Filed by Seacoast Financial Services Corporation
Pursuant to Rule 425 under the Securities Act
of 1933, as amended.
Subject Company: Bay State Bancorp, Inc.
Commission File No.: 001-13691
This filing contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, with respect to the financial condition,
results of operations and business of Seacoast Financial Services Corporation
following the consummation of the merger that are subject to various factors
which could cause actual results to differ materially from such projections or
estimates. Such factors include, but are not limited to, the following: (1) the
businesses of Seacoast Financial Services Corporation and Bay State Bancorp,
Inc. may not be combined successfully, or such combination may take longer to
accomplish than expected; (2) expected cost savings from the merger cannot be
fully realized or realized within the expected timeframes; (3) operating costs,
customer loss and business disruption following the merger, including adverse
effects on relationships with employees, may be greater than expected; (4)
governmental approvals of the merger may not be obtained, or adverse regulatory
conditions may be imposed in connection with government approvals of the merger;
(5) the stockholders of Bay State may fail to approve the merger; (6) adverse
governmental or regulatory policies may be enacted; (7) the interest rate
environment may further compress margins and adversely affect net interest
income; (8) the risks associated with continued diversification of assets and
adverse changes to credit quality; (9) competitive pressures from other
financial service companies in Seacoast Financial's and Bay State's markets may
increase significantly; and (10) the risk of an economic slowdown that would
adversely affect credit quality and loan originations. Other factors that may
cause actual results to differ from forward-looking statements are described in
Seacoast Financial's filings with the Securities and Exchange Commission.
Seacoast Financial does not undertake or intend to update any forward-looking
statements.
Seacoast and Bay State have filed relevant documents concerning the transaction
with the Securities and Exchange Commission, including a registration statement
on Form S-4. Investors are urged to read the registration statement on Form S-4
containing a prospectus/proxy statement regarding the proposed transaction and
any other documents filed with the SEC, as well as any amendments or supplements
to those documents, because they contain important information. Investors are
able to obtain those documents free of charge at the SEC's website,
(http://www.sec.gov). In addition, documents filed with the SEC by Seacoast
Financial can be obtained, without charge, by directing a request to Seacoast
Financial Services Corporation, One Compass Place, New Bedford, Massachusetts
02740, Attn: James R. Rice, Senior Vice President, telephone (508) 984-6102. In
addition, documents filed with the SEC by Bay State can be obtained, without
charge, by directing a request to Bay State Bancorp, Inc., 1299 Beacon Street,
Brookline, Massachusetts 02446, Attn: Corporate Secretary, telephone (617)
739-9500. WE URGE SHAREHOLDERS TO READ THESE DOCUMENTS, AS WELL AS ANY
AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Bay State and its directors and executive officers
may be deemed to be participants in the solicitation of proxies in connection
with the merger. Information about the directors and executive officers of Bay
State and their ownership of Bay State common stock is set forth in the proxy
statement/prospectus.
THE FOLLOWING IS A PRESS RELEASE THAT WAS JOINTLY ISSUED AT APPROXIMATELY 5:00
P.M. EASTERN STANDARD TIME ON MAY 28, 2003 BY SEACOAST FINANCIAL SERVICES
CORPORATION AND BAY STATE BANCORP, INC.
2
CONTACT: JAMES R. RICE, 508.984.6102
SENIOR VICE PRESIDENT
SEACOAST FINANCIAL SERVICES CORPORATION
MICHAEL O. GILLES, 617.739.9548
SENIOR VICE PRESIDENT AND CFO
BAY STATE BANCORP, INC.
FOR IMMEDIATE RELEASE
SEACOAST FINANCIAL SERVICES CORPORATION RECEIVES FINAL
REGULATORY APPROVAL TO ACQUIRE BAY STATE BANCORP, INC.
New Bedford, MA - May 28, 2003 - Seacoast Financial Services Corporation
("Seacoast") (Nasdaq: SCFS) announced today that it has received the final
regulatory approval necessary to complete its acquisition of Bay State Bancorp,
Inc. ("Bay State") (AMEX: BYS), Brookline, Massachusetts. The acquisition is
expected to be finalized after the close of business on May 31, 2003.
