<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2000
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 FINANCIAL HOLDINGS, 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) 912-1900
(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 Financial Holdings, Inc.
Ten Post Office Square
Boston, Massachusetts 02109
(617) 912-1900
(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. LEE MEYERSON, ESQ.
ANDREW F. VILES, ESQ. Simpson Thacher & Bartlett
Goodwin, Procter & Hoar LLP 425 Lexington Avenue
Exchange Place New York, New York
Boston, Massachusetts 02109-2881 (212) 455-2000
(617) 570-1000
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable 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. / /
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
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SHARES 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 3,450,000 shares $11.03125 $38,057,812.50 $10,047.27
=================================================================================================
</TABLE>
(1) Based upon the average of the high and low sale prices reported on the
Nasdaq National Market on July 17, 2000 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>
The information in this prospectus is not complete and may be changed. Boston
Private Financial Holdings, Inc. may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer and
sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 24, 2000
3,000,000 SHARES
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
COMMON STOCK
$ PER SHARE
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This is a public offering of common stock of Boston Private Financial Holdings,
Inc. We are offering 3,000,000 shares of common stock with this prospectus. This
is a firm commitment underwriting.
Our common stock is traded under the symbol "BPFH" on the Nasdaq National
Market. On July 20, 2000, the closing price for our common stock was $11.25.
OUR SHARES ARE NOT DEPOSIT ACCOUNTS OF ANY BANK AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DESCRIPTION OF THE RISK FACTORS
THAT YOU SHOULD CAREFULLY CONSIDER BEFORE YOU INVEST IN OUR COMMON STOCK.
<TABLE>
<CAPTION>
PER SHARE TOTAL
--------- -----
<S> <C> <C>
Price to public................................... $ $
Underwriting discount.............................
Proceeds to Our Company...........................
</TABLE>
We have granted an over-allotment option to the underwriters. Under this option,
the underwriters may elect to purchase up to a maximum of 450,000 additional
shares from us within 30 days following the date of this prospectus to cover
over-allotments.
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NEITHER THE SECURITIES AND 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.
CIBC WORLD MARKETS
THE ROBINSON - HUMPHREY COMPANY
TUCKER ANTHONY CLEARY GULL
The date of this prospectus is __________, 2000.
<PAGE>
Table of Contents
<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary................................................... 2
Risk Factors......................................................... 5
Forward-Looking Statements........................................... 11
Use of Proceeds...................................................... 12
Capitalization....................................................... 12
Business............................................................. 13
About This Prospectus................................................ 15
Where You Can Find More Information.................................. 15
Underwriting......................................................... 16
Legal Matters........................................................ 18
Experts.............................................................. 18
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</TABLE>
The underwriters are offering the shares subject to various conditions and may
reject all or part of any order.
<PAGE>
Prospectus Summary
THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED IN OTHER PARTS OF THIS PROSPECTUS.
IT DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD CONSIDER BEFORE
INVESTING IN SHARES OF OUR COMMON STOCK. YOU SHOULD READ THE ENTIRE PROSPECTUS
CAREFULLY.
BOSTON PRIVATE FINANCIAL HOLDINGS
We are a financial services holding company that focuses on providing wealth
management services to our high net worth client base.
We deliver banking, trust, investment management and financial planning services
through our three principal subsidiaries:
- Boston Private Bank & Trust Company, a Massachusetts chartered trust
company founded in 1987, which provides banking, investment management
and trust services to our clients;
- RINET, which offers strategic tax and estate planning and preparation
services, asset allocation, investment management and family office
services to our clients; and
- Westfield Capital Management, an investment management company, with
$2.1 billion of assets under management from high net worth individuals
and institutions.
Our operational strategy is premised on the following principles:
- We focus on selected products to attract high net worth clients, and
support and enhance wealth creation and wealth transfer throughout their
lives. These products include jumbo mortgage loans to established and
emerging high net worth clients; commercial lending, cash management and
deposit services to owner managed middle market companies; financial
planning services, including tax planning and preparation, investment
analysis, estate planning and trust management; and private asset
management products to high net worth clients to meet their investment
objectives.
