-----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, Qn4c2PQAC0zh0nVpIUh+Xqx8zUomPeUC1hpwUqhxaQgWgyeQSvOpAjVlcvmSqPSs 2Uh/ts1bvQJ5N32SrwfFpw== 0000737468-98-000005.txt : 19980331 0000737468-98-000005.hdr.sgml : 19980331 ACCESSION NUMBER: 0000737468-98-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980330 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: 10-K/A SEC ACT: SEC FILE NUMBER: 000-13091 FILM NUMBER: 98578236 BUSINESS ADDRESS: STREET 1: 23 BROAD ST CITY: WESTERLY STATE: RI ZIP: 02891 BUSINESS PHONE: 4013481200 10-K/A 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (Mark One) [X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1997 or [ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 000-13091 ------------------------------- WASHINGTON TRUST BANCORP, INC. (Exact name of registrant as specified in its charter) ------------------------------- RHODE ISLAND 05-0404671 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 23 BROAD STREET WESTERLY, RHODE ISLAND 02891 (Address of principal executive offices) (Zip Code) 401-348-1200 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.0625 PAR VALUE PER SHARE (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of 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. [X] Yes [ ] No 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. [X] The aggregate market value of voting stock held by non-affiliates of the registrant was $200,976,024 at February 27, 1998 which includes $18,949,253 held by The Washington Trust Company under trust agreements and other instruments. The number of shares of common stock of the registrant outstanding as of February 27, 1998 was 6,659,086. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's Proxy Statement dated March 18, 1998 for the Annual Meeting of Shareholders to be held April 28, 1998 are incorporated by reference into Part III of this Form 10-K. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1. The financial statements of the Registrant required in response to this Item are listed in response to Part II, Item 8 of Form 10-K for the fiscal year ended December 31, 1997 filed with the Commission on March 18, 1998. 2. Financial Statement Schedules. All schedules normally required by Article 9 of Regulation S-K and all other schedules to the consolidated financial statements of the Registrant have been omitted because the required information is either not required, not applicable, or is included in the consolidated financial statements or notes thereto. (b) The following reports on Form 8-K were filed during the fourth quarter of the year ended December 31, 1997: On October 16, 1997, a Form 8-K was filed which reported that the Registrant's Board of Directors approved a 3-for-2 stock split on shares of common stock. The stock split, in the form of a stock dividend, was paid on November 19, 1997 to shareholders of record as of November 5, 1997. On December 22, 1997, a Form 8-K was filed which reported that the Registrant's Board of Directors approved a program to repurchase up to 150,000 shares of its common stock, or approximately 2.3% of its outstanding shares, in the open market or in private transactions, based upon market conditions. (C) Exhibit Index. Exhibit Number -------------- 3.a Restated Articles of Incorporation of the Registrant - Filed as Exhibit 3.(i) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (1) 3.b Amendment to Restated Articles of Incorporation - Filed as Exhibit 3.i to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997. (1) 3.c Amended and Restated By-Laws of the Corporation - Filed as Exhibit 3.c to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. (1) 4 Rights Agreement between the Registrant and The Washington Trust Company dated as of August 15, 1996 (including Form of Right Certificate attached thereto as Exhibit A) - Filed as Exhibit 1 to the Registrant's Registration Statement on Form 8-A (File No. 000-13091) filed with the Commission on August 16, 1996. (1) 10.a Supplemental Pension Benefit and Profit Sharing Plan - Filed as Exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (1) (2) 10.b Short Term Incentive Plan Description - Filed as Exhibit 10.b to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. (1) (2) 10.c Plan for Deferral of Directors' Fees - Filed as Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (1) (2) 10.d Amended and Restated 1988 Stock Option Plan - Filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994. (1) (2) 10.e Vote of the Board of Directors of the Corporation which constitutes the 1996 Directors' Stock Plan - Filed as Exhibit 99.2 to the Registrant's Registration Statement on Form S-8 ( File No. 333-13167) filed with the Commission on October 1, 1996. (1) (2) 10.f The Registrant's 1997 Equity Incentive Plan - Filed as Exhibit 10.a to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997. (1) (2) 10.g Change in Control Agreements with Executive Officers - Filed as Exhibit 10.b to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997. (1) (2) 21 Subsidiaries of the Registrant - Filed as Exhibit 21 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. (1) 23 Consent of Independent Auditors - Filed as Exhibit 23 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. (1) 27 Financial Data Schedule as of December 31, 1997 - Filed as Exhibit 27 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997. (1) 27.1 Restated Financial Data Schedules as of December 31, 1995, March 31, 1996, June 30, 1996 and September 30, 1996 - Filed herewith. 