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As filed with the Securities and Exchange Commission on October 9, 1996.
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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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WASHINGTON TRUST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Rhode Island 05-0404671
- - ------------------------ --------------------------------
(State of Incorporation) (IRS Employer Identification No.)
23 Broad Street, Westerly, Rhode Island 02891; (401) 348-1200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Joseph J. Kirby
Chairman and Chief Executive Officer
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)
Copies to:
Jayne M. Donegan, Esquire
Brown, Rudnick, Freed & Gesmer
One Providence Washington Plaza
Providence, Rhode Island 02903
Approximate date of commencement of proposed sale to the public: At any time
after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- - ------------------------- ------------------- ---------------------- ------------------------- ----------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered (2) share (3) price (3) registration fee
- - ------------------------- ------------------- ---------------------- ------------------------- ----------------------
<S> <C> <C> <C> <C>
Common Share Purchase
Rights (1) 270,000 --- --- $100
- - ------------------------- ------------------- ---------------------- ------------------------- ----------------------
<FN>
(1) On August 15, 1996, the Board of Directors of the Corporation declared
a dividend of one common share purchase right (the "Rights") for each
share of Common Stock outstanding on September 3, 1996. The 270,000
Rights registered hereby represents one Right that may be issued in
connection with each share of Common Stock issuable pursuant to the
Corporation's Amended and Restated Dividend Reinvestment and Stock
Purchase Plan.
(2) Such presently indeterminable number of additional shares of Common
Stock and Rights are also registered hereunder as may be issued in the
event of a merger, consolidation, reorganization, recapitalization,
stock dividend, stock split or other similar change in Common Stock.
(3) The Rights are not separately transferable apart from the Common Stock,
nor are they exercisable until the occurrence of certain events.
Accordingly, no independent value has been attributed to the Rights.
</FN>
</TABLE>
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Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement also incorporates by reference and serves as Post-Effective Amendment
No. 3 to Registration Statement No. 33-28065 on Form S-3, filed with respect to
the 180,000 shares of Common Stock issuable pursuant to the Registrant's
Dividend Reinvestment and Stock Purchase Plan, as amended; Registration
Statement No. 33-28065 is also amended to reflect that the number of shares
registered thereunder has been increased to 270,000 as a result of a
three-for-two stock split declared by the Board of Directors of the Corporation
which will become effective on October 15, 1996.
<PAGE>
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 11, 1994)
WASHINGTON TRUST BANCORP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
270,000 SHARES
COMMON STOCK
PAR VALUE $.0625
The following information supplements and supersedes, and should be
read in conjunction with, the Prospectus dated February 11, 1994 with respect to
the Amended and Restated Dividend Reinvestment and Stock Purchase Plan, (the
"Plan") of Washington Trust Bancorp, Inc. (the "Corporation"). The Plan provides
the holders of Common Stock, par value $.0625 per share ("Common Stock"), of the
Corporation and the employees of the Corporation or any of its subsidiaries, a
simple and convenient method, as described in the Prospectus, of investing cash
dividends and optional cash payments in additional shares of Common Stock.
The Common Stock of the Corporation is traded on the Nasdaq Stock
Market under the symbol "WASH".
This Prospectus Supplement reflects that the number of shares issuable
pursuant to the Plan has been increased to 270,000 as a result of a
three-for-two stock split declared by the Board of Directors of the Corporation
which will become effective on October 15, 1996. This Prospectus Supplement will
also be deemed to cover such additional shares of Common Stock as may be issued
under the Plan in the event of a stock dividend, stock split, reorganization,
recapitalization or other similar change in the Common Stock.
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: October 9, 1996
<PAGE>
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following is a summary of certain provisions of the Plan offered to
holders of Common Stock of the Corporation.
1. What is the price of shares purchased from the Corporation under the Plan?
Shares of Common Stock will be purchased from the Corporation or in the
open market. The purchase price for shares purchased from the Corporation (the
"Direct Purchase Price") is equal to the mean of the closing prices of such
Common Stock as reported on the Nasdaq Stock Market for 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 closing prices of such Common Stock as reported on the Nasdaq
Stock Market for each business day during the 20 business day period immediately
preceding the date of purchase.
2. 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.
In the case of shares purchased directly from the Corporation, the tax
basis of shares acquired under the Plan will be the amount treated as a
dividend, in the case of shares purchased with reinvested dividends. Such basis
will be the purchase price of the shares, in the case of shares purchased with
voluntary cash contributions. 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.
The holding period of shares acquired under the Plan will begin on the
day following the date on which the shares were purchased from the Corporation
or the day following the date on which the shares were purchased in the open
market, as applicable.
