SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A / A
Amendment No. 1
To Registration Statement on Form 8-A
Filed with the Commission on August 16, 1996
Pursuant to Section 12(g) of the
Securities Exchange Act of 1934 with
Respect to Common Stock Purchase Rights
WASHINGTON TRUST BANCORP, INC.
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(Exact Name Of Registrant As Specified In Its Charter)
RHODE ISLAND 05-0404671
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(State of Incorporation) (I.R.S. Employer
Identification No.)
23 Broad Street, Westerly, Rhode Island 02891
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to If this Form relates to
the registration of a the registration of a
class of debt securities class of debt securities
and is effective upon and is to become
filing pursuant to effective simultaneously
General Instruction with the effectiveness of
A(c)(1) please check the a concurrent registration
following box. [ ] statement under the
Securities Act of 1933
pursuant to General
Instruction A(c)(2)
please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title Of Each Class Name Of Each Exchange On Which
To Be So Registered Each Class Is To Be Registered
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Share Purchase Rights
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(Title of Class)
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(Title of Class)
This Amendment No. 1 amends Item 1 of the Registration Statement
on Form 8-A filed by the Registrant with the Securities and
Exchange Commission on August 16, 1996 to reflect the record date
that was inadvertently omitted.
Item 1. Description of Registrant's Securities to be
Registered.
On August 15, 1996, the Board of Directors of Washington
Trust Bancorp, Inc. (the "Corporation") declared a dividend of
one common share purchase right (a "Right") for each share of
common stock, par value $0.0625 per share (the "Common Shares")
outstanding on September 3, 1996 (the "Record Date") to the
shareholders of record on that date. Each Right entitles the
registered holder to purchase from the Corporation, one Common
Share of the Corporation, at a price of $120.00 per Common Share
(the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Corporation and The Washington
Trust Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership
of 15% or more of the outstanding Common Shares, or (ii) 10
business days (or such later date as may be determined by action
of the Board of Directors prior to such time as any Person
becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange
offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of such outstanding
Common Shares (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Common Share certificates outstanding as of the
Record Date, by such Common Share certificate with a copy of this
Summary of Rights attached thereto.
The Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common
Shares. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Share certificates issued
after the Record Date or upon transfer or new issuance of Common
Shares will contain a notation incorporating the Agreement by
reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date,
even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common
Shares as of the Close of Business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on August 31, 2006 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed by the Corporation, in each case,
as described below.
The Purchase Price payable, and the number of Common Shares
or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent
dilution in the event of a stock dividend on, or a subdivision or
combination of, the Common Shares, in connection with a
distribution of securities or assets in respect of, in lieu of or
in exchange for Common Shares, whether by dividend, in a
reclassification or recapitalization or otherwise as set forth in
the Rights Agreement.
In the event that any person becomes an Acquiring Person,
proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person and
its Affiliates and Associates (which will thereafter be void),
will thereafter have the right to receive upon exercise that
number of Common Shares having a market value of two times the
exercise price of the Right.
In the event that, at any time after a Person becomes an
Acquiring Person, the Corporation is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have
the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of
common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise
price of the Right.
If the Corporation does not have sufficient Common Shares to
satisfy such obligation to issue Common Shares, or if the Board
of Directors so elects, the Corporation shall deliver upon
payment of the exercise price of a Right an amount of cash or
securities equivalent in value to the Common Shares issuable upon
exercise of a Right; provided that, if the Corporation fails to
meet such obligation within 30 days following the later of (x)
the first occurrence of an event triggering the right to purchase
Common Shares and (y) the date on which the Corporation's right
to redeem the Rights expires, the Corporation must deliver, upon
exercise of a Right but without requiring payment of the exercise
price then in effect, Common Shares (to the extent available) and
cash equal in value to the difference between the value of the
Common Shares otherwise issuable upon the exercise of a Right and
the exercise price then in effect. The Board of Directors may
extend the 30-day period described above for up to an additional
60 days to permit the taking of action that may be necessary to
authorize sufficient additional Common Shares to permit the
issuance of Common Shares upon the exercise in full of the
Rights.
At any time after any Person becomes an Acquiring Person and
prior to the acquisition by any person or group of a majority of
the outstanding Common Shares, the Board of Directors of the
Corporation may exchange the Rights (other than Rights owned by
such person or group which have become void), in whole or in
part, at an exchange ratio of one Common Share per Right (subject
to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional
Common Shares are required to be issued. Fractional shares may,
at the election of the Corporation, be evidenced by depositary
receipts. In lieu of fractional shares, an adjustment in cash
will be made based on the market price of the Common Shares on
the last trading day prior to the date of exercise.
At any time prior to the time any Person becomes an
Acquiring Person, the Board of Directors of the Corporation may
redeem the Rights in whole, but not in part, at a price of $0.001
per Right (the "Redemption Price"). The redemption of the Rights
may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the
right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Corporation without the consent of the holders
of the Rights, except that from and after such time as any person
becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights (other than the
Acquiring Person and its Affiliates and Associates).
Until a Right is exercised, the holder thereof, as such,
will have no rights as a shareholder of the Corporation,
including, without limitation, the right to vote or to receive
dividends.
The Agreement is attached hereto as an exhibit and is
incorporated herein by reference. This summary description of
the Rights does not purport to be complete and is qualified in
its entirety by reference to the Agreement.
Item 2. Exhibits.
1. Rights Agreement between the Registrant and The
Washington Trust Company dated as of August 15, 1996,
including Form of Rights Certificate attached as
Exhibit A thereto.
SIGNATURE
Pursuant to the requirements of Sections 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 21, 1996 WASHINGTON TRUST BANCORP, INC.
By: Joseph J. Kirby
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Name: Joseph J. Kirby
Title: Chairman and Chief
Executive Officer
