As filed with the Securities and Exchange Commission on February 11, 1994
Registration No. 33-28065
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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
(401) 348-1200
(Address, including zip code; telephone number, including area code,
of Registrant's principal executive offices)
JOSEPH J. KIRBY, President
WASHINGTON TRUST BANCORP, INC.
23 Broad Street
Westerly, Rhode Island 02891
(401) 348-1200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
V. DUNCAN JOHNSON, ESQ.
EDWARDS & ANGELL
2700 Hospital Trust Tower
Providence, Rhode Island 02903
(401) 274-9200
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WASHINGTON TRUST BANCORP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
CROSS REFERENCE SHEET
for
Registration Statement on Form S-3 and Prospectus
Form S-3 Item No. and Caption Heading in Prospectus
1. Forepart of Registration
Statement and Outside Front
Cover Page of Prospectus................. Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus................ Inside Front Cover
Page of Prospectus
3. Summary Information, Risk
Factors and Ratio of Earnings to
Fixed Charges............................ Not Applicable
4. Use of Proceeds.......................... Use of Proceeds
5. Determination of Offering Price......... Not Applicable
6. Dilution................................ Not Applicable
7. Selling Security Holders................ Not Applicable
8. Plan of Distribution.................... Dividend
Reinvestment and
Stock Purchase Plan
9. Description of Securities
to be Registered........................ Incorporation of
Certain Documents by
Reference
10. Interest of Named Experts and
Counsel ................................ Legal Matters
11. Material Changes........................ Not Applicable
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12. Incorporation of Certain
Documents by Reference................... Incorporation of
Certain Documents by
Reference
13. Disclosure of Commission
Position on Indemnification for
Securities Act Liabilities ............. Indemnification
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Prospectus
WASHINGTON TRUST BANCORP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
120,000 Shares
COMMON STOCK
PAR VALUE $.0625
The Dividend Reinvestment and Stock Purchase Plan described
herein (the "Plan") provides the holders of Common Stock, par
value $.0625 per share ("Common Stock"), of Washington Trust
Bancorp, Inc. (the "Corporation") and the employees of the
Corporation or any of its subsidiaries, a simple and
convenient method, without brokerage commission or service
charge, of investing cash dividends and optional cash payments
of not less than $25 per remittance and not more than $1,000 in
the aggregate per calendar quarter, in additional shares of
Common Stock. Employees of the Corporation or any of its
subsidiaries may elect to purchase Common Stock through
automatic payroll deductions with a minimum of $5 invested per
pay period and an aggregate maximum of $1,000 deducted per
quarterly period.
Shares of Common Stock will be purchased from the
Corporation or in the open market. The purchase price for
shares of Common Stock purchased from the Corporation will be
equal to the Direct Purchase Price (as defined herein). Shares
purchased in the open market will be deemed to be purchased at
the average price of all shares purchased for the Plan with the
proceeds of the dividends and optional cash payments then being
invested. The Washington Trust Company ("WTC") acts as agent
for participants of the Plan, except for purchases of Common
Stock purchased otherwise than directly from the Corporation.
The Plan amends and replaces the Corporation's Dividend
Reinvestment and Stock Purchase Plan, as amended (Old Plan) and
current participants in the Old Plan will be automatically
enrolled in the new Plan unless they withdraw from
participation.
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The Corporation's Common Stock is traded on the National
Association of Securities Dealers' over-the-counter market and
is quoted on the NASDAQ Small-Cap Market listing. It is
recommended that this Prospectus be retained for future
reference.
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.
Dated: February 11, 1994
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WASHINGTON TRUST BANCORP, INC.
Washington Trust Bancorp, Inc. (the "Corporation"), a
Rhode Island corporation, is the issuer of the shares of Common
Stock, par value $.0625 per share (the "Common Stock"), offered
hereunder. The mailing address of the executive offices of the
Corporation is 23 Broad Street, P.O. Box 512, Westerly, Rhode
Island 02891-0512, telephone number (401) 348-1200.