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.
If a participant receives a cash adjustment for a fractional share upon
withdrawal from, or termination, of the Plan, the cash payment will be treated
as if the Corporation redeemed the fractional share with the result that the
cash payment may be treated as a dividend, subject to the exceptions in the Code
for certain redemptions which are treated as capital gain or loss.
A participant will realize capital gain or loss when shares are sold or
exchanged after withdrawal from or termination of the Plan. 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 his or her tax basis in those
shares. The gain or loss may be short term or long term, depending on the
participant's holding period.
At the time this prospectus was prepared, the maximum individual
federal tax rate applicable to dividends is 39.6%. The maximum individual
federal tax rate applicable to long term capital gains (i.e., for property held
for more than one year) is 28%.
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. The Corporation is also 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 Regulations, these
backup withholding rules apply to dividends reinvested under the Plan.
COMMON STOCK
References herein to "Common Stock" include "Rights" issuable pursuant
to that certain Rights Agreement entered into by the Corporation and The
Washington Trust Company, as Rights Agent, as of August 15, 1996, providing for
the delivery of a Right along with each share of Common Stock issued by the
Company.
COMMON STOCK PRICE AND DIVIDENDS
On October 7, 1996, the closing price of the Corporation's Common Stock
on the Nasdaq Stock Market was $42. The Common Stock is traded on the Nasdaq
Stock Market under the symbol "WASH".
The Corporation has declared quarterly dividends without interruption
since 1984. Prior to 1984, The Washington Trust Company 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, as amended (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
referenced 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 ( 7 World Trade Center, Suite 1300, 13th Floor, New
York, New York 10048-1102) and Chicago (Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511), 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
Supplement and 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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above.
(c) The description of the Rights which is contained in the
Corporation's Registration Statement on Form 8-A filed pursuant to Section 12 of
the Exchange Act on August 16, 1996, and Amendment No. 1 on Form 8-A/A thereto,
and all amendments thereto and reports filed for the purpose of updating such
description and 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.
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed hereby incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been
passed upon for the Corporation by Brown, Rudnick, Freed & Gesmer, Providence,
Rhode Island.
EXPERTS
The consolidated financial statements of the Corporation and subsidiary
appearing in the Corporation's 1995 Annual Report to Shareholders and
incorporated by reference in the Corporation's 1995 Annual Report on Form 10-K
for the year ended December 31, 1995, incorporated by reference herein have been
incorporated by reference herein in reliance upon the report of KPMG Peat
Marwick LLP, 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.
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.
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
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.
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.
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 maybe
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 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 payroll 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.
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.
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 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 preceding 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.
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 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.
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.
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.
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.
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 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.
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.
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
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses incurred by the Corporation in connection with the issuance
and distribution of the securities being registered are as follows:
AMOUNT*
Securities and Exchange Commission Registration Fee............. $ 100
Legal Fees and Expenses......................................... 1,500
Accounting Fees and Expenses.................................... 500
Miscellaneous Expenses.......................................... 100
Total Expenses................................................. $2,200
- - ---------------------
*All amounts are estimated except the SEC Registration Fee.
Item 15. Indemnification of Directors and Officers.
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, penalties,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
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.
Item 16. Exhibits.
Number Description
4.1 Restated Articles of Incorporation of the Registrant --
Filed as Exhibit 3.(i) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.*
4.2 By-laws of the Registrant -- Filed as Exhibit 3.(ii) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990.*
4.3 Rights Agreement between the Registrant and The Washington Trust
Company dated as of August 15, 1996 (including Form of Right
Certificate attached thereto as Exhibit A) -- Filed as Exhibit 1
to the Registrant's Registration Statement on Form 8-A.*
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is included in their
legal opinion filed as Exhibit 5 hereof.
24 Power of Attorney (included on the signature page of this
Registration Statement).
99 The Registrant's Amended and Restated Dividend Reinvestment and Stock
Purchase Plan
- - --------------
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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 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
bonafide 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.
(b) 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 bonafide offering thereof.
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Westerly, State of Rhode Island, on October 9, 1996.
WASHINGTON TRUST BANCORP, INC.