- We are seeking to diversify both geographically to targeted areas of new
wealth in the U.S., initially through our pending acquisition of Sand
Hill Advisors in Menlo Park, California, and by product to provide for
our clients'needs at various points of their financial life cycle.
- We are creating a sales culture through incentive based compensation to
effectively cross market our services among our subsidiaries to best
leverage their respective expertise.
- We outsource all non-client related activities to minimize our overhead
and keep our management focused on delivering client service.
At June 30, 2000, we had, on a pro forma basis reflecting our pending
acquisition of Sand Hill Advisors, $4.9 billion in assets under management,
of which 75% were invested in equity securities, 17% were invested in fixed
income accounts and the remaining 8% were held in cash. The amount of assets
under management at Sand Hill Advisors includes approximately $300 million in
restricted stock managed under a special program for entrepreneurs and
employees of primarily technology companies which is less actively managed
and is administered under a discounted management fee arrangement.
At June 30, 2000, we managed assets for approximately 2000 individual
accounts. We provide large and small cap growth styles of equity investing
through separate accounts, trust accounts and limited partnerships engaged
primarily in hedging activities. At June 30, 2000 we had total balance sheet
assets of $730.5 million, total loans of $520.8 million, total deposits of
$575.5 million and equity of $43.6 million. Over the past five years, our
earnings per share have grown 18.2% on a compounded annual basis. For the
same period, our return on average common equity has
2
<PAGE>
averaged 21.60%. Our non-interest income as a percentage of total revenue was
58.74% for the year ended December 31, 1999 and 54.67% for the six months
ended June 30, 2000, underscoring our business diversification and focus on
providing fee-generating services. If the pending Sand Hill Advisors
acquisition had been completed at the beginning of the relevant period,
non-interest income as a percentage of total revenue would have been 61.90%
for the year ended December 31, 1999 and 58.12% for the six months ended June
30, 2000.
RECENT EVENTS
On June 9, 2000, we signed an agreement to acquire Sand Hill Advisors, Inc.,
an 18-year old investment advisory firm servicing the wealth management
market, primarily in Northern California. Sand Hill Advisors, which is based
in Menlo Park, California, will operate as our wholly owned subsidiary
following the closing. At June 30, 2000, Sand Hill Advisors had approximately
170 clients and $1.0 billion in assets under management. We estimate the
purchase price will be $16 million, which includes the initial and contingent
payments, and will be paid using a combination of cash (75%) and our common
stock (25%). In connection with the transaction, several of the principals of
Sand Hill Advisors will enter into long- term employment agreements and
non-competition/non-solicitation agreements with us. The closing of this
acquisition is subject to customary closing conditions for transactions of
this type, including bank regulatory approvals and the receipt of consents
from Sand Hill Advisors' clients.
On July 20, 2000, we announced our second quarter results. Our net income for
the six months ended June 30, 2000 was $4.0 million, or $0.33 per diluted
share, which marked a 31.8% increase over the results for the same period in
1999. Our net interest income increased by $2.8 million, or 33.8%, from
period to period, reflecting not only significant growth in average earning
assets but also slight improvement in net interest margin. We also announced
that we would pay our stockholders of record on August 1, 2000 a dividend of
$0.03 per share on August 15, 2000. We finished the second quarter with
approximately $3.9 billion in assets under management, up nearly 31.6% from
June 30, 1999, and up 7.1% from year-end. The acquisition of Sand Hill
Advisors will add approximately $1.0 billion to that total. At June 30, 2000,
we had $730.5 million in assets, an increase of 28.8% from the end of 1999.
Loans increased 15.6% from levels at December 31, 1999 and deposits increased
36.9% from levels at December 31, 1999. Finally, for the six months ended
June 30, 2000 we had a return on average equity of 19.41% and a return on
average assets of 1.24%.
Boston Private Financial Holdings, Inc. was incorporated in Massachusetts in
1987 and is a registered bank holding company under the Bank Holding Company
Act of 1956. Our address is Ten Post Office Square, Boston, Massachusetts
02109 (telephone number (617) 912-1900).
