BOSTON PRIVATE FINANCIAL HOLDINGS INC - FORM 10-K/A - March 13, 2015

Attached files

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EX-10.49 - EXHIBIT 10.49 RAIMONDI AGREEMENT - BOSTON PRIVATE FINANCIAL HOLDINGS INCbpfhex1049raimondiagreemen.htm
EX-10.50 - EXHIBIT 10.50 GRIFFIN LETTER - BOSTON PRIVATE FINANCIAL HOLDINGS INCbpfhex1050griffinletterq42.htm
EX-23.1 - EXHIBIT 23.1 AUDITOR CONSENT - BOSTON PRIVATE FINANCIAL HOLDINGS INCbpfhex231consentq41410-ka.htm
EX-31.2 - EXHIBIT 31.2 CFO CERT - BOSTON PRIVATE FINANCIAL HOLDINGS INCbpfhex312q4201410-ka.htm
EX-31.1 - EXHIBIT 31.1 CEO CERT - BOSTON PRIVATE FINANCIAL HOLDINGS INCbpfhex311q4201410-ka.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________
FORM 10-K/A
(Amendment No. 1)
______________________________________________________________
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2014
 
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from to
       
Commission file number 0-17089
______________________________________________________________
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
______________________________________________________________
Commonwealth of Massachusetts
 
04-2976299
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
Ten Post Office Square
Boston, Massachusetts
 
02109
(Address of principal executive offices)
 
(Zip Code)
 
 
(Registrant’s telephone number, including area code): (617) 912-1900
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock
 
The NASDAQ Stock Market LLC
Depositary Shares Each Representing a 1/40th Interest in a Share of 6.95% Non-Cumulative Perpetual Preferred Stock, Series D
 
The NASDAQ Stock Market LLC
Warrants to Purchase Shares of Common Stock, and Underlying Shares of Common Stock, Par Value $1.00 Per Share
 
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
_______________________________________________________________

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  o    No  x
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act.    Yes  o    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer  x    
 
Accelerated filer o    
 
Non-accelerated filer o   
 
Smaller reporting company o    
 
 
 
 
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)    Yes  o    No  x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the last reported sales price on the NASDAQ Global Select Market on June 30, 2014 was $1,048,686,892.
The number of shares of the registrant’s common stock outstanding on February 23, 2015 was 83,126,009.
Documents Incorporated by Reference:
Portions of the registrant’s proxy statement for the Company’s 2015 Annual Meeting of Shareholders are incorporated by reference in Item 5 of Part II and Items 10, 11, 12, 13, and 14 of Part III.




EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Annual Report on Form 10-K (this “Amendment”) to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2015 (the “Form 10-K”). The sole purpose of this Amendment is to file Exhibits 10.49 and 10.50 which were inadvertently omitted from the Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.
No changes have been made in this Amendment to modify or update the other disclosures presented in the Form 10-K. This Amendment does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events. This Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC.





EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1.Financial Statements
The following documents were previously filed with the SEC on March 2, 2015 as part of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which is being hereby amended.

2.     Financial Schedules
None.

3.     Exhibits
Exhibit 
Number
 
Description
 
Incorporated by Reference
 
 
Form
 
SEC Filing
Date
 
Exhibit
Number
 
Filed or
Furnished
with
this 10-K/A
3.1

 
Restated Articles of Organization of Boston Private Financial Holdings, Inc.
 
8-K
 
8/2/2010
 
3.1
 
 
3.2

 
Amended and Restated By-Laws of Boston Private Financial Holdings, Inc.
 
8-K
 
8/2/2010
 
3.2
 
 
3.3

 
Articles of Amendment of Boston Private Financial Holdings, Inc.
 
8-K
 
5/2/2012
 
3.1
 
 
3.4

 
Articles of Amendment of Boston Private Financial Holdings, Inc.
 
8-K
 
4/22/2013
 
3.1
 
 
3.5

 
Articles of Amendment of Boston Private Financial Holdings, Inc.
 
