SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
Registration Statement
Under the
Securities Act of 1933
Slade's Ferry Bancorp
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-3061936
- - ------------------------------------ ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation Or Organization)
100 Slade's Ferry Avenue, P.O. Box 390, Somerset, MA 02726 (508) 675-2121
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Peter G. Collias, Esq., 84 North Main Street, Fall River, MA 02722
(508) 675-7894
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(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
Approximate date of commencement of proposed sale to the public: immediately.
------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
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, check the following box and
list the Securities Act registration number of earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment file pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [ ]
If the 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
Title of Each Maximum Maximum Proposed Amount
Class of Securities Amount to be Offering Price of Aggregate Registration
to be Registered Registered Per Unit (1) Offering Price (1) Fee
- - ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 par value 100,000 shares $10.25 $1,025,000 $310.60
- - ---------------------------------------------------------------------------------------------------------
<FN>
<F1> Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee.
</FN>
</TABLE>
This Registration Statement shall become effective upon filing pursuant
to Rule 462.
PROSPECTUS
100,000 SHARES OF COMMON STOCK (PAR VALUE $.01 PER SHARE)
SLADE'S FERRY BANCORP
(Holding Company for Slade's Ferry Bank)
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
Slade's Ferry Bancorp (the "Company") hereby offers shares of its Common
Stock, $.01 par value ("Common Stock") through participation in its Dividend
Reinvestment and Common Stock Purchase Plan ("the Plan"). The Plan provides the
holders of the Company's Common Stock a convenient method of acquiring
additional shares of Common Stock of the Company without paying any brokerage
commission or service charge. All Company stockholders are eligible to
participate. Under the Plan participating stockholders may elect to have all
dividends on Common Stock currently owned by the participant reinvested in
newly issued shares of the Company's Common Stock and in addition, may elect to
make optional cash payments of a minimum of $100 and a maximum of $5,000 per
year for the purchase of additional newly issued shares of the Company's Common
Stock.
The Company's Common Stock is currently listed in the "pink sheets" and
on the Electronic Bulletin Board of the over-the-counter market under the
symbol SFBC. The Company intends to apply in 1997 to list its Common Stock on
the NASDAQ Small Cap Market. The price of shares purchased under the Plan will
be the average of the closing bid and ask prices for the Company's Common Stock
quoted by A.G. Edwards & Sons, Inc. for the investment date. (See "Acquisition
of Shares").
Any participant may withdraw from the Plan at any time. The Plan will be
administered by the Company.
Holders should carefully consider the matters set forth under "Risk
Factors".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, THE MASSACHUSETTS COMMISSIONER OF BANKS, THE
FEDERAL DEPOSIT INSURANCE CORPORATION, ANY STATE SECURITIES COMMISSION OR
ANY OTHER GOVERNMENT AGENCY OR OFFICIAL, NOR HAVE ANY OF THE FOREGOING
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------
Underwriting discounts Proceeds to issuer
Price to Public and commissions or other persons
- - -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share......... (1)........ None........ (2)........
Total............. (1)........ None........ (2)........
- - -------------------------------------------------------------------------------------------
<FN>
<F1> The price of shares will be the average of the closing bid and ask prices
for the Company's Common Stock for the investment date. The bid and ask
prices quoted by A.G. Edwards & Sons, Inc. as of July 18, 1997 were 9 1/2
(bid) and 11 (ask).
<F2> The Company will receive all proceeds from the sales of shares under the
Plan. From the proceeds will be deducted other expenses of issuance and
distribution of this offering estimated to total $13,311
</FN>
</TABLE>
The shares offered hereby represent an equity investment in the Company, are
not deposits, and are not insured or guaranteed by the Federal Deposit
Insurance Corporation (FDIC) or any other Government Agency.
The date of this Prospectus is _______ 1997
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission, Washington,
D.C. (the "Commission") a Registration Statement on Form S-3 (together with all
amendments and exhibits thereto, the "Registration Statement") under the
Securities Act of 1933 (the "Securities Act") with respect to the Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain portions of which have been
omitted in accordance with the rules and regulations of the Commission.
Statements contained in this Prospectus or in any document incorporated by
reference in this Prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance, reference is made
to the copy of such contract or other document filed as an exhibit to the
Registration Statement, each statement being qualified in all respects by such
reference. Such information is available for inspection at the principal office
of the Commission in Washington, D.C. Copies of the material contained in the
Registration Statement may be obtained from the Commission upon payment of the
fees prescribed by its rules and regulations.
The Company is subject to the information and reporting requirements of the
Securities Exchange Act (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Commission . Such
reports and other information filed by the Company with the Commission in
accordance with the Exchange Act can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and should also be
available for inspection and copying at the following regional offices of the
Commission: 7 World Trade Center, Suite 1300, New York, New York, 10048; and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated by reference
in this prospectus:
(a) the Company's annual report on Form 10-KSB for the year ended
December 31, 1996;
(b) the Company's quarterly report on Form 10-QSB for the quarter ended
March 31, 1997; and
(c) the Description of the Company's Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on
April 25, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of this offering shall be deemed to be incorporated herein by
reference from the date of filing of such documents.