DESCRIPTION OF
THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following is a summary of the provisions of the
Dividend Reinvestment and Stock Purchase Plan (the "Plan")
offered to holders of Common Stock of the Corporation.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to (a) provide holders of record
of shares of Common Stock with a simple and convenient method
of investing cash dividends and optional cash payments in
shares of Common Stock without payment of any brokerage
commission or service charge; (b) enable employees of the
Corporation or any of its subsidiaries who participate in the
Plan the opportunity to purchase shares of Common Stock by
making optional cash payments through automatic payroll
deductions; and (c) provide the Corporation with additional
funds for general corporate purposes when the Corporation
elects to sell shares of Common Stock to participants in the
Plan.
2. What are the differences between this Plan and the Old Plan?
The amendments to the Corporation's Old Plan are intended
primarily to make the Plan more attractive and available to
shareholders and employees of the Corporation.
--Maximum optional cash payment limits have been
increased from $500 to $1,000 per quarter; and
--Eligible Shareholders may make optional cash
payments by means of automatic electronic funds transfer
and Eligible Employees may make optional cash payments by
means of automatic payroll deductions.
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Advantages to Participants
3. What are the advantages of the Plan to participants?
Plan participants may elect: (a) to have cash dividends on
shares of Common Stock held by them as of dividend record dates
automatically reinvested; (b) to invest in shares of Common
Stock, during designated periods, by making optional cash
payments in an aggregate amount not exceeding $1,000 per
calendar quarter with such optional cash payments being made by
check, wire transfer, electronic funds transfer from a
predesignated bank account or for those participants who are
employees of the Corporation or any of its subsidiaries by
automatic payroll deduction while continuing to receive cash
dividends on the shares of Common Stock of which they are the
record holders; or (c) to invest both cash dividends and such
optional cash payments in shares of Common Stock.
The Plan permits investment by participants of their Common
Stock dividends or optional cash payments without the payment
of any commission or service charge in connection with
purchases of Common Stock under the Plan. The Plan permits
fractions of shares, as well as full shares, to be credited to
participants' accounts. Additionally, dividends in respect to
such fractional shares, as well as full shares, are credited to
participants' accounts and reinvested in additional shares or
fractions of shares. Regular statements of each account
provide participants with a record of each transaction.
Administration
4. Who administers the Plan for participants?
WTC, a wholly-owned subsidiary of the Corporation, or such
other bank or trust company as the Corporation may from time
to time designate as agent for the participating shareholders,
administers the Plan for participants, keeping records, sending
statements of account to participants and performing other
duties relating to the Plan. Shares of Common Stock purchased
under the Plan are registered in the name of WTC or one of its
nominees as agent for participants in the Plan.
In the event the Corporation advises WTC, prior to a
dividend payment date, that it does not wish to sell shares of
Common Stock to the Plan, Citizens Trust Company, Providence,
Rhode Island (the "Purchasing Agent"), or such other bank or
trust company as may be selected by the Corporation, will act
as agent to make purchases in the open market or in negotiated
transactions on terms as to price, delivery and otherwise as it
shall determine.
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Participation
5. Who is eligible to participate?
All holders of record of Common Stock except for
shareholders who are not residents of the United States and
whose dividends are subject to United States income tax
withholding are eligible to participate in the Plan ("Eligible
Shareholders"). Beneficial owners of such stock whose shares
are held for them in registered names other than their own,
such as in the names of brokers, bank nominees or trustees,
should, if they wish such shares to participate in the Plan,
either arrange for the holder of record to join the Plan or
have the shares transferred into a separate account which may
participate.
6. How do Eligible Shareholders and Eligible Employees
participate?
To participate in the Plan an Eligible Shareholder must
complete the Authorization Form and return it to WTC.
Authorization Forms are provided from time to time to all
holders of record of Common Stock. Authorization Forms may
be obtained upon request from The Washington Trust Company,
Trust and Investment Department, 23 Broad Street, P.O. Box 512,
Westerly, Rhode Island 02891-0512, Attention: Stock Transfer
Desk.
A plan participant may elect to make optional cash payments
by means of quarterly automatic electronic funds transfer. To
make such an election, the participant must complete, execute
and submit to the Stock Transfer Desk an Automatic Electronic
Investment Authorization Form. Additionally, a plan
participant who is also an employee of the Corporation or its
subsidiaries (an "Eligible Employee") may elect to make
optional cash payments by means of automatic payroll
deductions. To effect such an election, an Eligible Employee
must complete, execute and submit to the WTC Human Resources
Department an Employee Enrollment Form.