THE OFFERING
<TABLE>
<S> <C>
Common stock being offered....................... 3,000,000 shares (excluding
shares which may be issued
pursuant to the over-allotment
option)
Common stock to be outstanding after
this offering.................................. 14,776,488 shares
Use of proceeds.................................. Up to $ million to finance
Sand Hill Advisors acquisition
and remainder for general
corporate purposes
Nasdaq National Market symbol.................... BPFH
Annual dividends per share, commenced
January 15, 2000............................... $0.12
</TABLE>
The number of shares that will be outstanding after this offering
excludes 1,442,624 shares of common stock issuable upon the exercise of stock
options outstanding as of June 30, 2000.
3
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL DATA
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
As of and for the
AS OF AND FOR THE YEAR ENDED SIX MONTHS ENDED JUNE 30
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1995 1996 1997 1998 1999 1999 2000
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<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS UNDER MANAGEMENT.........$1,683,000 $2,075,000 $2,410,000 $2,839,000 $3,660,000 $2,980,000 $3,921,000
OPERATING RATIOS
Return on average assets........ 1.99% 2.14% 1.13%(3) 1.34% 1.41% 1.25% 1.24%
Return on average common
equity...................... 27.05% 29.00% 13.39%(3) 18.54% 20.05% 17.51% 19.41%
Total fees and other income/total
revenue(1).................. 59.31% 61.49% 58.71% 58.43% 58.74% 56.14% 54.67%
Net interest margin(2).......... 3.52% 3.85% 3.99% 3.78% 3.76% 3.68% 3.76%
INCOME STATEMENT
Net interest income............. $7,498 $9,311 $11,394 $14,148 $17,535 $8,301 $11,107
Total fees and other income..... 10,929 14,866 16,198 19,886 24,960 10,624 13,395
Net income (after tax).......... 4,402 5,493 3,526(3) 5,471 7,196 3,015 3,968
Diluted earnings per share ..... $0.43 $0.52 $0.30(3) $0.46 $0.60 $0.25 $0.33
Basic earnings per share ....... $0.44 $0.53 $0.31 $0.48 $0.62 $0.26 $0.34
Average diluted shares
outstanding.................10,160,000 10,646,000 11,725,697 11,888,357 11,910,444 11,889,953 12,089,100
Average common shares
outstanding................. 9,957,000 10,363,000 11,355,697 11,483,814 11,590,757 11,568,670 11,696,838
BALANCE SHEET
Total assets ................... $245,926 $294,424 $369,543 $457,815 $567,373 $529,052 $730,536
Loans........................... 155,256 206,107 276,825 348,951 450,388 394,852 520,822
Deposits........................ 178,885 209,302 258,301 334,852 420,535 392,607 575,525
Borrowings...................... 41,983 54,864 79,753 82,643 97,259 93,833 103,906
Shareholders' equity............ 19,224 26,140 26,292 32,613 39,145 35,448 43,621
ASSET QUALITY
Non-performing loans to total
loans....................... 0.41% 0.47% 0.27% 0.16% 0.29% 0.24% 0.21%
Non-performing assets to total
assets ..................... 0.36% 0.36% 0.23% 0.12% 0.23% 0.18% 0.15%
Loans charged-off to average
loans ...................... 0.05% 0.04% 0.02% 0.13% 0.03% (0.01)% (0.02)%
Allowance for loan losses to
total loans ................ 1.25% 1.25% 1.32% 1.26% 1.18% 1.29% 1.32%
Allowance for loan losses to
non-performing loans ....... 304.87% 262.10% 487.95% 776.28% 405.16% 510.89% 560.72%
CAPITAL ADEQUACY
Risk based capital ratio:
Tier 1...................... 11.38% 12.95% 9.94% 10.61% 9.59%
Total....................... 12.63% 14.20% 11.20% 11.87% 10.84%
Leverage ratio.............. 6.21% 7.90% 6.64% 6.54% 6.57%
</TABLE>
(1) Total revenue is defined as net interest income plus fees and other
income.
(2) Net interest margin represents net interest income on a fully-taxable
equivalent basis as a percentage of average interest-earning assets.
