<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-95161
PROSPECTUS
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
3,094,589 SHARES OF COMMON STOCK
Seventeen existing stockholders of Boston Private Financial Holdings, Inc.
are offering to sell 3,094,589 shares of common stock under this prospectus.
The selling stockholders may sell their shares in any manner described in
the "Plan of Distribution" section of this prospectus beginning on page 12.
Our common stock is traded under the symbol "BPFH" on the Nasdaq National
Market. On January 19, 2000, the closing price for our common stock was $8.5625.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DESCRIPTION OF THE RISK
FACTORS THAT YOU SHOULD CAREFULLY CONSIDER BEFORE YOU INVEST IN OUR COMMON
STOCK.
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NEITHER THE SECURITIES EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION, THE COMMISSIONER OF BANKS OF THE COMMONWEALTH OF MASSACHUSETTS, NOR
THE FEDERAL DEPOSIT INSURANCE CORPORATION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------
THESE SECURITIES ARE NOT DEPOSIT ACCOUNTS OF ANY BANK AND ARE NOT INSURED
TO ANY EXTENT BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.
--------------------------------------------
THE DATE OF THIS PROSPECTUS IS FEBRUARY 10, 2000.
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You should rely only on the information incorporated by reference or
contained in this prospectus or any supplement. We have not authorized anyone
else to provide you with different or additional information. You should not
assume that the information in this prospectus or any supplement is accurate as
of any date other than the date on the front of those documents. The selling
stockholders are not making an offer of the common stock in any state where the
offer is not permitted.
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TABLE OF CONTENTS
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<TABLE>
<CAPTION>
Page
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<S> <C>
RISK FACTORS.......................................................... 3
THE COMPANY........................................................... 8
USE OF PROCEEDS...................................................... 10
REGISTRATION RIGHTS.................................................. 11
SELLING STOCKHOLDERS................................................. 12
PLAN OF DISTRIBUTION................................................. 13
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE.......................................................... 13
LEGAL MATTERS........................................................ 14
EXPERTS ............................................................ 14
</TABLE>
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Our address is Boston Private Financial Holdings, Inc., Ten Post Office
Square, Boston, Massachusetts 02109 (telephone number (617) 912-1900).
<PAGE> 3
RISK FACTORS
An investment in our common stock involves various risks. This prospectus
contains forward-looking statements within the meaning of the federal securities
laws. You are cautioned that these forward-looking statements are not guarantees
of future performance and involve risks and uncertainties. Actual events or
results may differ materially from those discussed in the forward-looking
statements as a result of a number of factors, including the factors listed
below and those referenced in our documents which are filed with the SEC and
which are incorporated by reference in this prospectus. In deciding whether or
not to invest in our common stock, you should carefully consider the following
risk factors:
WE MAY NOT BE ABLE TO ATTRACT AND RETAIN BANKING CUSTOMERS AT CURRENT LEVELS
Competition in the local banking industry coupled with our relatively small
size may limit the ability of our banking subsidiary, Boston Private Bank &
Trust Company, to attract and retain banking customers. Boston Private Bank &
Trust Company faces competition from the following:
- other banking 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.
In particular, Boston Private Bank & Trust Company'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. Areas of competition
include interest rates for loans and deposits, efforts to obtain deposits and
range and quality of services provided.
Because Boston Private Bank & Trust Company maintains a smaller staff and
has fewer financial and other resources than larger institutions with which it
competes, it may be limited in its ability to attract customers. In addition,
some of Boston Private Bank & Trust Company's current commercial banking
customers may seek alternative banking sources as they develop needs for credit
facilities larger than Boston Private Bank & Trust Company can accommodate.
If Boston Private Bank & Trust Company is unable to attract and retain
banking customers, it may be unable to continue its loan growth and its results
of operations and financial condition may otherwise be negatively impacted. In
as much as Boston Private Bank & Trust Company is our sole banking subsidiary,
its financial performance is very significant to our overall results of
operations and financial condition.