7. When may an Eligible Shareholder join the Plan and when
will participation commence?
An Eligible Shareholder may join the Plan at any time upon
completion and submission of an Authorization Form.
Reinvestment of dividends commences, for all Eligible
Shareholders electing such option, with the first dividend paid
on their shares of Common Stock after such Eligible
Shareholders join the Plan, provided that their Authorization
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Form is received by WTC at least five business days before
the record date for such dividend. If a participant also elects
to invest optional cash payments, the initial payment will be
invested as promptly as practicable on or after the first
dividend payment date for the Common Stock, provided the
participant's payment, if made in cash, check, money order
payable to WTC or wire transfer to WTC, and Authorization
Form are received at least five days prior to such dividend
payment date. Notwithstanding the foregoing, if a participant
elects to make optional cash payments by means of automatic
electronic funds transfer the participant must have submitted a
properly completed Automatic Electronic Investment
Authorization Form on or before the fifteenth business day prior to
the dividend payment date. Historically, dividends declared on
the Common Stock generally have been paid on the 15th day of
each January, April, July and October, and the record date for
each such dividend generally has been on the 1st day of the
respective month.
8. When may an Eligible Employee elect to initiate automatic
payroll deductions and how will such deductions be applied?
An Eligible Employee may elect to initiate automatic
payoll deductions at any time upon completion and submission of
an Employee Enrollment Form. Automatic payroll deductions
will commence as soon as practicable after receipt of the
Employee Enrollment Form. All funds automatically deducted
from an Eligible Employee's payroll check for a particular
quarter will be held without interest until the end of such
period whereupon such funds will then promptly be forwarded
to WTC. Such funds will be invested as promptly as practicable
on or after the first dividend date for the Common Stock
occurring after the date funds are submitted to WTC.
9. What does the Authorization Form provide as to dividends
and optional cash payments?
The Authorization Form directs the Corporation to pay to
WTC for the account of the participant all dividends on the
shares registered in the participant's name as well as on the
shares credited to his account under the Plan. It also
appoints WTC (or such other bank or trust company as the
Corporation may from time to time designate) as agent for the
participant and directs such agent to apply such dividends, and
any optional cash payments the participant may make, to the
purchase of shares of Common Stock in accordance with the terms
and conditions of the Plan.
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10. What does the Employee Enrollment Form provide as to the
optional cash payments automatically deducted from payroll?
The Employee Enrollment Form directs the Corporation to
deduct specified amounts during each pay period from the
Eligible Employee's payroll check for purposes of making
optional cash payments. In accordance with limitations
established from time to time by the Corporation, the Eligible
Employee may specify the amount to be withheld each pay period.
A participating Eligible Employee may change or terminate
such automatic payroll deduction by completing and submitting a
new Employee Enrollment Form with the WTC Human Resources
Department.
Costs
11. Are there any expenses to participants in connection with
participation under the Plan?
There are no brokerage fees incurred by participants with
respect to the purchase of shares from the Corporation
inasmuch as no brokerage fees are incurred in connection with
such purchases. In addition, the Corporation pays all
brokerage fees and other charges incurred in connection with
purchases through agents. All other costs of administration of
the Plan are paid by the Corporation.
Purchases
12. When and how are purchases made?
When shares of Common Stock are purchased from the
Corporation, purchases for the account of participants are
made on the dividend payment dates for the Common Stock. Other
purchases (see Question 14) are made as promptly as practicable
on or after the applicable dividend payment date. Neither the
Corporation nor WTC is liable for interest or other charges on
money held pending its investment in Common Stock.
13. How many shares does a participant purchase?
The number of shares purchased depends on the amount of the
participant's dividend, optional cash payments made by him, if
any, and the purchase price of the shares. Each participant's
account is credited with the number of shares, including
fractions computed to at least three decimal places, equal to
the total amount invested by him divided by the purchase price
per share.
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14. What is the price of shares purchased under the Plan?