The Company will provide without charge to each person to whom this Prospectus
is delivered, on the written or oral request of any such person, a copy of any
or all of the documents incorporated herein by reference (other than exhibits
to such documents which are not specifically incorporated by reference in such
documents). Written requests for such copies should be directed to Slade's
Ferry Bancorp, P.O. Box 390, Somerset, MA 02726.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer or solicitation by
anyone in any state in which such offer or solicitation is not authorized or in
which the person making such offer is not qualified to do so or an offer or
solicitation to anyone to whom it is unlawful to make such offer or
solicitation.
TABLE OF CONTENTS
Page
----
Available Information..................................................... 2
Incorporation of Documents by Reference................................... 2
Risk Factors.............................................................. 4
The Company............................................................... 5
Recent Developments....................................................... 5
Description of The Plan................................................... 5
Use of Proceeds........................................................... 8
Plan of Distribution...................................................... 8
Indemnification........................................................... 9
Legal Matters............................................................. 9
Experts................................................................... 9
RISK FACTORS
The shares offered hereby represent an equity investment in the Company,
are not deposits, and are not insured or guaranteed by the Federal Deposit
Insurance Corporation (FDIC) or any other government agency. In addition to the
other information set forth herein, an investment in the shares offered hereby
involves a degree of various risks that should be considered before making a
decision to purchase such shares.
Limited Market for Shares
- - -------------------------
The Company's Common Stock is listed in the "pink sheets" and on the
Electronic Bulletin Board of the over-the-counter market. However, only a
limited trading market exists at present for the Common Stock and there is no
certainty that an active trading market will develop. The Company intends to
apply in 1997 to list its Common Stock on the NASDAQ small cap market to
facilitate such trading, but is under no obligation to do so and there is no
guarantee such listing will be accepted.
Dependence Upon the Bank
- - ------------------------
The Company is dependent upon the Bank which began operations on
September 30, 1959.
No Assurance of Dividends
- - -------------------------
Although the Company, and previously the bank, has paid dividends since
1961, no assurance can be given as to the amount, if any, or timing of future
dividends.
Existence of Anti-Takeover Provisions
- - -------------------------------------
Maintaining the independence of the Bank and defending against abusive
takeover tactics is an important objective of the Company. In order to serve
this objective, the Articles of Organization and Bylaws of the Company contain
certain provisions designed to protect the Company (and consequently the Bank)
against a hostile takeover attempt. These provisions are complicated and the
following description is intended as a brief summary only.
Article VI(D)(1) of the Company's Articles of Organization provides for a
staggered Board of Directors so that approximately one-third of the directors
will be elected each year. This provision is intended to prevent a hostile
acquiror who acquires a bare majority of the Company's Common Stock from taking
over the Company by electing a whole new Board of Directors. Article VII of the
Company's Bylaws requires an 80% stockholder vote to approve a "business
combination" (including an acquisition or merger) with an "interested person"
(principally a 20% or more stockholder) unless approved by a two-thirds vote of
the Board of Directors with the required stockholder vote increased to 90% if
the price to be paid to stockholders in the business combination is less than a
"Fair Price" (defined to mean the highest price paid by the proposed acquiror
in buying other Company shares). The purpose of these provisions is to
encourage a prospective acquiror to negotiate with the Company's Board of
Directors and offer a fair price to all stockholders and to deter hostile
takeover attempts and squeezing out minority shareholders at a lower price than
paid to other stockholders. The Company is also subject to Massachusetts laws
regulating takeovers - See General Laws Ch.110D. Presently, the directors and
executive officers of the Company and the Bank own 18.36% of the Common Stock
of the Company.
Highly Competitive Market
- - -------------------------
The banking business in the market area served by the Bank is highly
competitive. The Bank actively competes with other banks and financial
institutions, including large commercial banks, mutual and stock savings banks,
state and federally chartered credit unions, and Federal Savings and Loans for
deposits and loans.
Extensive Government Regulation and Supervision
- - -----------------------------------------------
Like other bank-holding companies and banks, the Company and the Bank are
subject to extensive governmental regulation and supervision. Compliance with
such regulation and supervision involves substantial costs to the Company and
the Bank and can restrict the Company's and Bank's activities.
THE COMPANY
The Company was incorporated under the laws of the State of Massachusetts
in June 1989 as Weetamoe Bancorp for the purpose of becoming a bank holding
company for Slade's Ferry Trust Company ("the Bank"). The Company's acquisition
of the Bank was completed on April 1, 1990. In December 1996, the name Weetamoe
Bancorp was changed to Slade's Ferry Bancorp. The Company is subject to the
regulation of the Federal Reserve Board.
The Bank is a state chartered trust company incorporated under the laws
of the Commonwealth of Massachusetts in 1959. It is a commercial bank whose
deposits are insured by the Federal Deposit Insurance Corporation ("FDIC"). The
Bank is regulated and examined by the Massachusetts Commissioner of Banks and
the FDIC.