(3) Before deducting $1.2 million of non-recurring merger expenses, net
income for the year ended December 31, 1997 was $4.7 million, or $0.40 per
share, return on average assets was 1.52% and return on average common
equity was 17.94%.
4
<PAGE>
RISK FACTORS
BEFORE PURCHASING SHARES, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS
DESCRIBED BELOW. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCURS, IT COULD
MATERIALLY ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. THE RISKS AND UNCERTAINTIES BELOW ARE NOT THE ONLY ONES WE ARE
FACING. WE MAY HAVE OTHER RISKS OR UNCERTAINTIES OF WHICH WE ARE NOT YET AWARE
OR WHICH WE CURRENTLY BELIEVE ARE IMMATERIAL THAT MAY ALSO IMPAIR OUR BUSINESS
OPERATIONS. IF ANY OF THESE RISKS AND UNCERTAINTIES SHOULD OCCUR, THE TRADING
PRICE OF OUR COMMON STOCK COULD DECLINE AND YOU MAY LOSE ALL OR PART OF THE
MONEY YOU PAID TO BUY SHARES OF OUR COMMON STOCK.
A DECLINE IN SECURITIES PRICES COULD ADVERSELY AFFECT OUR BUSINESS
Our investment management business could be adversely affected by a decline in
the financial and securities markets. Declines in prevailing securities prices
could occur as a result of a number of factors, including an economic downturn
or financial crisis in the U.S. or abroad, political events, adverse public
perceptions of economic prospects or general market volatility, all of which are
beyond our control. In recent periods the U.S. and certain foreign securities
markets have experienced unprecedented levels of volatility (meaning that price
levels can vary greatly within short periods of time). The increases in our
assets under management over the past several years have been attributable in
part to rising market prices for equity securities. A decline in prevailing
market prices could have the opposite effect. Because most of our investment
advisory contracts provide for fees based on the market value of the assets
under management, declines in securities prices may have a material adverse
effect on our results of operations and financial condition.
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 are likely to fluctuate and may be affected by
conditions in the capital markets and other general economic conditions.
Even when securities prices are generally rising, performance can be affected
by investment style. We have historically focused on the growth style of
investing, which has been more successful in recent years than the value
style. While we have made efforts to diversify our investing styles over the
past several years, the small to mid cap growth style of investing remains
our predominant investing style and will remain so following our acquisition
of Sand Hill Advisors. If market conditions were to change such that the
value style of investing became significantly more successful, our investment
operations could be adversely affected.
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.
5
<PAGE>
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 given
its relatively small capital base.
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. Because
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.
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.
Competition is based on a number of factors, including the range of products
offered, brand recognition, investment performance, the level of fees and
commissions charged for services and the customer perception of financial
strength. Many of our competitors have significantly greater capital and other
resources than we do and offer a broader line of products and services than we
do. The recent trend toward consolidation within the investment management,
securities and banking industries has increased these competitive pressures. In
addition, since there are relatively few barriers to entry by new investment
management firms, we expect additional competition in the future.
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. Substantially all of our investment management 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.
6
<PAGE>
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 our 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 real estate or other assets 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.
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.
Bank regulatory agencies also periodically review Boston Private Bank & Trust
Company's allowance for loan losses and the values attributed to real estate
acquired through foreclosure or other similar remedies. These regulatory
agencies may require Boston Private Bank & Trust Company to reduce its
determination of the value for these items.
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
7
<PAGE>
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. In addition,
because of the concentration of loans in this region, a natural catastrophe such
as a hurricane could adversely affect the value of the collateral securing a
substantial portion of 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 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 significant change 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 BUSINESSES ARE HIGHLY REGULATED AND FAILURE TO COMPLY WITH THOSE
REGULATIONS COULD ADVERSELY AFFECT OUR BUSINESS
INVESTMENT MANAGEMENT
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 as is Sand Hill Advisors, Inc. 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
8
<PAGE>
state securities laws and the fiduciary laws of certain states. In addition,
Westfield Capital acts as a subadvisor 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 related 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.
BANKING
Bank holding companies and 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 Boston Private Financial Holdings and Boston
Private Bank & Trust Company may conduct business and obtain financing.