Under the terms of the acquisition, each outstanding share of Bay State common
stock will be converted into the right to receive $27.00 in cash or 1.257 shares
of Seacoast common stock, subject to election and allocation procedures intended
to ensure that, in the aggregate, 55% of the outstanding shares of Bay State
common stock are exchanged for Seacoast common stock and 45% are exchanged for
cash. Bay State shareholders were given the opportunity to elect to receive
shares of Seacoast common stock, cash or a combination of stock and cash in
exchange for their shares of Bay State common stock in an election process that
ended on May 22, 2003. Shortly after consummation of the acquisition,
Seacoast expects to announce the results of the election and the pro-ration
rate, based on the elections of Bay State shareholders and the terms of the
acquisition.
As part of the acquisition, Bay State's wholly owned subsidiary, Bay State
Federal Savings Bank, will merge with Seacoast's wholly owned subsidiary,
Compass Bank for Savings. Bay State Federal Savings Bank will continue to
operate under its current name until the systems integration is completed, which
is expected to occur in the fourth quarter of 2003.
Kevin G. Champagne, President and CEO of Seacoast commented, "As I stated when
we announced this transaction in December 2002, we are excited to take this
significant step toward expanding the CompassBank franchise to the attractive
greater Boston market area. Bay State customers will benefit from having
expanded deposit insurance coverage, greater convenience through an expanded
network of branches and ATMs and a broader selection of products and services.
We continue to evaluate opportunities to further expand in the greater Boston
market through acquisition and/or de novo branching. We
believe that capital deployed in the greater Boston market area will yield
improved stockholder returns going forward."
Seacoast Financial Services Corporation is the holding company for CompassBank
and Nantucket Bank and is headquartered in New Bedford, Massachusetts.
CompassBank is a $3.3 billion Massachusetts chartered savings bank serving
Southeastern Massachusetts through a network of 40 full service branch offices
and 46 branch and remote ATMs, a customer call center and on-line banking at
www.compassbank.com. Nantucket Bank is a $468 million state chartered savings
bank serving Nantucket Island with 3 full service branch offices. CompassBank
ranks as the second largest publicly traded savings bank headquartered in
Massachusetts. The banks provide a wide array of financial services including
consumer banking, mortgage lending, commercial lending, consumer finance,
private banking and alternative investments to retail and business customers.
Bay State Bancorp. Inc. is the holding company for Bay State Federal Savings
Bank and is headquartered in Brookline, Massachusetts. Bay State Federal Savings
Bank is a $597 million federally-chartered savings bank, which currently
operates six banking offices and an administrative office in Norfolk and Suffolk
counties.
THE FOREGOING CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH STATEMENTS ARE NOT
HISTORICAL FACTS AND INCLUDE EXPRESSIONS ABOUT MANAGEMENT'S CONFIDENCE AND
STRATEGIES AND MANAGEMENT'S EXPECTATIONS ABOUT NEW AND EXISTING PROGRAMS AND
PRODUCTS, RELATIONSHIPS, OPPORTUNITIES, TECHNOLOGY AND MARKET CONDITIONS. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE CERTAIN RISKS AND UNCERTAINTIES. THESE
INCLUDE, BUT ARE NOT LIMITED TO, THE DIRECTION OF MOVEMENTS IN INTEREST RATES,
THE POSSIBILITY OF DISRUPTION IN CREDIT MARKETS, SUCCESSFUL IMPLEMENTATION AND
INTEGRATION OF ACQUISITIONS, THE EFFECTS OF ECONOMIC CONDITIONS AND THE IMPACT
OF LEGAL AND REGULATORY BARRIERS AND STRUCTURES. ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM SUCH FORWARD-LOOKING STATEMENTS. SEACOAST FINANCIAL ASSUMES NO
OBLIGATION FOR UPDATING ANY SUCH FORWARD-LOOKING STATEMENTS AT ANY TIME.