By: Joseph J. Kirby
-----------------------------------
Joseph J. Kirby
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below constitutes and appoints Joseph J. Kirby and David V. Devault and each of
them (with full power to each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
Joseph J. Kirby Chairman and Chief Executive October 9, 1996
- - ------------------
Joseph J. Kirby Officer and Director
(Principal Executive Officer)
David V. Devault Vice President and Chief October 9, 1996
- - ------------------
David V. Devault Financial Officer (Principal
Financial and Accounting
Officer)
_____________________ Director October __, 1996
Gary P. Bennett
Larry J. Hirsch Director October 9, 1996
- - ------------------
Larry J. Hirsch
___________________ Director October __, 1996
Mary E. Kennard
Steven J. Crandall Director October 9, 1996
- - -------------------
Steven J. Crandall
____________________ Director October __, 1996
Richard A. Grills
James W. McCormick, Jr. Director October 9, 1996
- - ----------------------
James W. McCormick, Jr.
Victor J. Orsinger, II Director October 9, 1996
- - ----------------------
Victor J. Orsinger, II
James P. Sullivan Director October 9, 1996
- - --------------------
James P. Sullivan
___________________ Director October __, 1996
Neil H. Thorp
Katherine W. Hoxsie Director October 9, 1996
- - -------------------
Katherine W. Hoxsie
Brenden P. O'Donnell
- - -------------------- Director October 9, 1996
Brendan P. O'Donnell
____________________ Director October __, 1996
Anthony J. Rose, Jr.
John C. Warren Director October 9, 1996
- - -------------------
John C. Warren
<PAGE>
===============================================================================
Exhibit Index
Number Description
4.1 Restated Articles of Incorporation of the Registrant -- Filed as
Exhibit 3.(i) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.*
4.2 By-laws of the Registrant -- Filed as Exhibit 3.(ii) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1990.*
4.3 Rights Agreement between the Registrant and The Washington Trust
Company dated as of August 15, 1996 (including Form of Right
Certificate attached thereto as Exhibit A) -- Filed as Exhibit 1
to the Registrant's Registration Statement on Form 8-A.*
5 Legal Opinion of Brown, Rudnick, Freed & Gesmer.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Brown, Rudnick, Freed & Gesmer is included in their
legal opinion filed as Exhibit 5 hereof.
24 Power of Attorney (included on the signature page of this
Registration Statement).
99 The Registrant's Amended and Restated Dividend Reinvestment and
Stock Purchase Plan
- - -------------------
* Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Commission, which are incorporated by reference
herein.
Exhibit 5
October 9, 1996
Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, Rhode Island 02891
RE: Registration Statement on Form S-3
Ladies and Gentlemen:
We are general counsel to Washington Trust Bancorp, Inc., a Rhode
Island corporation (the "Corporation"). We have been asked to deliver this
opinion in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of
a Registration Statement on Form S-3 (the "Registration Statement") relating to
270,000 Rights, as defined below. The Rights are issuable pursuant to that
certain Rights Agreement, dated as of August 15, 1996 (the "Rights Agreement"),
providing, in effect, for the delivery of a right (a "Right"), along with each
share of Common Stock issued by the Corporation.
The Rights are issuable pursuant to the Corporation's Amended and
Restated Dividend Reinvestment and Stock Purchase Plan (the Plan").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):
1. A copy of the Restated Articles of Incorporation of the
Corporation as in effect on the date hereof;
2. A copy of the Bylaws of the Corporation as in effect on the date
hereof;
3. The corporate records of the Corporation relating to the
proceedings of the directors of the Corporation with regard to the
issuance of the Rights;
4. The Plan;
5. The Rights Agreement; and
6. The Registration Statement.
For purposes of this opinion we have assumed without any investigation
(1) the legal capacity of each natural person and (2) the genuineness of each
signature, the completeness of each document submitted to us as an original and
the conformity with the original of each document submitted to us as a copy.
Our opinion hereafter expressed is based solely upon (1) our review of
the Documents, (2) discussions with certain officers of the Corporation with
respect to the Documents, (3) discussions with those of our attorneys who have
devoted substantive attention to the matters contained herein and (4) such
review of published sources of law as we have deemed necessary.
Based upon and subject to the foregoing, we are of the opinion that the
Rights have been duly authorized and, when issued in accordance with the terms
of the Rights Agreement, will be validly issued, fully paid and
nonassessable.
We express no legal opinion upon any matter other than those explicitly
addressed in the immediately preceding paragraph, and our express opinions
therein contained shall not be interpreted to be implied opinions upon any other
matter.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm wherever it appears in
the Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER, LTD.