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.
IN CONNECTION WITH OUR ACQUISITION OF SAND HILL ADVISORS AND 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, particularly to the extent
we are entering new geographic markets,
9
<PAGE>
- 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.
In addition, our pending acquisition of Sand Hill Advisors is subject to a
number of contingencies, including receipt of bank regulatory approvals and
consents from Sand Hill Advisors' clients. Receipts of these approvals and
consents may take longer than we anticipate or they may not be received at
all. As a result, our pending acquisition of Sand Hill Advisors may be
delayed or may not occur at all.
THE MARKET PRICE OF OUR COMMON STOCK HAS FLUCTUATED, AND COULD FLUCTUATE
SIGNIFICANTLY
The market price of our common stock has been volatile in the past and could
continue to be subject to wide fluctuations in response to quarterly variations
in our operating results, including fluctuations in the availability and price
of purchased loans, changes in earnings estimates by analysts, material
announcements by us or our competitors, governmental regulatory action, the
liquidity of the market for our common stock, changes in general economic or
market conditions and broad market fluctuations, or other events or factors,
many of which are beyond our control. The stock market has experienced extreme
price and volume fluctuations which have affected market prices of smaller
capitalization companies and which often have been unrelated to the operating
performance of such companies. In addition, our operating results may be below
the expectations of securities analysts and investors. In such event, the price
of our common stock would likely decline, perhaps substantially.
WE MAY NOT CONTINUE TO PAY DIVIDENDS ON OUR COMMON STOCK
Until the fourth quarter of 1999, we had never declared or paid cash dividends
on our common stock. Our ability to pay dividends is subject to regulatory
limitations. We are under no obligation to continue to pay dividends and we may
discontinue payment of dividends at any time.
THE PROVISIONS OF OUR GOVERNING DOCUMENTS MAY MAKE IT MORE DIFFICULT FOR US TO
BE ACQUIRED
Federal and state laws impose restrictions, including regulatory approval
requirements, on the acquisition of control of a bank holding company such as
Boston Private Financial Holdings. In addition, our Articles of Organization and
By-laws contain anti-takeover provisions, including a staggered board of
directors, a class of authorized but unissued preferred stock, and advance
notice provisions for proposals by stockholders at stockholder meetings.
10
<PAGE>
FORWARD-LOOKING STATEMENTS
This prospectus includes and incorporates forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements are subject to
a number of risks and uncertainties. All statements, other than statements of
historical facts included or incorporated in this prospectus, regarding our
strategy, future operations, financial position and estimated revenues,
projected costs, prospects, plans and objectives of management are forward-
looking statements. When used in this prospectus, the words "will," "believe,"
"anticipate," "intend," "estimate," "expect," "project" and similar expressions
are intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. We cannot guarantee
future results, levels of activity, performance or achievements and you should
not place undue reliance on our forward-looking statements. Our forward-looking
statements do not reflect the potential impact of any future acquisitions,
mergers, dispositions, joint ventures or strategic investments. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including the risks described under
"Risk Factors" and elsewhere in this prospectus.
11
<PAGE>
USE OF PROCEEDS
Our net proceeds from the sale of the 3,000,000 shares of our common stock
offered by us are estimated to be $[ ] million ($[ ] million if the
underwriters' over-allotment option is exercised in full) at an assumed
public offering price of $[ ] per share and after deducting the estimated
underwriting discount and estimated offering expenses payable by us. We
intend to use approximately $__ million of the net proceeds from this
offering for the purchase of Sand Hill Advisors and the remainder for general
corporate purposes, including capital contributions to our subsidiaries to
support the future growth of their businesses.
12
<PAGE>
CAPITALIZATION
The following table sets forth our capitalization at June 30, 2000 on an actual
basis and as adjusted to reflect the sale by us of the 3,000,000 shares of
common stock offered by this prospectus at an assumed offering price of
$____ per share and the application of the net proceeds of this offering as set
forth under "Use of Proceeds."