During the past three years, the Bank has grown from eight banking
facilities with 92 full-time and 43 part-time employees and assets of $196
Million as of December 31, 1993 to ten banking facilities with 128 full-time
and 50 part-time employees and assets of $291 Million as of December 31, 1996.
Through its acquisition of the National Bank of Fairhaven in 1996, it not only
added two banking facilities and increased its assets by $58 Million but it
also expanded its geographic market area to the New Bedford and Fairhaven
region of Massachusetts.
The Bank currently services numerous communities in Southeastern
Massachusetts and contiguous areas of Rhode Island through its ten facilities
in Fall River, Somerset, Swansea, Seekonk, New Bedford and Fairhaven.
The executive offices of the Company and the Bank are located at 100
Slade's Ferry Avenue, P.O. Box 390, Somerset, Massachusetts, 02726, telephone
(508) 675-2121.
RECENT DEVELOPMENTS
On June 13, 1997 the Company completed a public offering of its Common
Stock without an underwriter. A total of 402,951 shares were sold raising
aggregate proceeds to the Company of $3,928,772. Of that amount, $2,300,000 was
contributed to the Bank to increase its capital. The Bank currently meets the
requirements of a "well capitalized" Bank. As of June 30, 1997, the total
number of shares of Common Stock issued and outstanding was 3,208,143.865.
DESCRIPTION OF THE PLAN
1) Purpose
-------
The purpose of the Company's Dividend Reinvestment and Common Stock
Purchase Plan (the "Plan") is to provide the Company's stockholders the
opportunity to reinvest their cash dividends into additional shares of the
Company's Common Stock, and in addition, the opportunity to elect to make
optional cash payments to purchase additional shares of the Company's Common
Stock.
2) Advantages
----------
A participant in the Plan may acquire additional shares of Common Stock
by authorizing automatic reinvestment of cash dividends and by making optional
cash payments without incurring any brokerage fees, service fees, or
commissions. Participants will receive a quarterly or monthly statement setting
forth the amount of dividends, the optional cash payments received, the number
of shares (full or fractional) purchased, the price per share and the amount of
shares held for the participant by the Company.
3) Administration
--------------
The Company will administer the Plan, keep a continuous record of each
participant's activities and issue a periodic statement of account to each
participant.
4) Correspondence
--------------
Any correspondence concerning the Plan should be sent to:
Slade's Ferry Bancorp
Shareholder Services
100 Slade's Ferry Avenue
Box 390
Somerset, MA 02726
Telephone inquiries may be directed to:
Shareholder Services (508) 675-2121
5) Eligibility to Participate
--------------------------
Any Company stockholder is eligible to participate in the Plan.
6) Becoming a Participant
----------------------
A stockholder may become a participant by filling out and signing the
authorization card and returning it to the Company directed to Shareholder
Services. A stockholder may become a participant at any time; however, the
authorization card must be received by Shareholder Services at least two (2)
weeks prior to the dividend record date on which the participant wants to begin
reinvesting. Participants will have all dividends on shares of Company Common
Stock held of record by them reinvested in additional shares of the Company's
Common Stock.
7) Acquisition of Shares
---------------------
Reinvested dividends will be used to acquire newly issued shares of
Common Stock from the Company at a price equal to the average of the closing
bid and ask prices for the Company's Common Stock as quoted by A.G. Edwards
& Sons, Inc., for the investment date.
8) Investment Date
---------------
The Investment Date for the acquisition of shares by dividend
reinvestment will be the same date established by the Company as the dividend
payment date, normally January 15, April 15, July 15 and October 15. The
Investment Date for the acquisition of shares by optional cash payments will be
on the 15th day of each month or the next business day if the 15th falls on a
Saturday, Sunday or holiday.
9) Making Optional Cash Payments
-----------------------------
Any participant may at any time elect to make optional cash payments for
the purchase of additional shares of the Company's Common Stock by completing
an Optional Cash Payment remittance form and submitting it to Shareholder
Services at the Company's address together with a check payable to Slade's
Ferry Bancorp. Such optional cash payments must be in the amount of not less
than $100 and may not exceed a total of $5,000 in any calendar year. Any
optional cash payments received in an amount less than $100 or in excess of
$5,000 for the calendar year will be returned to participant. Stockholders who
are not participants in the Dividend Reinvestment Plan may not acquire
additional shares through optional cash payments.
10) Purchasing Shares with Optional Cash Payments
---------------------------------------------
Optional cash payments will be utilized to purchase additional shares of
the Company's Common Stock monthly as of the Investment Date. In order to be so
invested, optional cash payments must be received by the Company no later than
the tenth day of the month. Optional cash payments received after the deadline
for the month will be held and invested on the next investment date. No
interest will be paid by the Company on optional cash payments held pending
investment.
11) Fractional Shares
-----------------
Each participant's account will be credited with the number of shares
purchased by the dividend and/or the optional cash payment including fractions
computed to three decimal places.