By: Brown, Rudnick, Freed & Gesmer, a partner
By: Andrew M. Hodgkin
-------------------------------------------
Andrew M. Hodgkin, a Member duly authorized
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors and Shareholders
Washington Trust Bancorp, Inc.:
We consent to the incorporation by reference in the Registration Statements
on Form S-3 of our report dated January 16, 1996, relating to
the consolidated balance sheets of Washington Trust Bancorp, Inc. and subsidiary
(the Corporation) as of December 31, 1995 and 1994, and the related consolidated
statements of income, changes in stockholders' equity and cash flows for each
year in the three year period ended December 31, 1995, which report appears in
the December 31, 1995 annual report on Form 10-K of Washington Trust Bancorp,
Inc. Our report indicates that the Corporation adopted a new method of
accounting for certain debt and equity securities effective January 1, 1994, and
a new method of accounting for income taxes effective January 1, 1993.
KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Providence, Rhode Island
October 9, 1996
Exhibit 99
AMENDED AND RESTATED
WASHINGTON TRUST BANCORP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Terms and Conditions
1. Washington Trust Bancorp, Inc. (the "Corporation") will promptly
after deducting withholding taxes, if any, commingle and pay over to The
Washington Trust Company ("WTC"), or such other bank or trust company as the
Corporation may from time to time designate as the Corporation's agent, all cash
dividends (such net amount being called the "Dividend") payable on shares of the
Corporation's Common Stock, $.0625 par value ("Stock"), held of record by each
participant in, and by WTC as custodian under, the Washington Trust Bancorp,
Inc. Amended and Restated Dividend Reinvestment and Stock Purchase Plan (the
"Plan").
WTC, as agent for the Corporation, will (a) commingle and apply the
Dividend and the optional cash payment, if any, described in Paragraph 2 below,
to the purchase of additional shares of Stock, and (b) hold such shares as
custodian.
Unless the Corporation makes the election specified in the next
paragraph, WTC will make such purchases by purchasing from the Corporation
shares of Stock (which may be, at the Corporation's election, authorized but
unissued shares, treasury shares, or a combination thereof) at a price equal to
the mean of the closing prices of a share of the Stock as reported on the Nasdaq
Stock Market for each business day during a period of 10 business days
immediately preceding the purchase date, provided that the Stock is traded for
at least four days during such 10-day period. If the Stock is not traded for
four of the 10 business days preceding the dividend payment date, then shares of
Stock shall be purchased from the Corporation at a price equal to the mean of
the closing prices of such Stock as reported on the Nasdaq Stock Market for each
business day during the 20 business day period immediately preceding the date of
purchase.
If the Corporation, prior to any dividend payment date, advises WTC
that it will not sell shares to WTC on such dividend payment date, purchases
with respect to such dividend payment date will be made by Citizens Trust
Company, Providence, Rhode Island, or such other bank or trust company as WTC
may from time to time designate (the "Purchasing Agent"), as agent for the
purchase of shares of Stock as promptly as practicable on or after such date in
the open 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 of Stock purchased by the Purchasing Agent for the
participants in the Plan. Upon completion of any purchase by the Purchasing
Agent pursuant to the preceding sentence, WTC will advise the Corporation of the
number of shares of Stock acquired and the aggregate purchase price paid
therefor.
2. Upon enrollment in the Plan a participant may make additional
optional cash payments to be applied to the purchase of additional shares of
Stock for the Plan participant. All Plan participants may make optional cash
payments by means of cash payment, or automatic electronic funds transfer.
Additionally, employees of the Corporation or its subsidiaries may elect to make
optional cash payments by means of automatic payroll deductions. Notwithstanding
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.
If a participant makes 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 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 Stock for the participant's account.
Additionally, all Plan participants may make optional cash payments by
means of automatic quarterly deductions of not less than $50 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 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 WTC at least 15 business days preceding
the dividend payment date.
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 Stock as promptly as
practicable on or after the first dividend payment date following the date of
such transfer.
Participants may change the amounts of their future automatic quarterly
deduction by completing and submitting to WTC 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.
An employee of the Corporation or any of its subsidiaries who is also a
Plan participant may elect to make optional cash payments via automatic payroll
deduction. To initiate automatic payroll deductions, an employee must complete
and submit to the WTC Human Resources Dept. 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
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 Stock occurring after the date funds are
submitted to WTC. Nothing herein shall be construed to discriminate in favor of
employees of the Corporation or any of its subsidiaries in any manner
whatsoever.
Aggregate optional cash payments by a participant cannot exceed a total
of $1,000 per calendar quarter and must be at least $25 per remittance if made
in cash, $50 if made via automatic electronic funds transfer and $5 per pay
period if made via automatic payroll deductions. 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.
3. WTC will make every effort to invest on and/or as promptly as
practicable after each dividend payment date, each Dividend and/or optional cash
payment paid to it pursuant to Paragraphs 1 and 2 above, except where and to the
extent that any applicable Federal securities law may otherwise require.