<TABLE>
<CAPTION>
JUNE 30, 2000
-------------
AS
ACTUAL ADJUSTED
------ --------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Stockholders' Equity:
Undesignated preferred stock, $1 par value,
2,000,000 shares authorized; none issued or
outstanding............................................ -- --
Common stock, $1.00 par value, 30,000,000 shares
authorized; 11,776,488 shares issued and
outstanding actual; 14,776,488 issued and outstanding
as adjusted(1)......................................... $11,776 $
Additional paid-in capital.............................. 13,078
Retained earnings....................................... 20,016
Accumulated other comprehensive (loss) income........... (1,248)
------- -------
Total stockholders' equity.............................. 43,621
------- -------
Total capitalization...................................... $43,621 $
======= =======
</TABLE>
--------------------------------------------
(1) Excludes 1,442,624 shares of common stock which may be issued under stock
options outstanding at June 30, 2000.
13
<PAGE>
BUSINESS
OUR 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.
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 Boston Private
Bank & Trust Company 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, tax planning and investment
management services for affluent individuals and families. Services we offer
through RINET include tax preparation, asset allocation, estate planning,
charitable planning, and planning for employment benefits, including 401(k)
plans, alternative investment analysis and mutual fund investing.
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
14
<PAGE>
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.
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.
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.
LEGAL PROCEEDINGS
We are not currently a party to any material legal proceedings. One of our
subsidiaries has recently received correspondence on behalf of one of its
former investment management clients claiming that the subsidiary is
responsible for underperformance of allegedly $5.1 million when compared to
the former client's portfolio performance targets. Our subsidiary disputes
the former client's allegations and, if legal action is commenced, we intend
to defend the matter vigorously.
15
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the Securities
and Exchange Commission, or SEC, to register the shares offered in this
offering. It does not repeat important information that you can find in our
registration statement or in the reports and other documents that we file with
the SEC. For further information about our company and our common stock, you
should read the registration statement and the exhibits to the registration
statement. Statements contained in this prospectus concerning documents we have
filed with the SEC as exhibits to the registration statement or otherwise are
not necessarily complete and, in each instance, you should refer to the actual
filed document.
We have not authorized anyone to provide you any information different from that
contained in this prospectus. The common stock may be offered for sale only in
jurisdictions where offers and sales are permitted. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or of any sale of the common stock.
In this prospectus, the terms or words "we," "us," and "our" refer to Boston
Private Financial Holdings, Inc.
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 and copy any document we
file at the SEC's public reference rooms at 450 Fifth Street, Mail Stop 1-2,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available
from The Nasdaq Stock Market, Inc. and at the SEC's website at
http://www.sec.gov.
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 completion of the sale all the shares of common stock
offered under this prospectus:
- our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999,
- our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2000,
- our Current Report on Form 8-K dated June 27, 2000,
- our Current Report on Form 8-K dated July 21, 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).
16
<PAGE>
UNDERWRITING
Our company has entered into an underwriting agreement with the underwriters
named below. CIBC World Markets Corp., The Robinson-Humphrey Company, LLC and
Tucker Anthony Incorporated are acting as representatives of the underwriters.
The underwriting agreement provides for the purchase of a specific number of
shares of common stock by each of the underwriters. The underwriters'
obligations are several, which means that each underwriter is required to
purchase a specified number of shares, but is not responsible for the commitment
of any other underwriter to purchase shares. Subject to the terms and conditions
of the underwriting agreement, each underwriter has severally agreed to purchase
the number of shares of common stock set forth opposite its name below:
<TABLE>
<CAPTION>
UNDERWRITER NUMBER OF SHARES
----------- ----------------
<S> <C>
CIBC World Markets Corp......................................
The Robinson-Humphrey Company, LLC...........................
Tucker Anthony Incorporated..................................
-----------------
Total........................................................ 3,000,000
=================
</TABLE>
The underwriters have agreed to purchase all of the shares offered by this
prospectus (other than those covered by the over-allotment option described
below) if any are purchased. Under the underwriting agreement, if an underwriter
defaults in its commitment to purchase shares, the commitments of non-
defaulting underwriters may be increased or the underwriting agreement may be
terminated, depending on the circumstances.