8-A
 
4/24/2013
 
3.5
 
 
4.1

 
Form of Warrant for Purchase of Shares of Common Stock (included as part of Exhibit 10.47)
 
8-A
 
2/2/2011
 
4.1
 
 
4.2

 
Master Deposit Agreement, dated April 24, 2013, by and among the Registrant, Computershare Trust Company, N.A., and Computershare Inc., collectively, as depositary, and the holders from time to time of the depositary receipts described therein.
 
8-A
 
4/24/2013
 
4.1
 
 
4.3

 
Form of Certificate Representing Series D Preferred Stock
 
8-A
 
4/24/2013
 
4.2
 
 
*10.1

 
Employee Incentive Stock Option Plan of Boston Private Financial Holdings, Inc.
 
S-1
 
4/1/1991
 
10.1
 
 
*10.2

 
Employee Incentive Compensation Plan of Boston Private Financial Holdings, Inc.
 
S-1
 
4/1/1991
 
10.2
 
 
*10.3

 
Boston Private Financial Holdings, Inc. 2001 Employee Stock Purchase Plan (As Amended and Restated as of January 1, 2010)
 
10-Q
 
5/7/2010
 
10.1
 
 
*10.4

 
Boston Private Financial Holdings, Inc. 2006 Non-Qualified Employee Stock Purchase Plan
 
S-8
 
6/2/2006
 
99.1
 
 
*10.5

 
1998 Amendment and Restatement of Directors’ Stock Option Plan of Boston Private Financial Holdings, Inc., as amended February 7, 2003
 
10-K
 
3/12/2004
 
10.21
 
 
*10.6

 
Boston Private Financial Holdings, Inc. 2004 Stock Option and Incentive Plan
 
S-8
 
6/15/2004
 
99.1
 
 




Exhibit 
Number
 
Description
 
Incorporated by Reference
 
 
Form
 
SEC Filing
Date
 
Exhibit
Number
 
Filed or
Furnished
with
this 10-K/A
*10.7

 
Form of Non-Qualified Stock Option Agreement for Employees under the Boston Private Financial Holdings, Inc. 2004 Stock Option and Incentive Plan
 
8-K
 
12/20/2006
 
10.1
 
 
*10.8

 
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Boston Private Financial Holdings, Inc. 2004 Stock Option and Incentive Plan
 
8-K
 
12/20/2006
 
10.2
 
 
*10.9

 
Form of Restricted Stock Award under the Boston Private Financial Holdings, Inc. 2004 Stock Option and Incentive Plan
 
8-K
 
12/20/2006
 
10.3
 
 
*10.10

 
Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
 
S-8
 
5/14/2009
 
99.1
 
 
*10.11

 
Form of Non-Qualified Stock Option Agreement for Employees under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
 
10-K
 
3/13/2012
 
10.11
 
 
*10.12

 
Form of Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
 
10-Q
 
8/7/2009
 
10.3
 
 
*10.13

 
Form of Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
 
10-K
 
3/11/2011
 
10.13
 
 
*10.14

 
Form of Amendment to Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
 
10-K
 
3/11/2011
 
10.14
 
 
*10.15

 
Form of Non-Qualified Stock Option Agreement for Employees under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
 
10-Q
 
8/5/2011
 
10.4
 
 
*10.16

 
Form of Restricted Stock Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
 
10-Q
 
8/5/2011
 
10.2
 
 
*10.17

 
Form of Performance Restricted Stock Agreement under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
 
10-Q
 
8/5/2011
 
10.3
 
 
*10.18

 
Form of Restricted Stock Agreement Under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
 
10-Q
 
5/8/2012
 
10.1
 
 
*10.19

 
Form of Performance Stock Agreement Under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
 
10-Q
 
5/8/2012
 
10.2
 
 
*10.20

 
Form of Stock Option Agreement Under the Boston Private Financial Holdings, Inc. 2009 Stock Option and Incentive Plan
 
10-Q
 
5/8/2012
 
10.3
 
 
*10.21

 
Boston Private Financial Holdings, Inc. Amended and Restated 1997 Long-Term Incentive Plan
 