WE MAY NOT BE ABLE TO ATTRACT AND RETAIN INVESTMENT MANAGEMENT CLIENTS AT
CURRENT LEVELS
Due to the intense local competition and our relatively short history and
limited record of performance in the investment management business, Boston
Private Bank & Trust Company and our investment management subsidiaries,
Westfield Capital Management Company, Inc. and RINET Company, Inc. may not be
able to attract and retain investment management clients at current levels.
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In the investment management industry, we compete primarily with the
following:
- commercial banks and trust companies;
- mutual fund companies;
- investment advisory firms;
- stock brokerage firms;
- law firms; and
- other financial services companies.
Competition is especially keen in our geographic market area, because there
are numerous well established and successful investment management firms in
Boston. Many of our competitors have greater resources than we have.
Our ability to successfully attract and retain investment management
clients is dependent upon the ability of each to compete with its competitors'
investment products, level of investment performance, client services and
marketing and distribution capabilities. If we are not successful, our results
from operations and financial position may be negatively impacted.
In addition, our ability to retain investment management clients may be
impaired by the fact that our investment management contracts are typically
short-term in nature. Approximately 47% of our revenues are derived from
investment management contracts which are typically terminable upon less than 30
days' notice. Most of our clients may withdraw funds from accounts under
management generally in their sole discretion.
Moreover, Westfield Capital receives performance-based fees resulting from
its status as general partner or investment manager of three limited partnership
investment funds. The amount of these fees are impacted directly by the
investment performance of Westfield Capital. As a result, the future revenues
from such fees may fluctuate and may be affected by conditions in the capital
markets and other general economic conditions.
Westfield Capital is our major investment management subsidiary, and its
financial performance is a significant factor in our overall results of
operations and financial condition.
DEFAULTS IN THE REPAYMENT OF LOANS MAY NEGATIVELY IMPACT OUR BUSINESS.
Defaults in the repayment of loans by Boston Private Bank & Trust Company's
customers may negatively impact its business. A borrower's default on its
obligations under one or more of Boston Private Bank & Trust Company's loans may
result in lost principal and interest income and increased operating expenses as
a result of the allocation of management time and resources to the collection
and work-out of the loan.
In certain situations, where collection efforts are unsuccessful or
acceptable work-out arrangements cannot be reached, Boston Private Bank & Trust
Company may have to write-off the loan in whole or in part. In such situations,
Boston Private Bank & Trust Company may acquire any real estate or other assets,
if any, which secure the loan through foreclosure or other similar available
remedies. In such cases, the amount owed under the defaulted loan often exceeds
the value of the assets acquired.
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Boston Private Bank & Trust Company's management periodically makes a
determination of an allowance for loan losses based on available information,
including the quality of its loan portfolio, certain economic conditions, the
value of the underlying collateral and the level of its non-accruing loans.
Provisions to this allowance result in an expense for the period. If, as a
result of general economic conditions or an increase in defaulted loans,
management determines that additional increases in the allowance for loan losses
are necessary, Boston Private Bank & Trust Company will incur additional
expenses.
In addition, bank regulatory agencies periodically review Boston Private
Bank & Trust Company's allowance for loan losses and the values it attributes to
real estate acquired through foreclosure or other similar remedies. Such
regulatory agencies may require Boston Private Bank & Trust Company to adjust
its determination of the value for these items. These adjustments could
negatively impact Boston Private Bank & Trust Company's results of operations or
financial position.
A DOWNTURN IN THE LOCAL ECONOMY OR REAL ESTATE MARKET COULD NEGATIVELY IMPACT
OUR BANKING BUSINESS
A downturn in the local economy or real estate market could negatively
impact our banking business. Because Boston Private Bank & Trust Company serves
primarily individuals and smaller businesses located in eastern Massachusetts
and adjoining areas, with a particular concentration in the Greater Boston
Metropolitan Area, the ability of Boston Private Bank & Trust Company's
customers to repay their loans is impacted by the economic conditions in these
areas. Boston Private Bank & Trust Company's commercial loans are generally
concentrated in the following customer groups:
- real estate developers and investors;
- financial service providers;
- technology companies;
- manufacturing and communications companies;
- professional service providers;
- general commercial and industrial companies; and
- individuals.
