-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aw7s6pN4RIGemTedo6O6aRW/XWXbHeGN9XZ/5Vrrfq0lnSiqCV+R+zf5KlNGAzun MN44tchoRe5Jz+Cy2VTNZg== 0000737468-09-000028.txt : 20090813 0000737468-09-000028.hdr.sgml : 20090813 20090616131910 ACCESSION NUMBER: 0000737468-09-000028 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON TRUST BANCORP INC CENTRAL INDEX KEY: 0000737468 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 050404671 STATE OF INCORPORATION: RI FISCAL YEAR END: 0920 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 23 BROAD ST CITY: WESTERLY STATE: RI ZIP: 02891 BUSINESS PHONE: 4013481200 MAIL ADDRESS: STREET 1: 23 BROAD STREET CITY: WESTERLY STATE: RI ZIP: 02891 CORRESP 1 filename1.htm corresp20090616.htm
WASHINGTON TRUST BANCORP, INC.


Filed via EDGAR and Federal Express

 
June 16, 2009
 
Mr. Todd Schiffman
Assistant Director
Financial Services Group
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549
 
 
Re:  Washington Trust Bancorp, Inc.
  Form 8-K, filed April 27, 2009
  File No. 001-32991
 
Dear Mr. Schiffman:
 
This letter is submitted on behalf of Washington Trust Bancorp, Inc. (the “Company” or “Washington Trust”) in response to the comments of the staff (the “Staff”) of the Financial Services Group of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) as set forth in your comment letter dated June 3, 2009 (the “Comment Letter”), with respect to the Company’s Form 8-K filed with the Commission on April 27, 2009 (“the Filing”).
 
For reference purposes, the text of the Comment Letter has been reproduced herein with the responses below each numbered comment.
 
Form 8-K dated April 27, 2009
 
Comment Number 1:
 
We note your presentation of “tangible book value per share,” “return on average tangible assets,” “return on average tangible equity” and “tangible equity to tangible assets” in the information furnished under Item 2.02 of the Form 8-K dated April 27, 2009.  These ratios appear to be non-GAAP measures as defined by Regulation G and Item 10(e) of Regulation S-K as they are not required by GAAP, Commission Rules, or banking regulatory requirements.  To the extent you plan to provide these non-GAAP ratios in the future, the staff notes the following:
 
·  
To the extent you disclose or release publicly any material information that includes a non-GAAP measure, you should be cognizant of the requirements in Regulation G to label the measure as non-GAAP and provide a reconciliation to the most clearly comparable GAAP measure.

·  
To the extent that you plan to disclose these ratios in future Item 2.02 Form 8-K’s, you should provide all of the disclosures required by Instruction 2 to Item 2.02 of Form 8-K.
 
Mr. Todd Schiffman
Securities and Exchange Commission
June 16, 2009
Page  of 2 of 3
 

·  
To the extent these ratios are disclosed in future filings with the Commission, you should comply with all of the requirements of Item 10(e) of Regulation S-K, including clearly labeling the ratios as non-GAAP measures and comply with all of the disclosure requirements.
 
Response to Comment Number 1:
 
The Company concurs with the comments of the Staff.
 
To the extent the Company discloses or releases publicly any material information in the future that includes a non-GAAP measure, the Company will label the measure as non-GAAP and provide a reconciliation to the most clearly comparable GAAP measure in accordance with the requirements in Regulation G.
 
To the extent the Company discloses these ratios in future Item 2.02 Form 8-Ks, all of the disclosures required by Instruction 2 to Item 2.02 of Form 8-K will be provided.
 
To the extent these ratios are disclosed in future filings with the Commission, the Company will comply with all of the requirements of Item 10(e) of Regulation S-K, including clearly labeling the ratios as non-GAAP measures and will comply with all of the disclosure requirements.
 
Other Matter
 
We hereby acknowledge and confirm the following with respect to filings made by the Company:
 
·  
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·  
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·  
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
 
*            *            *            *            *
Mr. Todd Schiffman
Securities and Exchange Commission
June 16, 2009
Page  of 3 of 3
 
If you have any inquiries or wish to have a discussion regarding the enclosed matters, please contact the undersigned at (401) 348-1319.  My fax number is (401) 348-1565.
 
Sincerely,
 
/s/ David V. Devault
 
David V. Devault
Executive Vice President, Chief Financial Officer and Secretary
 
 
 


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