10-K
 
3/13/2002
 
10.16
 
 
*10.22

 
Boston Private Financial Holdings, Inc. Deferred Compensation Plan, As Amended and Restated as of January 1, 2009
 
10-K
 
3/12/2010
 
10.44
 
 
*10.23

 
Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan
 
8-K
 
6/8/2010
 
10.2
 
 
*10.24

 
First Amendment to Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan
 
8-K
 
8/2/2010
 
10.1
 
 
*10.25

 
Inducement Restricted Stock Award Agreement Under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan, dated August 2, 2010, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch
 
8-K
 
8/2/2010
 
10.2
 
 
*10.26

 
Time-Based Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan, dated August 2, 2010, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch
 
8-K
 
8/2/2010
 
10.3
 
 
*10.27

 
Vesting Clarification Letter, dated March 8, 2012, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch
 
10-K
 
3/13/2012
 
10.25
 
 




Exhibit 
Number
 
Description
 
Incorporated by Reference
 
 
Form
 
SEC Filing
Date
 
Exhibit
Number
 
Filed or
Furnished
with
this 10-K/A
*10.28

 
2009 Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan, dated August 2, 2010, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch
 
8-K
 
8/2/2010
 
10.4
 
 
*10.29

 
Amendment to 2009 Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan, dated March 10, 2011, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch
 
10-K
 
3/11/2011
 
10.22
 
 
*10.30

 
2010 Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan, dated August 2, 2010, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch
 
8-K
 
8/2/2010
 
10.5
 
 
*10.31

 
Amendment to 2010 Performance Restricted Stock Award Agreement under the Boston Private Financial Holdings, Inc. 2010 Inducement Stock Plan, dated March 10, 2011, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch
 
10-K
 
3/11/2011
 
10.24
 
 
*10.32

 
Boston Private Financial Holdings, Inc. Executive Bonus Plan
 
8-K
 
2/3/2009
 
10.4
 
 
*10.33

 
Annual Executive Incentive Plan of Boston Private Financial Holdings, Inc.
 
8-K
 
5/2/2011
 
99.1
 
 
*10.34

 
Employment Agreement, dated June 7, 2010, by and between Boston Private Financial Holdings, Inc. and Clayton G. Deutsch
 
8-K
 
6/8/2010
 
10.1
 
 
*10.35

 
Employment Agreement dated March 29, 2011 by and between Boston Private Financial Holdings, Inc. and Mark D. Thompson
 
8-K
 
3/31/2011
 
10.1
 
 
*10.36

 
Vesting Clarification Letter, dated March 8, 2012, by and between Boston Private Financial Holdings, Inc. and Mark D. Thompson
 
10-K
 
3/13/2012
 
10.13
 
 
*10.37

 
Change in Control Protection Agreement, dated November 21, 2003, by and between Boston Private Financial Holdings, Inc. and Margaret W. Chambers
 
10-K
 
3/15/2005
 
10.24
 
 
*10.38

 
Change in Control Protection Agreement, dated January 28, 2009, by and between Boston Private Financial Holdings, Inc. and David J. Kaye
 
8-K
 
2/3/2009
 
10.2
 
 
*10.39

 
Letter Agreement, dated July 3, 2007, by and between Boston Private Financial Holdings, Inc. and David J. Kaye
 
10-Q
 
11/6/2009
 
10.1
 
 
*10.40

 
Change in Control Protection Agreement, dated January 28, 2009, by and between Boston Private Financial Holdings, Inc. and Martha T. Higgins
 
8-K
 
2/3/2009
 
10.3
 
 
10.41

 
Indenture, dated October 12, 2004, between Boston Private Financial Holdings, Inc. and Sun Trust Bank, as debenture trustee
 
8-K
 
10/15/2004
 
10.1
 
 
10.42

 
Guarantee Agreement, dated as of October 12, 2004, by Boston Private Financial Holdings, Inc. and Sun Trust Bank, as trustee, for the benefit of the holders from time to time of the Trust Preferred Securities and Trust Common Securities of Boston Private Capital Trust I
 
8-K
 
10/15/2004
 
10.2
 
 
10.43

 
Amended and Restated Declaration of Trust of Boston Private Capital Trust I, dated October 12, 2004
 
