-----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, Or/f0osxUn7zDnNVtLOKhD0PWX80pbe3X5iUz2FZog9H01qqBz7X4ct7pM/VWTwQ QUJnLRRw5P6bwZowFYJe5w== 0000737468-99-000011.txt : 19990830 0000737468-99-000011.hdr.sgml : 19990830 ACCESSION NUMBER: 0000737468-99-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990825 ITEM INFORMATION: FILED AS OF DATE: 19990827 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: 8-K SEC ACT: SEC FILE NUMBER: 000-13091 FILM NUMBER: 99700925 BUSINESS ADDRESS: STREET 1: 23 BROAD ST CITY: WESTERLY STATE: RI ZIP: 02891 BUSINESS PHONE: 4013481200 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 25, 1999 WASHINGTON TRUST BANCORP, INC. (Exact name of registrant as specified in its charter) RHODE ISLAND 0-13091 05-0404671 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 23 Broad Street, Westerly, Rhode Island 02891 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (401) 348-1200 N/A - -------------------------------------------------------------------------------- (Former name,former address and former fiscal year,if changed since last report) WASHINGTON TRUST BANCORP, INC. FORM 8-K Item 5. Other Events On August 25, 1999, Washington Trust Bancorp, Inc., parent of The Washington Trust Company, announced that it has completed the acquisition of Pier Bank, a Rhode Island-chartered community bank headquartered in South Kingstown, Rhode Island. Effective at the close of business on August 25, 1999, Pier Bank's two branches, in South Kingstown and Narragansett, Rhode Island, will operate under "The Washington Trust Company" name. Conversion of customer deposit and loan accounts will take place on September 24, 1999. As a result of the acquisition, Washington Trust Bancorp, Inc., had pro forma assets at June 30, 1999 of $1.077 billion. Washington Trust Bancorp, Inc. is headquartered in Westerly, Rhode Island. Attached hereto as Exhibit 99 is the press release announcing the completion of the acquisition. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits a. None b. None c. Exhibits Exhibit No. Description ----------- ----------------------------------------------- 99 Press release of Washington Trust Bancorp, Inc. issued August 25, 1999. SIGNATURES ---------- Pursuant to the requirements 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) Dated: August 25, 1999 By: David V. Devault ------------------------------------ Name: David V. Devault Title: Executive Vice President, Treasurer and Chief Financial Officer (principal financial officer) EX-99 2 EXHIBIT INDEX Exhibit No. Description - ----------- -------------------------------------------------------------- 99 Press release of Washington Trust Bancorp, Inc. issued August 25, 1999. Contact: John C. Warren, Chairman and Chief Executive Officer Telephone: 401-348-1200 Date: August 25, 1999 FOR IMMEDIATE RELEASE Washington Trust Completes Pier Bank Acquisition Increases Market Share in Southern Rhode Island Westerly, Rhode Island ... Washington Trust Bancorp, Inc. (Nasdaq National Market: WASH) today completed its acquisition of Pier Bank, a Rhode Island-chartered community bank headquartered in South Kingstown, RI. The acquisition is part of Washington Trust's strategy to expand its consumer and commercial banking presence in Rhode Island. Effective at the close of business today, Pier Bank's two branches, in South Kingstown and Narragansett, Rhode Island, will operate under "The Washington Trust Company" name. Conversion of of customer deposit and loans accounts will take place on September 24, 1999. John C. Warren, Washington Trust Chairman and Chief Executive Officer stated, "The acquisition is beneficial to Pier Bank customers and the local community. It provides customers with more convenient access to full service banking, including trust and investment management services." As a result of the acquisition, Washington Trust had pro forma assets at June 30, 1999 of $1.077 billion, deposits of $653 million and loans of $527 million. The combined institutions have 14 branch offices, including 3 supermarket branches, and 25 ATMs. Warren also announced that Joseph E. LaPlume, former Pier Bank President and CEO, will assume the position of Senior Vice President and Regional Manager, with responsibility for Washington Trust's Narragansett, Wakefield, Bonnet Shores, Charlestown and Richmond branch offices. - M O R E - Washington Trust/ Page Two August 25, 1999 Under terms of the agreement, Pier Bank stockholders automatically become stockholders of Washington Trust Bancorp, Inc. upon exchange of Pier Bank shares. Washington Trust will exchange .468 shares of its common stock for each share of common stock held by a Pier Bank stockholder. In addition, Pier Bank stockholders entitled to a fraction of a share of Washington Trust common stock will be paid an amount of cash equal to the product of such fraction and $16.5458, subject to applicable withholding taxes. Washington Trust Bancorp, Inc. is the parent of The Washington Trust Company, a Rhode Island-chartered bank founded in 1800. The Bank offers a full range of financial services, including trust and investment management, through its offices in southern Rhode Island and southeastern Connecticut. Washington Trust's common stock trades on The Nasdaq Stock Market(R) under the symbol WASH. Stockholder information is available on the Corporation's web site at www.washtrust.com. # # # This release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Corporation's actual results could differ materially from those projected in the forward-looking statements as a result, among other factors, of changes in general national or regional economic conditions, changes in interest rates, reductions in deposit levels necessitating increased borrowing to fund loans and investments, changes in the size and nature of the Corporation's competition, changes in loan default and charge-off rates, and changes in the assumptions used in making such forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----