The price of shares purchased from the Corporation (the
"Direct Purchase Price") is equal to the mean of the average
closing bid and asked prices of such Common Stock in the
over-the-counter market each business day during the 10
business day period immediately preceding the date of purchase,
provided that the Common Stock is traded for at least four days
during such 10 business day period. If the Common Stock is not
traded for four of the 10 business days preceding the purchase
date, then the Direct Purchase Price shall be equal to the mean
of the average closing bid and asked prices of such Common
Stock in the over-the-counter market each business day during
the 20 business day period immediately preceding the date of
purchase.
If the Corporation does not elect to sell shares of Common
Stock to the Plan on a dividend payment date, the Purchasing
Agent shall purchase shares of Common Stock, as promptly as
practicable on or after such dividend payment date, in the
over-the-counter market or in negotiated transactions, on such
terms as the Purchasing Agent may determine. In such event the
purchase price is deemed to be the average price of all shares
purchased by it for participants in the Plan with the proceeds
of the cash dividend and/or optional cash payments being
invested.
Optional Cash Payments
15. How do optional cash payments work?
The Plan provides all participants with the opportunity to
make optional cash payments. Such optional cash payments may
be made by means of cash payment, automatic electronic funds
transfer and by automatic payroll deduction for those
participants who are also Eligible Employees. Nothwithstanding
anything contained herein to the contrary, no participant may
make optional cash payments in excess of $1,000 per quarter (or
such other aggregate maximum amount as may be determined from
time to time by the Corporation) regardless of the form or
manner in which such optional cash payments are made.
Cash Payment
All participants may make optional cash payments. If a
participant makes such optional cash payments by cash, check,
money order payable to WTC or wire transfer to WTC, such
payments must be made so that it is received by WTC during one
of the following periods: January 1 - January 10;
April 1 - April 10; July 1 - July 10; and October 1 -
October 10. Any payments received at any other time will be
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returned to the participant. Each payment should be
accompanied by an account identification stub provided by WTC.
The Corporation applies any optional cash payment received by
WTC from the participant to the purchase of shares of Common
Stock for the participant's account.
Automatic Payroll Deduction
As described in Question 8, participating Eligible
Employees may elect to have optional cash payments made
automatically through payroll deductions.
Automatic Electronic Investment from a Bank Account
Participants may make optional cash purchases of specified
amounts by means of automatic quarterly deductions of not less
than $50.00 nor more than $1,000 per quarter by quarterly
electronic funds transfers from a predesignated U.S. bank
account. Automatic quarterly deductions may be made from
accounts at any of the approximately 18,000 banks, savings
associations, credit unions and other financial institutions
that are members of the National Automated Clearing House
Association (NACHA).
To initiate automatic quarterly deductions, the
participant must complete and sign an Automatic Electronic
Investment Authorization Form and return it to the Stock
Transfer Desk at the Washington Trust Company, Trust and
Investment Department at least 15 business days preceeding the
Dividend Payment Date together with a voided blank check or
deposit slip for the account from which funds are to be drawn.
Forms will be processed and will become effective as promptly
as practicable.
Once automatic quarterly deductions are initiated, funds
will be drawn from the participant's designated account on the
10th day of each month during which dividends are to be paid
(or, if the 10th day is not a business day, the first business
day thereafter), and will be invested in Common Stock as
promptly as practicable on or after the first dividend payment
date following the date of such draft.
Participants may change the amounts of their future
automatic quarterly deduction by completing and submitting to
the Stock Transfer Desk a new Automatic Electronic Investment
Authorization Form. To be effective with respect to a
particular dividend payment date, however, the new Automatic
Electronic Investment Authorization Form must be received by
the Stock Transfer Desk at least four business days preceding
the date for electronic transfer of funds. Participants may
terminate their automatic quarterly deductions by notifying
the Stock Transfer Desk in writing.
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16. What are the limits on optional cash payments?
Optional cash payments by a participant must be at least
$25, but cannot exceed a total of $1,000 per calendar quarter.
The same amount of money need not be invested each quarter, and
there is no obligation to make an optional cash payment each
quarter. The Corporation reserves the right to amend the Plan
to change the minimum and maximum amounts of allowable optional
cash payments.
17. When are optional cash payments invested?
Optional cash payments received by WTC are invested on, or
as promptly as practicable after, the immediately following
dividend payment date.