Boston Private Bank & Trust Company's commercial loans, with limited
exceptions, are secured by either real estate (usually, income producing
residential and commercial properties), marketable securities or corporate
assets (usually, accounts receivable, equipment or inventory). Substantially all
of Boston Private Bank & Trust Company's residential mortgage and home equity
loans are secured by residential property in eastern Massachusetts. As a result,
conditions in the real estate market specifically, and the Massachusetts economy
generally, can materially impact the ability of Boston Private Bank & Trust
Company's borrowers to repay their loans and affect the value of the collateral
securing these loans.
FLUCTUATIONS IN INTEREST RATES MAY NEGATIVELY IMPACT OUR BANKING BUSINESS
Fluctuations in interest rates may negatively impact the business of Boston
Private Bank & Trust Company. Boston Private Bank & Trust Company's main source
of income from operations is net interest income, which is equal to the
difference between the interest income received on interest-bearing assets
(usually, loans and investment securities) and the interest expense incurred in
connection with interest-bearing
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liabilities (usually, deposits and borrowings). Boston Private Bank & Trust
Company's net interest income can be affected significantly by changes in market
interest rates. In particular, changes in relative interest rates may reduce
Boston Private Bank & Trust Company's net interest income as the difference
between interest income and interest expense decreases. As a result, Boston
Private Bank & Trust Company has adopted asset and liability management policies
to minimize the potential adverse effects of changes in interest rates on net
interest income, primarily by altering the mix and maturity of loans,
investments and funding sources. However, we cannot assure you that a decrease
in interest rates will not negatively impact Boston Private Bank & Trust
Company's results from operations or financial position.
An increase in interest rates could also have a negative impact on Boston
Private Bank & Trust Company's results of operations by reducing the ability of
borrowers to repay their current loan obligations, which could not only result
in increased loan defaults, foreclosures and write-offs, but also necessitate
further increases to Boston Private Bank & Trust Company's allowance for
possible loan losses.
OUR COST OF FUNDS FOR BANKING OPERATIONS MAY INCREASE AS A RESULT OF GENERAL
ECONOMIC CONDITIONS, INTEREST RATES AND COMPETITIVE PRESSURES
Our cost of funds for banking operations may increase as a result of
general economic conditions, interest rates and competitive pressures. Boston
Private Bank & Trust Company has traditionally obtained funds principally
through deposits and through borrowings. As a general matter, deposits are a
cheaper source of funds than borrowings, because interest rates paid for
deposits are typically less than interest rates charged for borrowings.
Historically and in comparison to commercial banking averages, Boston Private
Bank & Trust Company has had a higher percentage of its time deposits in
denominations of $100,000 or more. Within the banking industry, the amounts of
such deposits are generally considered more likely to fluctuate than deposits of
smaller denominations. If as a result of general economic conditions, market
interest rates, competitive pressures or otherwise, the value of deposits at
Boston Private Bank & Trust Company decreases relative to its overall banking
operations, Boston Private Bank & Trust Company may have to rely more heavily on
borrowings as a source of funds in the future.
OUR INVESTMENT MANAGEMENT BUSINESS MAY BE NEGATIVELY IMPACTED BY CHANGES IN
ECONOMIC AND MARKET CONDITIONS
Our investment management business may be negatively impacted by changes in
general economic and market conditions because the performance of such business
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 (meaning that performance results can vary greatly within
short periods of time) 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 our control. We cannot assure you that broad
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
our performance and may adversely affect the assets which we manage.
In addition, Westfield Capital's management 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 a
material adverse effect on our results of operations and financial condition.
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OUR INVESTMENT MANAGEMENT BUSINESS IS HIGHLY REGULATED
Our investment management business is highly regulated, primarily at the
federal level. The failure of any of our subsidiaries that provide investment
management services 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.
Specifically, three of our subsidiaries, including Westfield Capital and
RINET are registered investment advisers under the Investment Advisers Act of
1940. The Investment Advisers Act imposes numerous obligations on registered
investment advisers, including fiduciary, record keeping, operational and
disclosure obligations. These subsidiaries, as investment advisers, are also
subject to regulation under the federal and state securities laws and the
fiduciary laws of certain states. In addition, Westfield Capital acts as a
subadviser to a mutual fund which is registered under the Investment Company Act
of 1940 and is subject to that act's provisions and regulations.