12) Reports to Participants
-----------------------
Participants will receive a detailed statement of their Plan Account from
the Company as soon as possible following each dividend payment and each
optional cash investment transaction. This detailed statement will show total
cash dividends received, optional cash payments received, total shares
purchased, price paid per share and total shares held by the Company. These
statements should be retained by participants to determine the tax cost basis
for shares purchased.
13) Withdrawal
----------
A participant may withdraw from the Plan at any time by providing written
notice that s/he intends to withdraw to Slade's Ferry Bancorp, Attention:
Shareholder Services, P.O. Box 390, Somerset, MA 02726. If a participant
withdraws or if the Company terminates the Plan, certificates for whole shares
of Common Stock credited to the account of the participant under the Plan will
be issued and cash will be remitted to the participant for any fractional
shares on the basis of the then current market price of the Company's shares.
14) Certificates
------------
Certificates for shares of Common Stock acquired under the Plan will not
be issued to participants but will be registered in the name of the Company as
agent for the participants. This service protects against loss, theft or
destruction of stock certificates. The number of shares of Common Stock
credited to an account under the Plan will be indicated on the participant's
statement of account.
Upon written request by a participant, certificates for any number of
whole shares credited to an account under the Plan will be issued to the
participant. Requests for the issuance of certificates should be mailed to the
Company to the attention of Shareholder Services. Certificates will be issued
in the participant's name as set forth in the Company's shareholder record.
Certificates for fractions of shares of Common Stock will not be issued
under any circumstances.
15) Federal Tax Treatment
---------------------
According to Shatswell, MacLeod & Company, independent certified public
accountants for the Company, the federal income tax consequences to the Company
and the plan participants are as follows:
1. No gain or loss will be recognized to the Company upon reinvestment
of cash dividends in common stock of the Company nor from the
issuance of new shares under the optional cash payments provision
of the Plan (Section 1032, I.R.C.).
2. At the time of reinvestment of a cash dividend under the Plan, a
participant will realize taxable income equal to the fair market
value of shares acquired (Section 301(c), I.R.C.; Section 305(b),
I.R.C. 316(a), I.R.C.).
3. The basis of the common stock acquired through reinvestment of cash
dividends or under the optional cash payments provision of the Plan
will be the fair market value at the date of acquisition (Section
1012, I.R.C.).
4. The holding period of the common stock acquired under the Plan will
commence on the date the stock is acquired (Section 1223(6),
I.R.C.).
5. A participant will recognize gain or loss when shares and/or
fractional shares are sold or exchanged on behalf of a participant
upon the participant's withdrawal from the Plan or when a
participant sells or exchanges the shares after withdrawal from the
Plan (Section 1001, I.R.C.; Section 302, I.R.C.).
The above tax consequences may not reflect every possible situation that could
result from participation in the Plan and, therefore, participants are advised
to consult with their own tax advisors with respect to the tax consequences
(including federal, state and local taxes) applicable to their particular
situation.
16) Voting at Stockholder's Meetings
--------------------------------
Each participant will be furnished a proxy card and will be entitled to
vote all shares held under the Plan for his account in addition to certificate
shares held by the participant directly.
17) Company's Responsibilities
--------------------------
The Company administering the Plan will not be liable for any act done in
good faith or any good faith omission to act including, without limitation, any
claim of liability arising out of failure to terminate a participant's account
upon such participant's death before receipt of notice in writing of such death
or with respect to any fluctuation in the market value after any acquisition or
sale of stock.
Participants should recognize that the Company cannot assure a profit or
protect against a loss on the Common Stock purchased under the Plan.
The Company cannot guarantee that dividends on shares of its Common Stock
might not be reduced or eliminated.
18) Suspension, Amendment or Termination of the Plan
------------------------------------------------
The Company reserves the right to suspend, amend or terminate the Plan at
any time. All participants will receive prompt written notice of any such
action. Any material amendment to the Plan will require that a written
amendment to the Company's Registration Statement be filed with the Securities
and Exchange Commission.
If the Company terminates the Plan, certificates for whole shares of
Common Stock purchased for Participants under the Plan will be issued to the
Participants and the Participants will receive back any unexpended cash
together with the then cash value of any fractional shares credited to their
account based on the current market value of those shares.
USE OF PROCEEDS
The proceeds of shares sold by the Company under the Plan will primarily be
contributed to the Bank to maintain its capital adequacy under regulatory
requirements and to increase its capital. To the extent not so contributed,
proceeds will be retained by the Company and used for general corporate
purposes.
The Bank is required by law and regulations to maintain minimum levels of
capital relative to the amount and types of its assets. At June 30, 1997, the
actual Risk Based Capital of the Slade's Ferry Trust Company was $20,118,000
for Tier 1 Capital, exceeding the minimum requirements of $8,288,000 by
$11,830,000. Total Capital of $22,719,000 exceeded the minimum requirements of
$16,577,000 by $6,142,000 and Leverage Capital of $20,118,000 exceeded minimum
requirements of $11,809,000 by $8,309,000. The Company wishes to position
itself to allow for growth in assets and possible acquisitions.
