PROSPECTUS
278,734 Shares
WASHINGTON TRUST BANCORP, INC.
Common Stock
$0.0625 Par Value
__________________________________
THE OFFERING
This Prospectus relates to 278,734 shares of Common Stock, $0.0625 par value,
of Washington Trust Bancorp, Inc. (the "Company") purchased or which may be
purchased by certain officers and directors of the Company (the "Selling
Shareholders") pursuant to stock options granted pursuant to the Company's 1988
Stock Option Plan. Specific information as to the Selling Shareholders may be
found on page 3 of this Prospectus.
The Company has been informed that said 278,734 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 market
price for the Common Stock on August 30, 1995, was $26.375 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 Company 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 August 30, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company 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
Company 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
Company's Common Stock is listed on the Nasdaq Small-Cap Market, and such
reports, proxy statements and certain other information concerning the Company
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 Company has
filed with the Commission under the Securities Act of 1933 and to which
reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1994, filed with the Commission pursuant to Section 13(a) of the Exchange Act.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995 filed with the Commission pursuant to Section
13(a) of the Exchange Act.
3. The description of the Company's Common Stock which is contained in its
Registration Statement filed under the Exchange Act, including all amendments
and reports updating such description.
4. All other documents filed by the Company 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.
<PAGE>
WASHINGTON TRUST BANCORP, INC.
Washington Trust Bancorp, Inc. (the "Company") 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 Company
is registered under the Bank Holding Company Act of 1956. The executive offices
of the Company 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, the number of
shares of Common Stock of the Company 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.
<TABLE>
<CAPTION>
Number of
Shares of Number of Number of Percentage of
Common Stock Shares Which Shares to be Class to be
Name and Position Beneficially May Be Owned After Owned After
with Company Owned Offered (1) Offering Offering
- ------------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Joseph J. Kirby 5,580 80,116 5,580 *
Director, President and
Chief Executive Officer
Joseph H. Potter 9,132 36,358 9,132 *
Director and Executive
Vice President
David V. Devault 252 20,090 252 *
Vice President and
Chief Financial Officer
Harvey C. Perry II 1,696 15,635 1,162 *
Vice President and
Secretary
Louis J. Luzzi 1,406 11,240 1,406 *
Vice President and
Treasurer
Vernon F. Bliven 1,117 9,928 796 *
Senior Vice President-
Human Resources of the
Bank
Robert G. Cocks, Jr. 123 9,573 123 *
Senior Vice President -
Lending of the Bank
<PAGE>
<CAPTION>
Number of
Shares of Number of Number of Percentage of
Common Stock Shares Which Shares to be Class to be
Name and Position Beneficially May Be Owned After Owned After
with Company Owned Offered (1) Offering Offering
- ------------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Louis W. Gingerella, Jr. 66 6,857 66 *
Senior Vice President -
Credit Administration
of the Bank
B. Michael Rauh, Jr. 721 4,940 721 *
Senior Vice President -
Retail Banking of the
Bank
Gary E. Bennett 150 1,500 150 *
Director
Steven J. Crandall 437 9,000 437 *
Director
Richard A. Grills 76,535 9,000 76,535 2.70%
Director
Larry J. Hirsch 1,603 1,500 1,603 *
Director
Katherine W. Hoxsie 14,825 8,500 14,825 *
Director
Mary E. Kennard 247 1,497 0 *
Director
James W. McCormick, Jr. 4,762 9,000 4,762 *
Director
Brendan P. O'Donnell 3,375 8,500 3,375 *
Director
Victor J. Orsinger, II 7,079 9,000 7,079 *
Director
Anthony J. Rose, Jr. 42,178 8,500 42,178 1.49%
Director
<PAGE>
<CAPTION>
Number of
Shares of Number of Number of Percentage of
Common Stock Shares Which Shares to be Class to be
Name and Position Beneficially May Be Owned After Owned After
with Company Owned Offered (1) Offering Offering
- ------------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
James P. Sullivan 480 9,000 480 *
Director
Neil H. Thorp 4,406 9,000 4,406 *
Director
</TABLE>
________________
* Less than one percent.
(1) Includes shares owned that were purchased pursuant
to stock options granted by the Company and shares that may be purchased
pursuant to both vested and unvested stock options granted by the Company.
EXPERTS
The consolidated balance sheets of Washington Trust Bancorp, Inc. and
subsidiary as of December 31, 1994 and 1993, 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, 1994,
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. The report of KPMG Peat Marwick LLP
covering the December 31, 1994 and 1993 financial statements included an
explanatory paragraph that described the adoption of new methods of accounting
for investments in debt and equity securities and income taxes. Future
financial statements of the Company 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.