We are also subject to the provisions and regulations of ERISA to the
extent we act as a "fiduciary" under ERISA with respect to certain of our
clients. ERISA and the applicable provisions of the federal tax laws, impose a
number of duties on persons who are fiduciaries under ERISA and prohibit certain
transactions involving the assets of each ERISA plan which is a client of ours,
as well as certain transactions by the fiduciaries (and certain other related
parties) to such plans.
In addition, applicable law provides that all investment contracts with
mutual fund clients may be terminated by the 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.
Boston Private Financial Holdings itself does not manage investments for
clients, does not provide any investment management services and, therefore, is
not a registered investment adviser. Boston Private Bank & Trust Company is
exempt from the regulatory requirements of the Investment Advisors Act of 1940,
but is subject to extensive regulation by the Federal Deposit Insurance
Corporation and the Commissioner of Banks of The Commonwealth of Massachusetts.
OUR BANKING BUSINESS IS HIGHLY REGULATED
Bank holding companies and state chartered banks operate in a highly
regulated environment and are subject to supervision and examination by federal
and state regulatory agencies. Boston Private Financial Holdings is subject to
the federal Bank Holding Company Act of 1956, and to regulation and supervision
by the Federal Reserve Board. Boston Private Bank & Trust Company, as a
Massachusetts chartered trust company the deposits of which are insured by the
Federal Deposit Insurance Corporation, is subject to regulation and supervision
by the Massachusetts Commissioner of Banks and the FDIC.
Federal and state laws and regulations govern numerous matters including
changes in the ownership or control of banks and bank holding companies,
maintenance of adequate capital and the financial condition of a financial
institution, permissible types, amounts and terms of extensions of credit and
investments, permissible non-banking activities, the level of reserves against
deposits and restrictions on dividend payments. The FDIC and the Massachusetts
Commissioner of Banks possess cease and desist powers to prevent or remedy
unsafe or unsound practices or violations of law by banks subject to their
regulation, and the Federal Reserve Board possesses similar powers with respect
to bank holding companies. These and other restrictions limit the manner in
which the Boston Private Financial Holdings and Boston Private Bank & Trust
Company may conduct business and obtain financing.
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Furthermore, our banking business is affected not only by general economic
conditions, but also by the monetary policies of the Federal Reserve Board.
Changes in monetary or legislative policies may affect the interest rates Boston
Private Bank & Trust Company must offer to attract deposits and the interest
rates it must charge on its loans, as well as the manner in which it offers
deposits and makes loans. These monetary policies have had, and are expected to
continue to have, significant effects on the operating results of depository
institutions generally including Boston Private Bank & Trust Company.
TO THE EXTENT THAT WE ACQUIRE OTHER COMPANIES IN THE FUTURE, OUR BUSINESS MAY BE
NEGATIVELY IMPACTED BY CERTAIN RISKS INHERENT WITH SUCH ACQUISITIONS
Although we do not have an aggressive acquisition strategy, we have in the
past considered, and will in the future continue to consider, the acquisition of
other banking and investment management companies. To the extent that we acquire
other companies in the future, our business may be negatively impacted by
certain risks inherent with such acquisitions. These risks include the
following:
- the risk that the acquired business will not perform in
accordance with management's expectations;
- the risk that difficulties will arise in connection with the
integration of the operations of the acquired business with the
operations of our banking or investment management businesses;
- the risk that management will divert its attention from other
aspects of our business;
- the risk that we may lose key employees of the acquired business;
and
- the risks associated with entering into geographic and product
markets in which we have limited or no direct prior experience.
THE REGISTRATION OF THE SHARES BEING OFFERED UNDER THIS PROSPECTUS MAY
NEGATIVELY AFFECT THE MARKET VALUE OF OUR COMMON STOCK AND COULD IMPACT OUR
ABILITY TO OBTAIN ADDITIONAL EQUITY FINANCING
The registration of the 3,094,589 shares of common stock being offered
under this prospectus may enable the 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
these shares for future sale, could adversely affect the market price for our
common stock and could impair our ability to obtain additional capital in the
future through an offering of equity securities should we desire to do so.