The shares should be ready for delivery on or about , ____________________ 2000
against payment in immediately available funds. The representatives have advised
our company that the underwriters propose to offer the shares directly to the
public at the public offering price that appears on the cover page of this
prospectus. In addition, the representatives may offer some of the shares to
other securities dealers at such price less a concession of $XX per share. The
underwriters may also allow, and such dealers may re-allow, a concession not in
excess of $XX per share to other dealers. After the shares are released for sale
to the public, the representatives may change the offering price and other
selling terms at various times.
Our company has granted the underwriters an over-allotment option. This
option, which is exercisable for up to 30 days after the date of this
prospectus, permits the underwriters to purchase a maximum of 450,000
additional shares from our company to cover over-allotments. If the
underwriters exercise all or part of this option, they will purchase shares
covered by the option at the initial public offering price that appears on
the cover page of this prospectus, less the underwriting discount. If this
option is exercised in full, the total price to public will be $_____ and the
total proceeds to our company will be $_____. The underwriters have severally
agreed that, to the extent the over-allotment option is exercised, they will
each purchase a number of additional shares proportionate to the
underwriter's initial amount reflected in the foregoing table.
17
<PAGE>
The following table provides information regarding the amount of the discount to
be paid to the underwriters by our company:
<TABLE>
<CAPTION>
TOTAL WITHOUT EXERCISE OF TOTAL WITH FULL EXERCISE OF
PER SHARE OVER-ALLOTMENT OPTION OVER-ALLOTMENT OPTION
--------- ------------------------- ---------------------------
<S> <C> <C>
$ $ $
</TABLE>
Our company estimates that total expenses of the offering, excluding the
underwriting discount, will be approximately $300,000.
Our company has agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
Our company and its executive officers and directors have agreed to a 90-day
"lock up" with respect to 3,950,972 shares of common stock that they
beneficially own, including securities that are convertible into shares of
common stock and securities that are exchangeable or exercisable for shares
of common stock. This means that, for a period of 90 days following the date
of this prospectus, our company and such persons may not offer, sell, pledge
or otherwise dispose of our securities without the prior written consent of
CIBC World Markets Corp.
Rules of the SEC may limit the ability of the underwriters to bid for or
purchase shares before the distribution of the shares is completed. However, the
underwriters may engage in the following activities in accordance with the
rules:
- Stabilizing transactions - The representatives may make bids or purchases
for the purpose of pegging, fixing or maintaining the price of the
shares, so long as stabilizing bids do not exceed a specified maximum.
- Over-allotments and syndicate covering transactions - The underwriters
may create a short position in the shares by selling more shares than
are set forth on the cover page of this prospectus. If a short
position is created in connection with the offering, the
representatives may engage in syndicate covering transactions by
purchasing shares in the open market. The representatives may also
elect to reduce any short position by exercising all or part of the
over-allotment option.
- Penalty bids - If the representatives purchase shares in the open market
in a stabilizing transaction or syndicate covering transaction, they may
reclaim a selling concession from the underwriters and selling group
members who sold those shares as part of this offering.
- Passive market making - Market makers in the shares who are underwriters
or prospective underwriters may make bids for or purchases of shares,
subject to limitations, until the time, if ever, at which a stabilizing
bid is made.
Stabilization and syndicate covering transactions may cause the price of the
shares to be higher than it would be in the absence of such transactions. The
imposition of a penalty bid might also have an effect on the price of the shares
if it discourages resales of the shares.
Neither our company nor the underwriters makes any representation or prediction
as to the effect that the transactions described above may have on the price of
the shares. These transactions may occur on the
18
<PAGE>
Nasdaq National Market or otherwise. If such transactions are commenced, they
may be discontinued without notice at any time.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered hereby will
be passed upon for our company by our counsel, Goodwin, Procter & Hoar LLP,
Boston, Massachusetts. Certain legal matters in connection with the offering
will be passed upon for the underwriters by their counsel, Simpson Thacher &
Bartlett, New York, New York. Simpson Thacher & Bartlett may rely as to matters
of Massachusetts law upon the opinion of Goodwin, Procter & Hoar LLP.
