... 8
Selling Stockholders.............................................. 9
Plan of Distribution.............................................. 9
Legal Matters..................................................... 10
Experts........................................................... 10
</TABLE>
================================================================================
================================================================================
789,500 SHARES
BOSTON PRIVATE
BANCORP, INC.
COMMON STOCK
-----------------------
PROSPECTUS
-----------------------
February , 1998
================================================================================
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. (1)
The following are the estimated expenses of the distribution of the Shares
registered hereunder on Form S-3:
<TABLE>
<S> <C>
SEC Registration Fee.............................. $ 1,936
Legal Fees and Expenses........................... 5,000
Blue Sky Qualification Fees and Expenses.......... 2,000
Miscellaneous..................................... 1,064
-------
Total..................................... $10,000
=======
</TABLE>
(1) The amounts set forth above, except for the SEC Registration Fee, are
estimated.
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.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
4.1 Registration Rights Agreement dated as of August 13, 1997,
between the Company and the individual stockholders of Westfield
Capital Management Company, Inc. (Incorporated by reference to
the corresponding exhibit to the Current Report on Form 8-K of
Boston Private Bancorp, Inc. as filed with the Securities and
Exchange Commission on August 21, 1997)
5.1 Opinion of Goodwin, Procter & Hoar LLP
</TABLE>
II-1
<PAGE> 14
<TABLE>
<S> <C>
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
</TABLE>
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
Securities 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, 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-2
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on
February 13, 1998.
BOSTON PRIVATE BANCORP, INC.
By: /s/ Timothy L. Vaill
--------------------------------------
Timothy L. Vaill
President, Chief Executive Officer and
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each of the undersigned officers and
directors of Boston Private Bancorp, Inc. hereby severally constitutes Timothy
L. Vaill, Eugene S. Colangelo and Charles O. Wood, III and each of them singly,
his or her true and lawful attorneys with full power to them, and each of them
singly, to sign for the undersigned and in his or her name in the capacity
indicated below, the Registration Statement filed herewith and any and all
amendments to said Registration Statement, and generally to do all such things
in his or her name and in his or her capacity as an officer or director to
enable Boston Private Bancorp, Inc. to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming his or her signature as it may be
signed by his or her said attorney, or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Timothy L. Vaill President, Chief Executive February 13, 1998
- --------------------------- Officer and Director
Timothy L. Vaill (Principal Executive Officer)
/s/ Walter M. Pressey Senior Vice President and February 13, 1998
- --------------------------- Chief Financial Officer
Walter M. Pressey (Principal Financial Officer and
Principal Accounting Officer)
/s/ Herbert S. Alexander Director February 13, 1998
- ---------------------------
Herbert S. Alexander
/s/ John M. Barry Director February 13, 1998
- ---------------------------
John M. Barry
/s/ Arthur J. Bauernfeind Director February 13, 1998
- ---------------------------
Arthur J. Bauernfeind
/s/ Eugene S. Colangelo Director February 13, 1998
- ---------------------------
Eugene S. Colangelo
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ C. Michael Hazard Director February 13, 1998
- ---------------------------
C. Michael Hazard
/s/ Lynn Thompson Hoffman Director February 13, 1998
- ---------------------------
Lynn Thompson Hoffman
/s/ E. Christopher Palmer Director February 13, 1998
- ---------------------------
E. Christopher Palmer
/s/ Robert A. Radloff Director February 13, 1998
- ---------------------------
Robert A. Radloff
/s/ Allen Sinai Director February 13, 1998
- ---------------------------
Allen Sinai
/s/ Charles O. Wood, III Director February 13, 1998
- ---------------------------
Charles O. Wood, III
</TABLE>
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C> <C>
4.1 - Registration Rights Agreement dated as of August 13, 1997,
between the Company and the individual stockholders of Westfield
Capital Management Company, Inc. (Incorporated by reference to
the corresponding exhibit to the Current Report on Form 8-K of
Boston Private Bancorp, Inc. as filed with the Securities and
Exchange Commission on August 21, 1997)
5.1 - 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 5.1)
24.1 - Power of Attorney (included on signature page)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Goodwin, Procter & Hoar LLP]
February 13, 1998
Boston Private Bancorp, Inc.
Ten Post Office Square
Boston, MA 02109
Ladies and Gentlemen:
This opinion is furnished in our capacity as special counsel to Boston
Private Bancorp, Inc., a Massachusetts corporation (the "Company"), in
connection with the registration, pursuant to the Securities Act of 1933 (the
"Securities Act"), of 789,500 shares (the "Shares") of common stock, par value
$1.00 per share, of the Company.
In connection with rendering this opinion, we have examined the Amended and
Restated Articles of Organization and the Bylaws of the Company, both as amended
to date; such records of the corporate proceedings of the Company as we have
deemed material; a registration statement on Form S-3 under the Securities Act
relating to the Shares and the prospectus contained therein; and such other
certificates, receipts, records and documents as we considered necessary for the
purposes of this opinion.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdiction other than the
laws of the United States of America and The Commonwealth of Massachusetts.
Based upon the foregoing, we are of the opinion that the Shares are duly
authorized, legally issued, fully paid and nonassessable by the Company under
the Massachusetts Business Corporation Law.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
<PAGE> 2
Boston Private Bancorp, Inc.
February 13, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Auditors
The Board of Directors of
Boston Private Bancorp, Inc.:
We consent to the incorporation by reference in the Registration Statement
to be filed on Form S-3 of Boston Private Bancorp, Inc. of our report dated
January 15, 1997, relating to the consolidated balance sheets of Boston Private
Bancorp, Inc. and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for each of the years in the three year period ended December 31, 1996,
which report appears in the December 31, 1996 annual report on Form 10-KSB of
Boston Private Bancorp, Inc. We also consent to the reference to our
Firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
February 13, 1998
