BANCORP RHODE ISLAND INC
8-K, 2000-09-05
NATIONAL COMMERCIAL BANKS
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                       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):September 5, 2000
                               (September 1,2000)
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                           BANCORP RHODE ISLAND, INC.
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             (Exact name of registrant as specified in its charter)

                                  Rhode Island

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                 (State or other jurisdiction of incorporation)

          333-33182                                       05-0509802
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    (Commission File Number)                (IRS Employer Identification Number)

              One Turks Head Place, Providence, Rhode Island 02903
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                    (Address of principal executive offices)

                                 (401) 456-5000
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              (Registrant's telephone number, including area code)

                                       N/A
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          (Former name or former address, if changed since last report)


<PAGE>



Item 5:           Other Events.
------

         On September 1, 2000,  Bank Rhode Island  ("Bank RI") and Bancorp Rhode
Island,  Inc.   ("Bancorp")  received  final  approval  from  the  Rhode  Island
Department of Business Regulation for reorganization into a bank holding company
structure  and effected the  reorganization.  Stock in Bank RI will be exchanged
one-for-one  for stock of Bancorp.  The  Bancorp  stock will trade on the Nasdaq
Stock Market under the symbol "BARI".

         The business activities of Bancorp will initially consist solely of the
operation of Bank RI as a wholly owned bank  subsidiary.  It is possible that in
the future Bancorp may acquire or commence  additional  businesses;  however, no
specific  acquisitions or new business activities are currently planned. Bank RI
will   continue  its  current   business  and   operations  as  a  Rhode  Island
state-chartered  financial  institution  under its existing  name.  The existing
charter  and  bylaws  of Bank  RI  will  not be  substantially  affected  by the
reorganization.  Bank  RI's  press  release  announcing  the  completion  of the
restructuring  is  attached  to this Form 8-K and made a part  hereof as Exhibit
99.1.


Item 7:           Financial Statements and Exhibits.
-------

(a)      Financial Statements of Businesses Acquired.

         Not applicable.

(b)      Pro Forma Financial Information.

         Not applicable.

(c)      Exhibits.

         99.1      Press Release dated September 1, 2000


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<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                         BANCORP RHODE ISLAND, INC.



                                         By:      /s/ Albert R. Rietheimer
                                                  -------------------------
                                                  Albert R. Rietheimer
                                                  Chief Financial Officer


Date:  September 5, 2000

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