27.2 Restated Financial Data Schedules as of December 31, 1996, March 31, 1997, June 30, 1997 and September 30, 1997 - Filed herewith. ------------------ (1) Not filed herewith. In accordance with Rule 12b-32 promulgated pursuant to the Securities Exchange Act of 1934, as amended, reference is made to the documents previously filed with the Commission, which are incorporated by reference herein. (2) Management contract or compensatory plan or arrangement (d) Financial Statement Schedules. None. 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. WASHINGTON TRUST BANCORP, INC. -------------------------------- (Registrant) Date: March 27, 1998 By David V. Devault --------------------------- ------------------------------------ David V. Devault Vice President, Treasurer and Chief Financial Officer (principal financial and principal accounting officer) EX-27 2 EXHIBIT 27.1
9 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO OF WASHINGTON TRUST BANCORP, INC. AS OF DECEMBER 31, 1995, MARCH 31, 1996, JUNE 30, 1996 AND SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR 3-MOS 6-MOS 9-MOS DEC-31-1995 DEC-31-1996 DEC-31-1996 DEC-31-1996 DEC-31-1995 MAR-31-1996 JUN-30-1996 SEP-30-1996 15,052 12,540 17,041 18,921 0 0 0 0 13,599 1,783 1,953 37 0 0 0 0 85,552 89,490 100,241 145,016 28,873 29,799 29,532 28,263 29,433 29,981 29,488 28,301 386,459 391,367 399,536 406,893 7,785 7,932 8,150 8,430 547,659 543,646 566,638 623,414 467,854 456,876 470,257 470,987 8,604 25,940 35,391 88,871 18,264 6,363 5,150 6,303 0 0 0 0 0 0 0 0 0 0 0 0 180 180 181 272 52,757 54,287 55,659 56,981 547,659 543,646 566,638 623,414 35,704 8,837 17,814 26,963 5,727 1,857 3,725 6,368 855 85 140 180 42,286 10,779 21,679 33,511 15,716 4,045 8,093 12,175 17,015 4,388 8,943 13,985 25,271 6,391 12,736 19,526 1,400 300 600 900 496 198 148 266 19,355 4,850 9,915 15,188 11,719 3,139 6,114 9,633 11,719 3,139 6,114 9,633 0 0 0 0 0 0 0 0 7,688 2,009 4,036 6,357 1.21 .31 .63 .98 1.17 .30 .61 .95 5.24 5.28 5.18 5.15 8,574 0 0 0 256 0 0 0 0 0 0 0 7,100 0 0 0 9,328 7,785 7,785 7,785 3,416 325 733 926 473 172 498 671 7,785 7,932 8,150 8,430 7,785 0 0 0 0 0 0 0 1,768 0 0 0 See discussion of potential problem loans required by Guide 3, section III.C.2 under the caption Guide 3 Statistical Disclosures in the Corporation's Form 10-K for the fiscal year ended December 31, 1995. Adjusted to reflect the 3-for-2 stock splits paid on November 19, 1997 and October 15, 1996.
EX-27 3 EXHIBIT 27.2
9 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO OF WASHINGTON TRUST BANCORP, INC. AS OF DECEMBER 31, 1996, MARCH 31, 1997, JUNE 30, 1997 AND SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 YEAR 3-MOS 6-MOS 9-MOS DEC-31-1996 DEC-31-1997 DEC-31-1997 DEC-31-1997 DEC-31-1996 MAR-31-1997 JUN-30-1997 SEP-30-1997 17,442 16,072 20,489 18,653 0 0 0 0 1,548 9,050 8,200 7,292 0 0 0 0 198,317 252,090 235,806 238,891 27,926 27,574 49,246 49,711 28,115 27,503 49,631 50,392 418,993 425,194 440,150 451,602 8,495 8,585 8,411 8,823 694,946 769,213 793,168 806,448 476,561 489,094 514,390 532,172 14,000 19,309 15,753 10,555 144,958 200,489 199,551 198,132 0 0 0 0 0 0 0 0 0 0 0 0 273 273 275 275 59,154 60,048 63,199 65,314 694,946 769,213 793,168 806,448 36,106 9,274 18,986 28,940 9,491 4,140 8,876 13,700 209 61 132 259 45,806 13,475 27,994 42,899 16,275 4,136 8,489 13,160 19,667 6,781 14,188 21,796 26,139 6,694 13,806 21,103 1,200 300 600 1,000 368 254 627 683 20,536 5,491 11,643 17,738 12,723 3,235 6,597 10,060 12,723 3,235 6,597 10,060 0 0 0 0 0 0 0 0 8,425 2,151 4,412 6,776 1.30 .33 .67 1.03 1.25 .32 .65 .99 4.99 4.10 4.12 4.12 7,542 0 0 0 1,447 0 0 0 0 0 0 0 5,200 0 0 0 7,785 8,495 8,495 8,495 1,273 316 828 960 783 106 144 288 8,495 8,585 8,411 8,823 8,495 0 0 0 0 0 0 0 2,461 0 0 0 See discussion of potential problem loans required by Guide 3, section III.C.2 under the caption Guide 3 Statistical Disclosures in the Corporation's Form 10-K for the fiscal year ended December 31, 1996. Adjusted to reflect the 3-for-2 stock splits paid on November 19, 1997 and October 15, 1996.
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