PLAN OF DISTRIBUTION
The Common Stock offered hereby are newly issued shares offered by the Company
for itself directly to Holders. The Company has not employed any brokers,
dealers, or underwriters in connection with this Offering. Certain employees of
the Company may solicit responses from Holders to this Offering, but such
employees will not receive any commissions or compensation for such services
other than their normal compensation. The Company does not believe that such
employees are required to be registered as broker/dealers based on the
statutory definitions of such terms and on SEC Rule 3a4-1 and subparagraph
(a)(i)(D) thereof.
Holders who desire to participate in the Plan are urged to complete, date and
sign the authorization form accompanying this Prospectus and return it to the
Company, directed to Shareholder Services. A stockholder may become a
participant at any time; however, the authorization card must be received by
Shareholder Services at least two (2) weeks prior to the dividend record date
on which the participant wants to begin reinvesting. Participants will have all
dividends on shares of Company Common Stock held of record by them reinvested
in additional shares of the Company's Common Stock. Participants who later wish
to purchase additional shares for cash under the Plan should fill out the
appropriate form obtainable from the Company and submit it together with their
cash payment to the Company. Any questions concerning the procedure for
participating in the Plan should be directed to the Shareholder Services
division of the Company.
INDEMNIFICATION
Under Section 67 of the Massachusetts Corporation Law, indemnification of
directors, officers, employees and other agents of a corporation can be
provided in the articles of organization or bylaws of the corporation. 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, which undertaking may be accepted without
reference to the financial ability of such person to make repayment. Such
indemnification may be provided although the person to be indemnified is no
longer an officer, director, employee or agent of the corporation. No
indemnification, however, shall be provided 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.
Article VI of the Bylaws of the Company contains provisions providing for the
indemnification of officers and directors against liabilities incurred in
connection with civil or criminal proceedings actually brought or threatened
against them. The Company's Bylaws automatically indemnify only the directors
and provide that the Board of Directors may indemnify the officers or any
person serving at the corporations' request as a trustee or administrator of an
employee benefit plan of the Company. Furthermore, the Company's Bylaws contain
provisions allowing payment of expenses in advance upon an undertaking for
repayment by the indemnified party without reference to his ability to repay.
The Bylaws provide that no indemnification shall be afforded in situations
where it shall have been determined that the person involved was guilty of or
liable for wilful misconduct or default or gross negligence and also deny
indemnification where the person did not act in good faith in the reasonable
belief his action was in the best interests of the Company. In situations where
a claim is compromised or settled indemnification is automatic, unless there is
a determination by a court or other tribunal having jurisdiction that the
individual did not act in good faith in the reasonable belief that his action
was in the best interests of the Company.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to Company directors, officers, or persons controlling
then pursuant to the foregoing provisions, or otherwise, the Company has been
informed 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.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for the
Company by Thomas H. Tucker, Esquire, McGowan, Engel, Tucker, Garrett &
Schultz, 125 High Street, Suite 2601, Boston, Massachusetts 02110.
EXPERTS
The consolidated financial statements incorporated in this Prospectus and
elsewhere in the related Registration Statement by reference to the Annual
Report on Form 10-KSB for the year ended December 31, 1996 have been included
herein in reliance upon the reports with respect thereto of Shatswell, MacLeod
& Company, independent certified public accountants and upon the authority of
said firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
-------------------------------------------
The following table sets forth all expenses payable by the Registrant in
connection with the issuance and distribution of securities registered under
this registration statement. All of the amounts shown are estimates except for
the registration fee.
Registration $ 311
Blue Sky Fees and Expenses 1,000
Printing Expenses 6,000
Legal Fees and Expenses 4,000
Accounting Fees and Expenses 1,000
Miscellaneous 1,000
--------
Total $ 13,311
Item 15. Indemnification of Directors and Officers
-----------------------------------------
See Prospectus: "Indemnification"
Item 16. Exhibits
--------
An index of exhibits appears at page II-3.
Item 17. Undertakings
------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any additional or changed material information on the
plan of distribution.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be treated as a new
registration statement of the securities offered, and the offering of the
securities at that time.
(3) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of this
offering.
SIGNATURES
In accordance with 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 authorized this registration
statement to be signed on its behalf by the undersigned, in the Town of
Somerset, State of Massachusetts, on July 11, 1997.