8-K
 
10/15/2004
 
10.3
 
 
10.44

 
Indenture, dated September 27, 2005, between Boston Private Financial Holdings, Inc. and Wilmington Trust Company, as debenture trustee
 
8-K
 
9/30/2005
 
10.1
 
 
10.45

 
Guarantee Agreement, dated as of September 27, 2005, by Boston Private Financial Holdings, Inc. and Wilmington Trust Company, as trustee, for the benefit of the holders from time to time of the Capital Securities of Boston Private Capital Trust II
 
8-K
 
9/30/2005
 
10.2
 
 
10.46

 
Amended and Restated Declaration of Trust of Boston Private Capital Trust II, dated September 27, 2005
 
8-K
 
9/30/2005
 
10.3
 
 




Exhibit 
Number
 
Description
 
Incorporated by Reference
 
 
Form
 
SEC Filing
Date
 
Exhibit
Number
 
Filed or
Furnished
with
this 10-K/A
10.47

 
Warrant Agreement, dated February 1, 2011, among Boston Private Financial Holdings, Inc., Computershare, Inc. and Computershare Trust Company, N.A.
 
8-A
 
2/2/2011
 
4.1
 
 
10.48

 
Separation Agreement, dated October 10, 2012, by and between the Company and James D. Dawson
 
8-K
 
11/2/2012
 
10.1
 
 
*10.49

 
Employment Agreement dated, October 2, 2014, by and between BP Wealth Management LLC, Boston Private Bank & Trust Company, and Peter J. Raimondi
 
 
 
 
 
 
 
Filed
*10.50

 
Letter Agreement, dated May 1, 2014, by and between Boston Private Financial Holdings, Inc. and Corey A. Griffin
 
 
 
 
 
 
 
Filed
14.1

 
Code of Business Conduct and Ethics
 
10-K
 
2/28/2014
 
14.1
 
 
21.1

 
List of Subsidiaries of Boston Private Financial Holdings, Inc.
 
10-K
 
3/2/2015
 
21.1
 
 
23.1

 
Consent of KPMG LLP, an independent registered public accounting firm
 
 
 
 
 
 
 
Filed
31.1

 
Certification of Chief Executive Officer pursuant to Rule 13a - 14(a)/15d - 14(a) under the Securities Exchange Act of 1934
 
 
 
 
 
 
 
Filed
31.2

 
Certification of Chief Financial Officer pursuant to Rule 13a - 14(a)/15d - 14(a) under the Securities Exchange Act of 1934
 
 
 
 
 
 
 
Filed
32.1

 
Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
10-K
 
3/2/2015
(Furnished)
 
32.1
 
 
32.2

 
Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
10-K
 
3/2/2015
(Furnished)
 
32.2
 
 
101.INS

 
XBRL Instance Document
 
10-K
 
3/2/2015
(Furnished)
 
101.INS
 
101.SCH

 
XBRL Taxonomy Extension Schema Document
 
10-K
 
3/2/2015
(Furnished)
 
101.SCH
 
101.CAL

 
XBRL Taxonomy Extension Calculation Linkbase Document
 
10-K
 
3/2/2015
(Furnished)
 
101.CAL
 
101.DEF

 
XBRL Taxonomy Extension Definition Linkbase Document
 
10-K
 
3/2/2015
(Furnished)
 
101.DEF
 
101.LAB

 
XBRL Taxonomy Extension Label Linkbase Document
 
10-K
 
3/2/2015
(Furnished)
 
101.LAB
 
101.PRE

 
XBRL Taxonomy Extension Presentation Linkbase Document
 
10-K
 
3/2/2015
(Furnished)
 
101.PRE
 
 
 
 
 
 
 
 
 
 
 
 

*    Represents management contract or compensatory plan or agreement.







SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this day, March 13, 2015.
 
 
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
 
 
 
By:
 
/s/    CLAYTON G. DEUTSCH
 
 
Clayton G. Deutsch
 
 
Chief Executive Officer and President
(Principal Executive Officer)



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