-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, pbknASuileS/QpoDFedMMQEtpdg+BFsT+cW3K9tYQbLw/pVETzTYpXO5T5WOdBae uOUpBdyaoiSUzptlp+dDUw== 0000737468-95-000007.txt : 19950908 0000737468-95-000007.hdr.sgml : 19950908 ACCESSION NUMBER: 0000737468-95-000007 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950907 SROS: NASD 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: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-23048 FILM NUMBER: 95570864 BUSINESS ADDRESS: STREET 1: 23 BROAD ST CITY: WESTERLY STATE: RI ZIP: 02891 BUSINESS PHONE: 4013481200 424B3 1 PROSPECTUS 278,734 Shares WASHINGTON TRUST BANCORP, INC. Common Stock $0.0625 Par Value __________________________________ THE OFFERING This Prospectus relates to 278,734 shares of Common Stock, $0.0625 par value, of Washington Trust Bancorp, Inc. (the "Company") purchased or which may be purchased by certain officers and directors of the Company (the "Selling Shareholders") pursuant to stock options granted pursuant to the Company's 1988 Stock Option Plan. Specific information as to the Selling Shareholders may be found on page 3 of this Prospectus. The Company has been informed that said 278,734 shares of Common Stock may be offered from time to time publicly by the Selling Shareholders through one or more transactions in the over-the-counter market or through one or more brokers. The shares will be offered at prices prevailing at the time of sale. The market price for the Common Stock on August 30, 1995, was $26.375 per share. The Selling Shareholders and anyone effecting sales on behalf of the Selling Shareholders may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, and commissions or discounts given may be regarded as underwriting commissions or discounts under said Act. The Company will not receive any of the proceeds from sales by the Selling Shareholders. _______________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ________________________________ The date of this Prospectus is August 30, 1995. AVAILABLE INFORMATION The Company is subject to the information requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "Commission"). Proxy statements, reports and other information concerning the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 5th Street, N.W., Room 1024, Washington, D.C. 20549 and at the Commission's Regional Offices in New York (7 World Trade Center, Suite 1300, New York, New York 10048) and Chicago (Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661), and copies of such material can be obtained from the Public Reference Section of the Commission at 450 5th Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company's Common Stock is listed on the Nasdaq Small-Cap Market, and such reports, proxy statements and certain other information concerning the Company may also be inspected at the offices of Nasdaq Operations, 1735 K Street, NW, Washington, D.C. 20006. This Prospectus does not contain all information set forth in the Registration Statement and Exhibits thereto which the Company has filed with the Commission under the Securities Act of 1933 and to which reference is hereby made. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are incorporated herein by reference the following documents: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1994, filed with the Commission pursuant to Section 13(a) of the Exchange Act. 2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995 and June 30, 1995 filed with the Commission pursuant to Section 13(a) of the Exchange Act. 3. The description of the Company's Common Stock which is contained in its Registration Statement filed under the Exchange Act, including all amendments and reports updating such description. 4. All other documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Prospectus. WASHINGTON TRUST BANCORP, INC. Washington Trust Bancorp, Inc. (the "Company") is a bank holding company that has as its principal subsidiary The Washington Trust Company (the "Bank"), which engages in a general commercial banking and trust business. The Company is registered under the Bank Holding Company Act of 1956. The executive offices of the Company are located at 23 Broad Street, Westerly, Rhode Island 02891 (Telephone: 401-348-1200). SELLING SHAREHOLDERS Set forth below is information as to the Selling Shareholders, the number of shares of Common Stock of the Company beneficially owned, the number which may be offered as set forth on the cover of this Prospectus (assuming certain stock options are exercised) and the number of shares to be owned after completion of the offering assuming all shares are sold.
Number of Shares of Number of Number of Percentage of Common Stock Shares Which Shares to be Class to be Name and Position Beneficially May Be Owned After Owned After with Company Owned Offered (1) Offering Offering - ------------------ ------------ ------------ ------------ ------------- Joseph J. Kirby 5,580 80,116 5,580 * Director, President and Chief Executive Officer Joseph H. Potter 9,132 36,358 9,132 * Director and Executive Vice President David V. Devault 252 20,090 252 * Vice President and Chief Financial Officer Harvey C. Perry II 1,696 15,635 1,162 * Vice President and Secretary Louis J. Luzzi 1,406 11,240 1,406 * Vice President and Treasurer Vernon F. Bliven 1,117 9,928 796 * Senior Vice President- Human Resources of the Bank Robert G. Cocks, Jr. 123 9,573 123 * Senior Vice President - Lending of the Bank Number of Shares of Number of Number of Percentage of Common Stock Shares Which Shares to be Class to be Name and Position Beneficially May Be Owned After Owned After with Company Owned Offered (1) Offering Offering - ------------------ ------------ ------------ ------------ ------------- Louis W. Gingerella, Jr. 66 6,857 66 * Senior Vice President - Credit Administration of the Bank B. Michael Rauh, Jr. 721 4,940 721 * Senior Vice President - Retail Banking of the Bank Gary E. Bennett 150 1,500 150 * Director Steven J. Crandall 437 9,000 437 * Director Richard A. Grills 76,535 9,000 76,535 2.70% Director Larry J. Hirsch 1,603 1,500 1,603 * Director Katherine W. Hoxsie 14,825 8,500 14,825 * Director Mary E. Kennard 247 1,497 0 * Director James W. McCormick, Jr. 4,762 9,000 4,762 * Director Brendan P. O'Donnell 3,375 8,500 3,375 * Director Victor J. Orsinger, II 7,079 9,000 7,079 * Director Anthony J. Rose, Jr. 42,178 8,500 42,178 1.49% Director Number of Shares of Number of Number of Percentage of Common Stock Shares Which Shares to be Class to be Name and Position Beneficially May Be Owned After Owned After with Company Owned Offered (1) Offering Offering - ------------------ ------------ ------------ ------------ ------------- James P. Sullivan 480 9,000 480 * Director Neil H. Thorp 4,406 9,000 4,406 * Director
________________ * Less than one percent. (1) Includes shares owned that were purchased pursuant to stock options granted by the Company and shares that may be purchased pursuant to both vested and unvested stock options granted by the Company. EXPERTS The consolidated balance sheets of Washington Trust Bancorp, Inc. and subsidiary as of December 31, 1994 and 1993, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1994, incorporated by reference in the Registration Statement have been incorporated herein and in the Registration Statement in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The report of KPMG Peat Marwick LLP covering the December 31, 1994 and 1993 financial statements included an explanatory paragraph that described the adoption of new methods of accounting for investments in debt and equity securities and income taxes. Future financial statements of the Company that are examined by KPMG Peat Marwick LLP also will be incorporated by reference in the Registration Statement in reliance upon said authority of that firm to the extent that such firm has reported on those statements and consented to the use of their reports therein. -----END PRIVACY-ENHANCED MESSAGE-----