SLADE'S FERRY BANCORP
By /s/ Kenneth R. Rezendes 7/11/97
-------------------------------------
Kenneth R. Rezendes, President
In accordance with the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ Thomas B. Almy 7/11/97
Thomas B. Almy
Director
/s/ James D. Carey 7/11/97
James D. Carey
Executive Vice President and Director
/s/ Donald T. Corrigan 7/11/97
Donald T. Corrigan
Chairman of the Board and Director
/s/ Francis A. Macomber 7/11/97
Francis A. Macomber
Director
/s/ Peter Paskowski 7/11/97
Peter Paskowski
Director
/s/ Bernard T. Shuman 7/11/97
Bernard T. Shuman
Director
- - --------------------------------------------------------------
Charles Veloza
Director
/s/ Ralph S. Borges 7/11/97
Ralph S. Borges
Treasurer/Chief Financial Officer/Chief Accounting Officer
/s/ Peter G. Collias 7/11/97
Peter G. Collias
Director
/s/ Edward S. Machedo 7/11/97
Edward S. Machedo
Director
/s/ Majed Mouded 7/11/97
Majed Mouded, M.D.
Director
/s/ Kenneth R. Rezendes 7/11/97
Kenneth R. Rezendes
President/Chief Executive Officer and Director
/s/ William J. Sullivan 7/11/97
William J. Sullivan
Director
INDEX TO EXHIBITS
The following exhibits are included, unless otherwise noted, as being an
integral part of this Registration Statement and appear in the Exhibit section
of this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description Page
- - ----------- ----------- ----
<S> <C> <C>
5 Opinion Regarding Legality E-1
8 Opinion of Shatswell, MacLeod & Company regarding E-2
Federal Income Tax consequences to Slade's Ferry
Bancorp and the participating shareholders in the
Dividend Reinvestment and Common Stock Purchase Plan
23.1 Consent of Counsel is contained in Exhibit 5
23.2 Consent of Shatswell, MacLeod & Company E-7
99.1 Form of Dividend Reinvestment Plan Authorization E-8
Form to be mailed to stockholders
</TABLE>
Exhibit 5
McGOWAN, ENGEL, TUCKER, GARRETT & SCHULTZ
(A PROFESSIONAL ASSOCIATION INCLUDING A PROFESSIONAL CORPORATION)
COUNSELLORS AT LAW
125 HIGH STREET
PAUL A. McGOWAN, III HIGH STREET TOWER, SUITE 2601
MARK D. ENGEL BOSTON, MASSACHUSETTS 02110
THOMAS H. TUCKER (617) 951-9980
ROBERT W. GARRETT TELECOPIER (617) 951-0048 PETER L. KOFF
STEPHEN SCHULTZ OF COUNSEL
July 14, 1997
Board of Directors
Slade's Ferry Bancorp
Box 390
Somerset, MA 02726
Dear Sirs:
The undersigned has acted as counsel to Slade's Ferry Bancorp (the
"Company") which is filing a Registration Statement (S-3) under the
Securities Act of 1933 relating to the registration and proposed offering of
100,000 shares of the Company's Common Stock, $.01 par value, pursuant to
the Company's Dividend Reinvestment and Common Stock Purchase Plan to
existing Company stockholders.
I have examined the Company's Certificate of Incorporation, its By-
laws and such other records and documents as I deem necessary as a basis for
this opinion.
Based on the foregoing examination, I am of the opinion that:
1. The Company was duly incorporated and is validly existing under
the laws of the Commonwealth of Massachusetts;
2. The shares of Common Stock of the Company being registered will,
when issued, be legally issued, fully paid and non-assessable.
I hereby consent to the reference to me under the caption "Legal
Opinions" in the Prospectus included in the aforementioned Registration
Statement.
Sincerely,
/s/ Thomas H. Tucker
Thomas H. Tucker
<PAGE> E-1
Exhibit 8
SHATSWELL, MacLEOD & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
174 SOUTH BOULEVARD
WEST SPRINGFIELD, MASSACHUSETTS 01089
July 15, 1997
Mr. James D. Carey
Executive Vice President
Slade's Ferry Bancorp
100 Slade's Ferry Avenue
Somerset, Massachusetts 02726
Dear Mr. Carey:
RE: Federal Income Tax Consequences
to Slade's Ferry Bancorp and the
Participating Shareholders in
the Dividend Reinvestment
and Common Stock Purchase
Plan
This letter is in reply to your request that our firm render an
opinion with regard to the federal income tax consequences to Slade's Ferry
Bancorp and its shareholders upon participation in the Dividend Reinvestment
and Common Stock Purchase Plan of Slade's Ferry Bancorp. The facts
pertaining to the Plan as submitted by the management of Slade's Ferry
Bancorp for our consideration are set forth below.
Description of The Plan
-----------------------
Slade's Ferry Bancorp (herein after referred to as the Company) is a
corporation, duly organized and validly existing under the laws of the
Commonwealth of Massachusetts, with its principal office at 100 Slade's
Ferry Avenue, Somerset, Massachusetts 02726. The authorized capital stock
of Weetamoe Bancorp consists of 5,000,000 shares of common stock of $.01 par
value. 3,208,143.865 shares are outstanding as of the date of this letter.
In order to provide the shareholders of the Company with a convenient
method of acquiring additional shares of common stock of the Company without
incurring brokerage commissions or service charges, the Company has
established The Dividends Reinvestment and Common Stock Purchase Plan of
Slade's Ferry Bancorp. All shareholders, and only the shareholders, of the
Company are eligible to participate in the plan.