Reports to Participants
18. What kind of reports are sent to participants in the Plan?
Each participant in the Plan receives a statement of
account as promptly as practicable after each purchase for the
participant's account. These statements are a participant's
continuing record of the dates and cost of purchases and should
be retained for income tax purposes. In addition, each
participant receives annually all communications sent to
shareholders.
Dividends
19. Are participants credited with dividends on shares held in
their account under the Plan?
Yes. The Corporation pays dividends, as declared, to the
record holders of shares of its Common Stock. As the record
holder and as agent for the participants, WTC receives
dividends for all shares of Common Stock held in the Plan. It
credits such dividends to participants on the basis of full and
fractional shares held in their accounts and reinvests such
dividends in shares of Common Stock pursuant to the Plan.
Certificates for Shares
20. Are stock certificates issued for shares of Common Stock
purchased?
Normally, certificates for Common Stock purchased under the
Plan are not issued to participants. The number of shares
credited to an account under the Plan is shown on the
participant's statement of account. However, except as
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indicated below, a participant may receive certificates for
full shares accumulated in his account under the Plan at any
time by sending a written request to WTC. When certificates
are issued to the participant, future dividends on such shares
are treated in accordance with the participant's instructions
as indicated on the Authorization Form. If certificates for
less then all of the shares in a participant's account are
issued, any remaining full shares and fractional shares are
reflected in the participant's account and the participant
remains enrolled in the Plan unless the participant terminates
his participation. However, any participant whose account in
the Plan is reduced to zero as a result of the withdrawal or
sale of shares and who is neither reinvesting dividends from
any shares owned by him of record nor making optional cash
payments by automatic payroll deductions or automatic monthly
deductions is deemed to have withdrawn from the Plan.
Requests for issuance of certificates for shares of Common
Stock which are received by WTC during the period commencing
five business days prior to a record date and ending on the
ensuing dividend payment date are not effective until dividends
for such record date have been invested and the shares have
been allocated to the account of the respective participant.
A participant's rights under the Plan and shares credited
to the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must
request that certificates for such shares be issued in his name.
Certificates for fractional shares are not issued under any
circumstances.
21. In whose name are accounts maintained and certificates
registered when issued?
Accounts in the Plan are maintained in the name in which
the certificates of the Eligible Shareholder were registered
at the time such Eligible Shareholder entered the Plan.
Consequently, certificates for whole shares are similarly
registered when issued.
Withdrawal from the Plan
22. When and how may a participant withdraw from the Plan?
A participant may withdraw from the Plan by giving written
notice to WTC that he wishes to withdraw. When a participant
withdraws from the Plan (or upon termination of the Plan by
WTC) certificates for whole shares in his account under the
Plan are issued and a cash payment is made for any fraction of
a share in such account based on the mean of the closing bid and asked
prices on the last trading day prior to the withdrawal.
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If the request to withdraw is received by WTC at least five
business days prior to the record date for a dividend, the
withdrawal is duly processed and such dividend is not
reinvested on the next dividend payment date. Any notice of
termination received during the period beginning five business
days prior to a dividend record date and ending on the ensuing
dividend payment date is not effective until dividends for such
record date have been invested and the shares have been
allocated to the account of the respective participant.
23. May a participant remain in the Plan if he terminates the
reinvestment of dividends on shares held in his name or
terminates the automatic payroll deduction?
Yes. A participant who terminates the reinvestment of
dividends paid on shares registered in his name or discontinues
making optional cash payments by means of automatic payroll
deductions may leave in the Plan the shares previously
purchased for his account in the Plan. Dividends paid on the
shares held in the Plan continue to be reinvested automatically
for the participant's account.
Other Information
24. What happens when a participant sells or transfers all of
the shares registered in his name?
If a participant disposes of all the shares of Common Stock
registered in his name, WTC, until it is otherwise notified,
continues to reinvest the dividends on the shares of Common
Stock in the participant's account in the Plan.
25. If the Corporation issues rights to purchase securities
to the holders of Common Stock, how will the rights on Plan
shares be handled?
In the event that the Corporation makes available to the
holders of its Common Stock rights to purchase additional
shares of Common Stock or any other securities, WTC will sell
such rights accruing to shares of Common Stock held by WTC for
participants and invest the proceeds in additional shares of
Common Stock on the next dividend payment date for the Common
Stock. A participant who wishes to receive directly any such
rights may do so by sending to WTC, at least two weeks prior to
the rights offering record date, a written request that
certificates for shares in his account be sent to him.