EXPERTS
The consolidated financial statements of our company and its subsidiaries
included in the Annual Report on Form 10-K for the year ended December 31, 1999
have been incorporated by reference in this prospectus 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.
19
<PAGE>
-------------------------------------------------------------------------------
BOSTON PRIVATE
FINANCIAL HOLDINGS, INC.
CIBC WORLD MARKETS
3,000,000 SHARES
COMMON STOCK
THE ROBINSON - HUMPHREY
--------------------------- COMPANY
PROSPECTUS
---------------------------
, 2000 TUCKER ANTHONY CLEARY GULL
-------------------------------------------------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR
INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. 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. WE ARE NOT
MAKING AN OFFER OF THE COMMON STOCK IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following are the estimated expenses of the distribution of the shares
of common stock being registered hereunder:
<TABLE>
<S> <C>
SEC Registration Fee..................................... $ 9,991
NASD Filing Fees......................................... $ 4,284
Printing Expenses........................................ $100,000
Legal Fees and Expenses.................................. $100,000
Accounting Fees and Expenses............................. $50,000
Blue Sky Qualification Fees and Expenses................. $5,000
Transfer Agent and Registrar's Fees...................... $20,000
Miscellaneous Costs...................................... $10,725
----------
Total........................................... $300,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant 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 Registrant 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 Registrant's
Articles of Organization provide for indemnification to the full extent
permitted under Section 67.
The Registrant and its directors and officers currently carry liability
insurance.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
*1.1 - Underwriting Agreement
*5.1 - Opinion of Goodwin, Procter & Hoar LLP
23.1 - Consent of KPMG LLP
*23.2 - Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
24.1 - Power of Attorney (included on signature page)
</TABLE>
*To be filed by amendment.
ITEM 17. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
II-2
<PAGE>
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial BONA FIDE offering
thereof.
B. 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.
C. The undersigned Registrant hereby undertakes that:
1. For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
2. For the purpose of determining any liability under the Securities
Act of 1933, each post- effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, The Commonwealth of Massachusetts on
July 21, 2000.
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
By:/s/ Timothy L. Vaill
-------------------------------------------------
Timothy L. Vaill
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, each of the undersigned officers and
directors of Boston Private Financial Holdings, Inc. hereby severally
constitutes Timothy L. Vaill, Walter M. Pressey and Charles O. Wood, III and
each of them singly, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement (or to any
other registration statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act), and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that any said attorney-in-fact and agent, or any
substitute or substitutes of any of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Timothy L. Vaill Chairman of the Board and July 21, 2000
----------------------------------------- Chief Executive Officer
Timothy L. Vaill (Principal Executive Officer)
/s/ Walter M. Pressey Executive Vice President and July 21, 2000
----------------------------------------- Chief Financial Officer
Walter M. Pressey (Principal Financial Officer and
Principal Accounting Officer)
/s/ Herbert S. Alexander Director July 21, 2000
-----------------------------------------
Herbert S. Alexander
/s/ Arthur J. Bauernfeind Director July 21, 2000
-----------------------------------------
Arthur J. Bauernfeind
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Eugene S. Colangelo Director July 21, 2000
-----------------------------------------
Eugene S. Colangelo
/s/ C. Michael Hazard Director July 21, 2000
-----------------------------------------
C. Michael Hazard
/s/ Lynn Thompson Hoffman Director July 21, 2000
-----------------------------------------
Lynn Thompson Hoffman
/s/ Allen Sinai Director July 21, 2000
-----------------------------------------
Allen Sinai
/s/ Charles O. Wood, III Director July 21, 2000
-----------------------------------------
Charles O. Wood, III
/s/ Peter C. Bennett Director July 21, 2000
-----------------------------------------
Peter C. Bennett
/s/ Richard Thielen Director July 21, 2000
-----------------------------------------
Richard Thielen
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
*1.1 - Underwriting Agreement
*5.1 - Opinion of Goodwin, Procter & Hoar LLP
23.1 - Consent of KPMG LLP
*23.2 - Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
24.1 - Power of Attorney (included on signature page)
</TABLE>
*To be filed by amendment.
II-6