The purpose of the Slade's Ferry Bancorp Dividend Reinvestment and
Common Stock Purchase Plan (the "Plan) is to provide the Company's
shareholders the opportunity to reinvest their cash dividends in additional
shares of the Company's common stock; and, in addition, the opportunity to
elect to make optional cash payments to purchase additional shares of the
Company's common stock.
<PAGE> E-2
A participant in the Plan may acquire additional shares of common
stock by authorizing automatic reinvestment of cash dividends and by making
optional cash payments without incurring any brokerage fees, service fees,
or commissions. Participants will receive a quarterly or monthly statement
setting forth the amount of dividends, the optional cash payments received,
the number of shares (full and fractional) purchased, the price per share
and the amount of shares held for the participant by the Company.
The Company will administer the Plan, keep a continuous record of each
participant's activities and issue a periodic statement of account to each
participant.
Any shareholder of the Company is eligible to participate in the Plan.
A shareholder may become a participant by filling out and signing the
authorization card and returning it to the Company directed to Shareholder
Services. A shareholder may become a participant at any time; however, the
authorization card must be received by Shareholder Services at least (2)
weeks prior to the dividend payment date on which the participant wants to
begin reinvesting. Participants will have all dividends on shares of
Company common stock held of record by them reinvested in additional shares
of the Company's common stock.
Reinvested dividends will be used to acquire newly issued shares of
common stock from the Company at a price equal to the average of the closing
bid and ask prices for the Company's common stock for the investment date as
quoted by A. G. Edwards & Sons, Inc.
The investment date for the acquisition of shares by dividend payment
will be the same date established by the Company as the dividend payment
date, normally January 15, April 15, July 15, and October 15. The
investment date for the acquisition of shares by optional cash payments will
be the 15th day of each month or the next business day if the 15th falls on
a Saturday, Sunday or holiday.
Any participant may at any time elect to make optional cash payments
for the purchase of additional shares of the Company's common stock by
completing an Optional Cash Payment remittance form and submitting it to
Shareholder Services at the Company's address together with a check payable
to Slade's Ferry Bancorp. Such optional cash payments must be in an amount
of not less than $100 and may not exceed a total of $5,000 in any calendar
year. Any optional cash payments received in an amount less than $100 or in
excess of $5,000 for the calendar years will be returned to participant.
Shareholders who are not participants in the Dividend reinvestment
Plan may not acquire additional shares through optional cash payments.
Optional cash payments will be utilized to purchase additional shares
of the Company's common stock monthly as of the investment date. In order
to be so invested, optional cash payments must be received by the Company no
later than the tenth day of the month. Optional cash payments received
after the deadline for the month will be held and invested on the next
investment date.
<PAGE> E-3
No interest will be paid by the Company on optional cash payments held
pending investment.
Each participant's account will be credited with the number of shares
purchased by the dividend and/or the optional cash payment including
fractions computed to three decimal places.
Participants will receive a detailed statement of their Plan Account
from the Company as soon as possible following each dividend payment and
each optional cash investment transaction. This detailed statement will
show total cash dividends received, optional cash payments received, total
shares purchased, price paid per share and total shares held by the Company.
These statements should be retained by participants to determine the tax
cost basis for shares purchased.
A participant may withdraw from the Plan at anytime providing written
notice that he/she intends to withdraw to Slade's Ferry Bancorp, Attention:
Shareholder Services, P.O. Box 390, Somerset, MA 02726. If a participant
withdraws or if the Company terminates the Plan, certificates for whole
shares of common stock credited to the account of the participant under the
Plan will be issued and cash will be remitted to the participant for any
fractional share on the basis of the then current market price of the
Company's shares.
Certificates for shares of common stock acquired under the Plan will
not be issued to participants but will be registered in the name of the
Company as agent for the participants. This service protects against loss,
theft or destruction of stock certificates. The number of shares of common
stock credited to an account under the plan will be indicated on the
participant's statement of account.
Upon written request by a participant, certificates for any number of
whole shares credited to an account under the Plan will be issued to the
participant. Requests for the issuance of certificates should be mailed to
the Company to the attention of Shareholder Services. Certificates will be
issued in the participant's name as set in the Company's shareholder record.
Certificates for fractional shares of common stock will not be issued
under any circumstances.
Each participant will be entitled to vote all shares held under the
Plan for his or her account in addition to certificate shares held by the
participant directly.
In administering the Plan, the Company will not be liable for any act
done in good faith or any good faith omission to act, including without
limitation, any claim of liability arising out of fairlure to terminate a
participant's account upon such participant's death before receipt of notice
in writing of such death or with respect to any fluctuation in the market
value after any acquisition or sale of stock.
Participant's should be aware that the Company cannot assure a profit
or protect against a loss on the common stock purchased under the Plan.
<PAGE> E-4
The Company cannot guarantee that dividends on shares of its common
stock may not be reduced or eliminated in the future.