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26. What happens if the Corporation issues a stock dividend
or declares a stock split?
Any shares representing stock dividends or stock splits
distributed by the Corporation on shares of Common Stock
credited to the account of a participant under the Plan will be
added to the participant's account. Shares representing stock
dividends or split shares distributed on shares registered in
the name of the participant will be mailed directly to such
participant in the same manner as to shareholders who are not
participating in the Plan.
27. How are a participant's shares held under the Plan to be
voted at meetings of shareholders?
Full shares of Common Stock credited to the account of a
participant under the Plan are voted in accordance with
instructions of the participant given on an instruction form or
proxy furnished to the participant, or, if the participant
desires to vote in person at the meeting, a proxy to vote the
number of full shares credited to his account under the Plan
may be obtained upon written request received by WTC at least
15 days before the meeting.
28. What are the Federal income tax consequences of
participation in the Plan?
A plan participant will be treated for federal income tax
purposes as having received on a dividend payment date, a
dividend in an amount equal to the fair market value of the
shares of Common Stock that are purchased for the account of
such participant.
If the shares are purchased with reinvested dividends in
the open market, a participant's gross income for federal
income tax purposes will also include, in addition to the fair
market value of the Common Stock purchased for a participant,
that portion of any brokerage commissions paid by the
Corporation that are attributable to the purchase of the shares
and service fees paid by the Corporation with respect to the
Plan. If voluntary cash contributions are used to purchase
shares of Common Stock in the open market, a participant's
gross income will include the allocable shares of brokerage
commissions and service fees paid by the Corporation. If
voluntary cash contributions are used to purchase shares of
Common Stock directly from the Corporation, a participant will
have additional dividend income equal to the difference, if
any, between the fair market value of the purchased shares on
the dividend payment date and the amount of his voluntary cash
contribution.
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In the case of shares purchased directly from the
Corporation, the tax basis in shares acquired for a
participant under the Plan will be the fair market value on the
dividend date. In the case of shares purchased in the open
market, the tax basis of shares acquired for a participant will
be the actual purchase price of the shares, plus any allocable
brokerage commissions and service fees.
A participant's holding period for shares acquired pursuant
to the Plan will begin on the day following the dividend
payment date, in the case of shares purchased from the
Corporation, and on the day after shares are allocated to
participant's accounts, in the case of other purchases.
A participant will not realize any taxable income when he
receives a certificate for whole shares credited to his
account, either upon his request for certain of those shares or
upon withdrawal from or termination of the Plan.
A participant will realize gain or loss when shares are
sold or exchanged after withdrawal from or termination of the
Plan and, in the case of a fractional share, when the
participant receives a cash payment for a fraction of a share
credited to his account. The amount of such gain or loss will
be the difference between the amount which the participant
receives for the shares or fraction of a share and the tax
basis thereof.
If the Internal Revenue Service informs the Corporation
that the participant has filed an incorrect social security
number or that the participant is subject to backup
withholding, the Corporation must withhold 31% of all
dividends. With regard to accounts established after
December 31, 1983, the Corporation will also be required to
impose the 31% backup withholding if the participant fails to
provide his correct social security number under penalties of
perjury. Pursuant to applicable Temporary Regulations, these
backup withholding rules apply to dividends reinvested under
the Plan.
All participants are urged to consult their own tax
advisors to determine the particular tax consequences which may
result from their participation in the Plan and the subsequent
disposal by them of shares purchased pursuant to the Plan. The
income tax consequences for participants who do not reside in
the United States will vary from jurisdiction to jurisdiction.
Shareholders who are not residents of the United States and
whose dividends are subject to United States income tax
withholding are not eligible to participate in the Plan.
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29. What is the responsibility of the Corporation, WTC and
the Purchasing Agent under the Plan?
The Corporation and WTC in administering the Plan are not
liable for any act done in good faith or for their good faith
omission to act, including, without limitation, any claim of
liability arising out of failure to terminate a participant's
account upon such participant's death prior to receipt of
notice in writing of such death. The Corporation, WTC and the
Purchasing Agent are not liable with respect to the prices at
which shares are purchased for the participant's account and
the time when such purchases are made, or with respect to any
loss or fluctuation in the market value after purchase of
shares.
30. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified or terminated
at any time without the approval of or prior notice to the
participants. Notice of any such suspension or termination or
material amendment or modification will be sent to all
participants who shall in all events have the right to withdraw
from the Plan.
31. Who bears the risk of market price fluctuations in the
Common Stock?
A participant's investment in shares acquired under the
Plan is no different from investment in directly-held shares in
this regard. The participant bears the risk of loss and
realizes the benefits of any gain from market price changes
with respect to all such shares held by him in the Plan or
otherwise.
USE OF PROCEEDS
The Corporation does not know precisely the number of
shares of its Common Stock that it will ultimately sell under
the Plan or the prices at which those shares will be sold. The
Corporation intends to use proceeds from the sale of its
Common Stock for general corporate purposes, including
investments in, or extensions of credit to, its subsidiaries.
COMMON STOCK
Holders of the Common Stock of the Corporation are entitled
to share equally, share for share, in dividends payable in
cash, stock or other property, where, as and if declared by its
Board of Directors. In the event of any liquidation,
dissolution or winding-up, the holders of the Common Stock are
entitled to receive, on a share for share
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basis, any assets or funds of the Corporation which are
distributable to its holders of Common Stock upon such events.
Holders of the Common Stock are entitled to one vote for each
share held on all matters voted upon by shareholders. Holders
of Common Stock are not entitled to preemptive rights or to
cumulative voting rights. The shares of Common Stock issued or
to be issued upon receipt of payment therefor by the Corporation in
accordance with the terms set forth in the Plan will be validly issued,
fully paid and non-assessable.
COMMON STOCK PRICE AND DIVIDENDS
On February 8, 1994, the last reported bid price of the
Corporation's Common Stock in the over-the-counter market was
$25-1/4. The Common Stock is traded on the NASDAQ
over-the-counter market system and is quoted on the NASDAQ
Small-Cap Market listing.
The Corporation has declared quarterly dividends without
interruption since 1984. Prior to 1984, WTC paid dividends in
each previous year for over one hundred years.
AVAILABLE INFORMATION
The Corporation 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 Corporation can be inspected and copied at the
public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 5th Street, N.W., Washington,
D.C. 20549 and at the Commission's Regional Offices in New York
(Room 1400, 75 Park Place, New York, New York 10007), and
Chicago (Citicorp Center, 500 West 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. 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, as amended and to which reference is
hereby made.
Any person receiving a copy of this Prospectus may obtain,
without charge, upon request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to
such documents. Written requests should be mailed to David V.
Devault, Vice President and Chief Financial Officer, Washington
Trust Bancorp, Inc., 23 Broad Street, P.O. Box 512, Westerly,
Rhode Island 02891-0512. Telephone requests may be directed to
Mr. Devault at (401) 348-1200.
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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, 1992, filed with the Commission
pursuant to Section 13(a) of the Exchange Act.
2. The Corporation's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1993, June 30, 1993 and September
30, 1993, as filed with the Commission pursuant to the Exchange
Act.
3. The Corporation's Current Report on Form 8-K as filed
on March 18, 1993 with the Commission pursuant to the Exchange
Act.
4. 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.
5. 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.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby
has been passed upon for the Corporation by Edwards & Angell,
Providence, Rhode Island.
EXPERTS
The consolidated financial statements of the Corporation
and subsidiary appearing in the Corporation's 1992 Annual
Report to Stockholders and incorporated by reference in the
Corporation's 1992 Annual Report on Form 10-K for the year
ended December 31, 1992, incorporated by reference herein have
been incorporated by reference herein in reliance upon the
report of KPMG Peat Marwick, independent auditors, as set forth
in their report incorporated by reference herein and upon the
authority of said firm as experts in accounting and auditing.