THE COMPANY
Boston Private Financial Holdings is a Massachusetts corporation and a
registered bank holding company under the Bank Holding Company Act of 1956. We
are the parent holding company of Boston Private Bank & Trust Company, our
wholly-owned bank subsidiary. Boston Private Bank & Trust Company is a trust
company chartered in Massachusetts and insured by the Federal Deposit Insurance
Corporation.
On October 31, 1997, we acquired Boston-based Westfield Capital Management
Company, Inc. In this transaction, which was accounted for as a pooling of
interests, the former stockholders of Westfield Capital received 3,918,367
shares of our common stock. The purchase price was based on the average price of
our common stock from January 1, 1997 through August 12, 1997, which was
approximately $6 1/8. In addition,
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the former stockholders of Westfield Capital were granted registration rights in
connection with the issuance of the shares in this transaction. See
"Registration Rights."
On October 15, 1999, we acquired RINET Company, Inc., an integrated tax,
financial investment consulting firm also located in Boston, Massachusetts. Like
the Westfield Capital transaction, this transaction was accounted for as a
pooling of interests, and the former stockholders of RINET received 765,697
shares of our common stock valued at $6 million. The former stockholders of
RINET were granted registration rights in connection with the issuance of shares
in this transaction. See "Registration Rights."
We conduct substantially all of our business through our wholly-owned
subsidiaries, Boston Private Bank & Trust Company, Westfield Capital and RINET.
Westfield Capital is located at One Financial Center in Boston, Massachusetts,
RINET is located at 213 Union Wharf, Boston, Massachusetts, and our principal
offices are located at Ten Post Office Square, Boston, Massachusetts.
Through Boston Private Bank & Trust Company, we pursue a "private banking"
business strategy and are 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. Boston Private Bank & Trust Company offers a broad
range of basic deposit services, including checking and savings accounts, with
automated teller machine access, and cash management services through sweep
accounts and repurchase agreements. Boston Private Bank & Trust Company also
offers commercial, residential mortgage, home equity and consumer loans. In
addition, Boston Private Bank & Trust Company provides investment advisory and
asset management services, securities custody and safekeeping services, trust
and estate administration and IRA and Keogh accounts.
Through Westfield Capital, we serve the investment needs of individuals,
families, trusts, endowments, foundations, pension and profit-sharing plans and
401(k) plans. Westfield Capital invests primarily in equities of companies which
it expects to grow at above normal rates, and although Westfield Capital is not
limited to such investments, it has a particular focus on companies deemed to
have small to mid-sized capitalizations. In addition, Westfield Capital acts as
the managing general partner or investment manager of three limited
partnerships, one of which invests primarily in technology stocks and the other
two of which invest primarily in equities of growth companies.
Through RINET, we engage in financial planning and asset allocation for
very affluent individuals and families.
INVESTMENT MANAGEMENT
We provide a range of investment management services to individuals,
families, trusts, endowments, foundations, pension and profit-sharing plans and
401(k) plans. These services include the 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.
TRUST ADMINISTRATION
Acting as a fiduciary, we provide trust administration and estate
settlement services. The services we provide include the ongoing fiduciary
review of trust instruments, 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.
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CUSTODIAN SERVICES
We provide custodian services, including the safekeeping of securities, the
settlement of securities transactions, the execution of trades and the automatic
investment of cash balances.
LENDING ACTIVITIES
Through Boston Private Bank & Trust Company, we specialize in lending to
individuals and small businesses, including non-profit organizations,
partnerships and professional corporations and associations. Loans made by
Boston Private Bank & Trust Company 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 to businesses include commercial mortgage loans,
revolving lines of credit, working capital loans, equipment financing and
letters of credit. Generally, we lend only to borrowers located in eastern New
England or to borrowers who may be located farther away, but who have collateral
deposited with us in the form of cash or marketable securities or other
collateral within our market area.