The Company reserves the right to suspend, amend or terminate the Plan
at any time. All participants will receive prompt written notice of any
such action. Any material amendment to the Plan will require that a written
amendment to the Company's Registration Statement be filed with the
Securities and Exchange Commission.
If the Company terminates the Plan, certificates for whole shares of
common stock purchased for participants under the Plan will be issued to the
participants and the participants will receive back any unexpended cash
together with the then cash value of any fractional shares credited to their
account based on the current market value of those shares.
Opinion
-------
Based on the foregoing plan description, our opinion as to the federal
income tax consequences to the Company and the plan participants is as
follows:
1. No gain or loss will be recognized to the Company upon
reinvestment of cash dividends in common stock of the Company
nor from the issuance of new shares under the optional cash
payments provision of the Plan (Section 1032, I.R.C.).
2. At the time of reinvestment of a cash dividend under the Plan, a
participant will realize taxable income equal to the fair market
value of the shares acquired (Section 301(c), I.R.C.; Section
305(b), I.R.C.; Section 316(a), I.R.C.
3. The basis of the common stock acquired through reinvestment of
cash dividends or under the optional cash payments provision of
the Plan will be the fair market value at the date of acquisition
(Section 1012, I.R.C.)
4. The holding period of the common stock acquired under the Plan
will commence on the date the stock is acquired (Section 1223(6),
I.R.C.).
5. A participant will recognize gain or loss when shares and/or
fractional shares are sold or exchanged on behalf of a participant
upon the participant's withdrawal from the Plan or when a
participant sells or exchanges the shares after withdrawal from the
Plan (Section 1001, I.R.C.; Section 302, I.R.C.).
No opinion is expressed about the tax treatment of the Company or Plan
Participants under other provisions of the Internal Revenue Code and
regulations or about the tax treatment of any conditions existing at the
time of or effects resulting from the adoption of the Plan that are not
specifically covered by the above information.
<PAGE> E-5
This opinion is based on existing statutes, regulations, proposed
regulations, Internal Revenue Service rulings and procedures, judicial and
administrative decisions and other matters of record. Unlike a tax ruling
from the National Office of the Internal Revenue Service, our opinion has no
official status of any kind. No guarantee can be given that the Internal
Revenue Service will not challenge or prevail in the event of audit. In
addition, the law upon which this opinion is based is subject to change and
no assurance can be given that any such change will not be applied
retroactively. Further, any change in the Plan as submitted to us may
result in an adverse change to or withdrawal of this opinion. No
application has been made to the Internal Revenue Service for a tax ruling.
This opinion is for the sole use of management and the board of
directors of Slade's Ferry Bancorp and the participating shareholders under
the Dividend Reinvestment and Common Stock Purchase Plan of Slade's Ferry
Bancorp.
Very truly yours,
/s/ Shatswell, MacLeod & Company, P.C.
<PAGE> E-6
EX. 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Slade's Ferry Bancorp
We hereby consent to the use of our report and to all references to our
firm included in or made a part of this Registration Statement on Form S-3.
/s/ Shatswell, MacLeod & Company, P.C.
SHATSWELL, MACLEOD & COMPANY, P.C.
July 15, 1997
West Peabody, Massachusetts
<PAGE> E-7
EX. 99.1
AUTHORIZATION FOR DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
FOR HOLDERS OF
SLADE'S FERRY BANCORP COMMON STOCK
[ ] I hereby authorize Slade's Ferry Bancorp, Somerset, Massachusetts, as my
agent to receive any dividends that may hereafter become payable to me
on my shares of Slade's Ferry Bancorp Common Stock and to apply such
dividends, together with any voluntary cash payments I may make, to the
purchase of full and fractional shares of Slade's Ferry Bancorp Common
Stock.
I understand that the purchases will be made under the terms and
conditions of the Dividend Reinvestment and Common Stock Purchase Plan,
and that I may revoke this authorization at any time by notifying
Slade's Ferry Bancorp in writing of my desire to terminate my
participation.
[ ] I wish to make an optional cash contribution. My check or money order
payable to Slade's Ferry Bancorp in the amount of $________ is enclosed.
(Minimum contribution $100.00 - maximum contribution $5,000.00 per year)
If you wish to join the Plan, be sure to check Box 1; if you wish to make
additional cash contributions, check and fill in Box 2.
I understand that I may revoke or change this authorization by notifying
Slade's Ferry Bancorp.
-----------------------------------
| (Please print or type.) | Dated: __________________________
| |
| Acct. No. _______________________ | Signature(s) of record owner(s):
| |
| Name(s): ________________________ | _________________________________
| |
| ________________________ | _________________________________
| | Please sign exactly as name(s)
| Address: ________________________ | appear. If joint account, each owner
| | must sign. Executors, trustees, etc.
| ________________________ | should give full title.
| |
-----------------------------------
This authorization form when signed should be mailed to Slade's Ferry Bancorp,
P.O. Box 390, Somerset, Massachusetts 02726. An addressed envelope is provided
for that purpose.
<PAGE> E-8
