-----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, Kgn3qo29C32mvkTk9Cz5wJF+ifxGNoCf4PyxhnXjk8Fh+8MttXAO2pNB5CwQFMbj y+i3o0sA/TQkXl4nkxQ0ZQ== 0000737468-97-000007.txt : 19970611 0000737468-97-000007.hdr.sgml : 19970611 ACCESSION NUMBER: 0000737468-97-000007 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970610 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: 97621289 BUSINESS ADDRESS: STREET 1: 23 BROAD ST CITY: WESTERLY STATE: RI ZIP: 02891 BUSINESS PHONE: 4013481200 424B3 1 PROSPECTUS 378,728 Shares WASHINGTON TRUST BANCORP, INC. Common Stock $0.0625 Par Value ---------------------------------- THE OFFERING This Prospectus relates to 378,728 shares of Common Stock, $0.0625 par value, of Washington Trust Bancorp, Inc. (the "Corporation"), including the associated common share purchase rights (the "Rights") issued pursuant to the Rights Agreement between the Corporation and The Washington Trust Company, as Rights Agent, purchased or which may be purchased by certain officers and directors of the Corporation (the "Selling Shareholders") pursuant to stock options granted pursuant to the Corporation's Amended and Restated 1988 Stock Option Plan, as amended. Specific information as to the Selling Shareholders may be found on page 3 of this Prospectus. The Corporation has been informed that said 378,728 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 closing price for the Common Stock on The Nasdaq Stock Market on June 6, 1997 was $27.00 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 Corporation 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 June 6, 1997. AVAILABLE INFORMATION The Corporation is subject to the informational 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 Corporation 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 Commission maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission at http://www.sec.gov. The Corporation's Common Stock is listed on The Nasdaq Stock Market, and such reports, proxy statements and certain other information concerning the Corporation 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 Corporation has filed with the Commission under the Securities Act of 1933 and to which reference is hereby made. The Corporation will provide without charge to each person to whom this Prospectus is delivered, upon written or oral request, a copy of any document incorporated by reference in this Prospectus, other than exhibits to any such document unless such exhibits are specifically incorporated by reference. Requests for such documents should be directed to Washington Trust Bancorp, Inc., 23 Broad Street, Westerly, Rhode Island 02891, Attn: David V. Devault, Vice President, Treasurer and Chief Financial Officer (telephone number 401-348-1200). INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are incorporated herein by reference the following documents: 1. The Corporation's Annual Report on Form 10-K for the year ended December 31, 1996, filed with the Commission pursuant to Section 13(a) of the Exchange Act. 2. The Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 filed with the Commission pursuant to Section 13(a) of the Exchange Act. 3. The description of the Corporation's Common Stock which is contained in its Registration Statement filed under the Exchange Act, including all amendments and reports updating such description, and the description of the Rights which is contained in its Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act on August 16, 1996, and Amendment No. 1 on Form 8-A/A thereto, and all amendments thereto and reports filed for the purpose of updating such description. 4. All other documents filed by the Corporation 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. 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 Corporation is registered under the Bank Holding Company Act of 1956. The executive offices of the Corporation 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 as of April 30, 1997, the number of shares of Common Stock of the Corporation 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 Number of Percentage of Number of Shares of Shares Which Shares To Be Class to be Owned Name and Position Common Stock May Be Owned After After Offering with Corporation Beneficially Owned (1) Offered (2) Offering - ---------------- ---------------------- ------------ --------- ---------------- John C. Warren 3,167 15,305 3,167 * Director, President and Chief Executive Officer, former Chief Operating Officer Joseph J. Kirby 12,231 119,937 576 * Director, former Chairman, President and Chief Executive Officer David V. Devault 4,958 32,125 84 * Vice President, Treasurer and Chief Financial Officer Number of Percentage of Number of Shares of Number of Shares Shares To Be Class to be Name and Position Common Stock Which May Owned After Owned After with Corporation Beneficially Owned (1) Be Offered(2) Offering Offering - ----------------- ---------------------- ---------------- ------------ ------------ Harvey C. Perry II 6,007 28,548 14 * Vice President and Secretary Stephen M. Bessette 0 0 0 * Senior Vice President - Retail Lending of the Bank Vernon F. Bliven 3,509 14,399 432 * Senior Vice President - Human Resources of the Bank Robert G. Cocks, Jr. 290 16,406 290 * Senior Vice President - Lending of the Bank Louis W. Gingerella, Jr. 124 12,173 124 * Senior Vice President - Credit Administration of the Bank B. Michael Rauh, Jr. 1,136 9,865 1,136 * Senior Vice President - Retail Banking of the Bank Gary E. Bennett 432 4,500 432 * Director Steven J. Crandall 1,113 13,500 1,113 * Director Richard A. Grills 122,841 13,500 122,841 2.81% Director Larry J. Hirsch 3,436 4,500 2,070 * Director Katherine W. Hoxsie 22,639 13,500 22,639 * Director Mary E. Kennard 900 4,500 132 * Director Number of Percentage of Number of Shares of Number of Shares Shares To Be Class to be Name and Position Common Stock Shares Which May Owned After Owned After with Corporation Beneficially Owned (1) Be Offered (2) Offering Offering - ---------------- ---------------------- ---------------- ------------ ------------- James W. McCormick, Jr. 12,835 13,500 8,835 * Director Brendan P. O'Donnell 6,952 13,410 6,952 * Director Victor J. Orsinger, II 13,137 11,953 7,200 * Director Anthony J. Rose, Jr. 71,533 13,500 70,221 1.60% Director James P. Sullivan 1,773 12,207 1,773 * Director Neil H. Thorp 9,632 11,400 8,057 * Director
- ---------------- * Less than one percent. (1) Includes shares beneficially owned as of April 30, 1997 by each individual as reported to the Commission in accordance with Section 16(a) of the Exchange Act. (2) Includes shares owned that were purchased pursuant to stock options granted by the Corporation and shares that may be purchased pursuant to both vested and nonvested stock options granted by the Corporation. EXPERTS The consolidated balance sheets of Washington Trust Bancorp, Inc. and subsidiary as of December 31, 1996 and 1995, 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, 1996, 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. Future financial statements of the Corporation 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-----