ASSET AND LIABILITY MANAGEMENT
Generally, our objective with respect to asset and liability management is
to maximize profit potential while minimizing the vulnerability of our
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. Our actions in this regard are taken
under the guidance of an Asset and Liability Management Committee which is
comprised of members of senior management. This committee is involved in
formulating the economic assumptions that we use in our financial planning and
budgeting process and establishes policies which control and monitor the
sources, uses and pricing of funds. We have not engaged in any hedging
activities.
INVESTMENT ACTIVITIES
Our investment activities are an integral part of our overall
asset/liability management. Our banking 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 we may invest
are subject to regulation and limited to securities which are considered
"investment grade" securities.
SOURCES OF FUNDS
Deposits made at Boston Private Bank & Trust Company's office location and
through ATMs provide a major source of funds for use in lending and for other
general business purposes. In addition, Boston Private Bank & Trust Company also
relies on borrowings as a source of funds for its operations. As a result,
Boston Private Bank & Trust Company has established various borrowing
arrangements, including Federal Home Loan Bank of Boston 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
We will not receive any proceeds from the sale by the selling stockholders
of the shares being offered by this prospectus.
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REGISTRATION RIGHTS
The registration of the shares being sold in this offering will discharge
our remaining obligations under the terms of a registration rights agreement
with the former stockholders of Westfield Capital and all of our obligations
under the terms of a registration rights agreement with the former stockholders
of RINET.
Pursuant to the registration rights agreements with the former stockholders
of Westfield Capital and RINET, we agreed to pay all expenses of registering the
shares, including the legal fees of one legal counsel for the selling
stockholders as a group. However, we are not obligated to pay any other legal
expenses, brokerage and underwriting commissions, taxes of any kind and any
accounting and other similar expenses of the selling stockholders. We also
agreed 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 has severally agreed
to indemnify Boston Private Financial Holdings and its directors, officers and
any person who controls Boston Private Financial Holdings against all losses,
claims, damages and expenses arising under the securities laws insofar as such
losses, claims, damages or expenses relate to information furnished to Boston
Private Financial Holdings by such selling stockholder for use in the
registration statement or this prospectus or any amendment or supplement thereto
or the failure by such selling stockholder (through no fault of Boston Private
Financial Holdings) to deliver or cause to be delivered this prospectus or any
amendment or supplement thereto to any purchaser of shares covered by this
prospectus.
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SELLING STOCKHOLDERS
The shares of common stock being sold under this prospectus are being
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 15, 2000. The amounts set forth below
are based upon information provided by the selling stockholders and are accurate
to the best of our knowledge.
<TABLE>
<CAPTION>
Shares of
Shares of Common Stock Owned
Common Stock Shares of After the Offering
Beneficially Owned Common Stock ------------------
Selling Stockholder as of January 15, 2000(1) Offered Hereby Number(1) Percent (2)
- ------------------- ------------------------- -------------- --------- -----------
<S> <C> <C> <C> <C>
Karen B. Agnew 35,589 35,514 75 *
Arthur J. Bauerfeind (3) 767,262 261,387 505,875 4.35%
David Boyce (4) 48,829 35,514 13,315 *
Michael Chapman 449,663 449,588 75 *
Stephen C. Demirjian (5) 117,855 108,380 9,475 *
Hazard Family Foundation 145,000 45,000 100,000 *
Hazard Limited Partnership 1,211,426 1,211,426 0 *
C. Michael Hazard (6) 108,375 25 108,350 *
Valerio Iannalfo 153,189 153,139 50 *
Patrick B. Maraghy 262,575 262,525 50 *
Mother Caroline Academy 650 650 0 *
William A. Muggia (7) 82,591 72,866 9,725 *
Murray State University Foundation 28,000 28,000 0 *
Mary Ann Rodrigue 51,097 51,047 50 *
Jill A. Roeting (8) 19,449 15,514 3,935 *
Richard N. Thielen 299,036 298,986 50 *
B. Randall Watts (9) 70,797 65,028 5,769 *
--------- --------- ------- ----
Total 3,851,383 3,094,589 756,794 6.49%
</TABLE>
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* Less than 1%.