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<PAGE>
INDEMNIFICATION
The Corporation's By-laws provide for indemnification to
the extent permitted by Section 7-1.1-4.1 of the Rhode Island
Business Corporation Law, as amended. Such section, as adopted
by the By-laws, requires the Corporation to indemnify
directors, officers, employees or agents against judgments,
fines, reasonable costs, expenses and counsel fees paid or
incurred in connection with any proceeding to which such
director, officer, employee or agent or his legal
representative may be a party (or for testifying when not a
party) by reason of his being a director, officer, employee or
agent, provided that such director, officer, employee or agent
shall have acted in good faith and shall have reasonably
believed (a) if he was acting in his official capacity that his
conduct was in the Corporation's best interests, (b) in all
other cases that his conduct was at least not opposed to its
best interests, and (c) in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was
unlawful. The Corporation's By-laws provide that such rights
to indemnification are contract rights and that the expenses
incurred by an indemnified person shall be paid in advance of a
final disposition of any proceeding; provided, however, that if
required under applicable law, such person delivers a written
affirmation that he has met the standards of care required
under such provisions to be entitled to indemnification. With
respect to possible indemnification of directors, officers and
controlling persons of the Corporation for liabilities arising
under the Securities Act of 1933, as amended (the "Act")
pursuant to such provisions, the Corporation is aware that the
Securities and Exchange Commission has publicly taken the
position that such indemnification is against public policy as
expressed in the Act and is, therefore unenforceable.
Correspondence
All correspondence concerning the Plan should be addressed
to:
The Washington Trust Company
Trust and Investment Department
23 Broad Street
P.O. Box 512
Westerly, Rhode Island 02891-0512
Attention: Stock Transfer Desk
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits
Exhibit
No.
23. Consent of KPMG Peat Marwick
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the Prospectus, to each person to
whom the Prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the
Prospectus and furnished pursuant to and meeting the
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<PAGE>
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the Prospectus, to deliver, or cause to be
delivered to each person to whom the Prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the Prospectus to provide such
interim financial information.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Westerly, State of Rhode Island
on February 11, 1994.
WASHINGTON TRUST BANCORP, INC.
By: Joseph J. Kirby
--------------------
Joseph J. Kirby
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has
been signed by the following persons in the capacities indicated on
February 11, 1994.
Signatures Title
Joseph J. Kirby
- ---------------------- Director and President (Chief
Joseph J. Kirby Executive Officer)
David V. Devault Vice President and
- ----------------------- Chief Financial Officer
David V. Devault (Principal Financial
Officer and Principal
Accounting Officer)
Steven J. Crandall* Director
- -----------------------
Steven J. Crandall
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Jacques de Laporte* Director
- -----------------------
Jacques de Laporte
Richard A. Grills* Director
- -----------------------
Richard A. Grills
- ----------------------- Director
Katherine W. Hoxsie
James W. McCormick, Jr.* Director
- -----------------------
James W. McCormick, Jr.
Thomas F. Moore* Director
- -----------------------
Thomas F. Moore
Brendan P. O'Donnell* Director
- -----------------------
Brendan P. O'Donnell
Victor J. Orsinger, II* Director
- -----------------------
Victor J. Orsinger, II
Joseph H. Potter* Director
- -----------------------
Joseph H. Potter
Anthony J. Rose, Jr.* Director
- -----------------------
Anthony J. Rose, Jr.
James P. Sullivan* Director
- -----------------------
James P. Sullivan
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<PAGE>
Neil H. Thorp* Director
- -----------------------
Neil H. Thorp
*By:Joseph J. Kirby
------------------- February 11, 1994
Joseph J. Kirby
Attorney-in-Fact
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EXHIBITS
<PAGE>
Exhibit 23
ACCOUNTANT'S CONSENT
The Board of Directors
Washington Trust Bancorp, Inc.
We consent to incorporation by reference in Post-Effective Amendment
No. 1 to the Registration Statement No. 33-28065 on Form S-3 of
Washington Trust Bancorp, Inc. of our report dated January 18, 1993,
except for note 15, as to which the date is February 4, 1993
relating to the consolidated balance sheets of Washington Trust
Bancorp, Inc. and subsidiary as of December 31, 1992 and 1991 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, 1992, which report has been
incorporated by reference in the 1992 annual report of Washington
Trust Bancorp, Inc. on Form 10-K and to the reference to our firm
under the heading "experts" in the Registration Statement.
KPMG Peat Marwick
Providence, Rhode Island
February 11, 1994