(1) Includes options to purchase shares of common stock that are exercisable
within 60 days of January 15, 2000.
(2) Based on 11,616,070 outstanding shares of common stock as of January 15,
2000. Options to purchase shares of common stock that are exercisable
within 60 days of January 15, 2000 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.
(3) Includes 5,750 shares subject to options exercisable within 60 days of
January 15, 2000.
(4) Includes 3,990 shares subject to options exercisable within 60 days of
January 15, 2000.
(5) Includes 7,350 shares subject to options exercisable within 60 days of
January 15, 2000.
(6) Includes 8,250 shares subject to options exercisable within 60 days of
January 15, 2000.
(7) Includes 7,600 shares subject to options exercisable within 60 days of
January 15, 2000.
(8) Includes 3,010 shares subject to options exercisable within 60 days of
January 15, 2000.
(9) Includes 4,081 shares subject to options exercisable within 60 days of
January 15, 2000.
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PLAN OF DISTRIBUTION
The shares of common stock covered by this prospectus may be offered and
sold from time to time by the selling stockholders. The selling stockholders
will act independently of Boston Private Financial Holdings in making decisions
with respect to the timing, manner and size of each sale. Such sales may be made
in transactions on the Nasdaq National 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 selling stockholders may sell their shares of common stock by one
or more of the following methods:
- purchases by a broker-dealer as principal and resale by such broker or
dealer for its account pursuant to this prospectus;
- ordinary brokerage transactions and transactions in which a broker
solicits purchasers;
- block trades in which a broker-dealer will attempt to sell the shares
as agent, but may position and resell a portion of the block as
principal to facilitate the transaction; and
- through one or more underwritten offerings on a firm commitment or
best efforts basis.
In effecting sales, broker-dealers engaged by the selling stockholders may
arrange for other broker-dealers to participate. Broker-dealers will receive
commissions or discounts from the selling stockholders in amounts to be
negotiated immediately prior to the sale.
In offering the shares of common stock covered by this prospectus, 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 selling stockholders may also sell their shares in accordance with Rule
144 under the Securities Act of 1933, rather than pursuant to this prospectus,
regardless of whether the shares are covered by this prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement that we filed with the
SEC to register the common stock offered in this offering. It does not repeat
important information that you can find in the registration statement or in the
reports and other documents that we file with the SEC. The SEC allows us to
"incorporate by reference" the information we file with them. This means that we
can disclose important information to you by referring to other documents that
are legally considered to be part of this prospectus, and later information that
we file with the SEC will automatically update and supersede the information in
this prospectus and the documents listed below. We incorporate by reference the
documents listed below, and any future filings made with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the
selling stockholders sell all the shares of common stock offered under this
prospectus:
- our Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
- our Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 1999;
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- our Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1999;
- our Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1999;
- our Current Report on Form 8-K dated January 20, 2000; and
- the description of our common stock contained in the registration
statement on Form SB-2 filed on August 30, 1993, including all
amendments and reports updating such description.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address: Boston Private Financial Holdings,
Inc., Ten Post Office Square, Boston, Massachusetts 02109, Attention: Corporate
Secretary (telephone number (617) 912-1900).
You should rely only on the information incorporated by reference or
contained in this prospectus or any supplement. We have not authorized anyone
else to provide you with different or additional information. You should not
assume that the information in this prospectus or any supplement is accurate as
of any date other than the date on the front of those documents. The selling
stockholders are not making an offer of these securities in any state where the
offer is not permitted.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information electronically with the SEC. You may read a copy of any reports,
statements or other information that we file with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. Please call the SEC
at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC
filings are also available from the Internet site maintained by the SEC at
http://www.sec.gov.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered hereby
will be passed upon for Boston Private Financial Holdings by its counsel,
Goodwin, Procter & Hoar LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of Boston Private Financial Holdings
and its subsidiaries included in the Annual Report on Form 10-K for the year
ended December 31, 1998 have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.
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================================================================================
3,094,589 SHARES
BOSTON PRIVATE
FINANCIAL HOLDINGS, INC.
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
February 10, 2000
================================================================================