WTC will maintain an account for each participant in the Plan and on
each dividend payment date will, as to each such account, credit the
proportionate Dividend and/or optional cash payment. Upon WTC's purchase of
shares of Stock from the Corporation or upon receipt of advice from the
Purchasing Agent of the total number of shares acquired and the aggregate price
paid therefor, as the case may be, WTC will, as to each participant's account,
debit the proportionate cost and credit the proportionate number of shares
(computed to three decimal places) of Stock purchased by WTC or the Purchasing
Agent. All shares of Stock so purchased will be retained by WTC, or its nominee,
as custodian under the Plan.
4. A statement setting forth, as to a participant, the Dividend and/or
the optional cash payment, the net amount invested, the number of shares
purchased, the average cost per share, the total shares accumulated under the
Plan and other pertinent information, will be mailed to a participant by WTC as
soon as practicable after completion of each investment of Dividends and/or
optional cash payments.
5. The fact that Dividends are reinvested does not relieve Plan
participants of any liability for taxes that may be otherwise payable on account
of receipt of dividends.
6. Participants may at any time obtain without charge a certificate or
certificates for all or part of the full shares credited to their Plan accounts
by making a request for withdrawal to WTC. In no event, however, will fractional
shares be issued.
7. Participation in the Plan may be terminated by a participant at any
time by written notice to WTC, Trust and Investment Department, Attention: Stock
Transfer Desk, 23 Broad Street, P.O. Box 512, Westerly, Rhode Island 02891-0512,
Attention: Stock Transfer Desk. Such notice will be effective upon receipt,
except that if such notice is received after the 5th business day prior to a
dividend payment date, settlement as to the participant's portion, if any, of
the Dividend and/or optional cash payment to be invested need not be made until
after completion of such investment by WTC pursuant to Paragraph 3 above.
Upon termination, a participant will receive from the Corporation a
certificate or certificates for the whole shares credited to such participant's
Plan account at the close of business on the date of receipt of the termination
notice by WTC. In no event, however, will fractional shares be issued. In lieu
of fractional shares, a participant shall receive a cash payment based on the
closing price of the Stock as reported on the Nasdaq Stock Market on the last
trading day prior to the withdrawal.
8. In the event a participant ceases to be a shareholder of record, WTC
shall continue to reinvest dividends on the shares in such participant's account
until otherwise notified by the Participant. If a Participant notifies WTC, he
may withdraw from the Plan, have the whole shares registered in the
participant's name, and forwarded to the participant with any fractional share
interest paid in cash.
9. At the record date for a vote of shareholders, full shares held by
WTC under the Plan will be voted in accordance with instructions of the
participant given on an instruction from or proxy furnished to the participant
or if the participant desires to vote in person at a meeting of shareholders, a
proxy to vote the number of full shares credited to the participant's account
under the Plan may be obtained upon written request received by WTC at least 15
days before the meeting. If the participant does not direct WTC as to how he
wishes shares to be voted, WTC will vote or refrain from voting as it deems
appropriate.
10. Any dividends in the form of shares of Stock and any shares
resulting from a split of Stock distributed by the Corporation on shares of
Stock held of record by WTC as custodian will be retained by WTC as custodian
and credited proportionately to the accounts of the participants in the Plan. In
the event that the Corporation makes available to holders of Stock rights to
subscribe to additional shares of Stock or any other securities, WTC will sell
such rights received on shares held of record by it as custodian and invest the
proceeds of sale in additional shares of Stock, to be retained by WTC as
custodian and credited proportionately to the accounts of the participants in
the Plan. 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 date a written
request that certificates for such shares in such participant's account be sent
directly to the participant.
11. Neither the Corporation, WTC, nor the Purchasing Agent shall be
liable for any act done in good faith or for any omission to act, including,
without limitation, any claims of liability (a) with respect to the prices at
which shares are purchased or sold for a participant's account and the times
when such purchases or sales are made (provided, however, that nothing herein
shall be deemed to constitute a waiver of any rights that a participant might
have under the Securities Exchange Act of 1934, as amended or other applicable
Federal securities law), or (b) for any fluctuation in the market value after
purchase or sale of shares, or (c) for continuation of a participant's account
until receipt by the Corporation of notice in writing of such participant's
death.
12. The Corporation reserves the right to amend, modify, suspend, or
terminate the Plan, but such action shall have no retroactive effect that would
prejudice the interests of the participants. In the event of termination for any
reason, certificates for full shares credited to each Participant's Plan account
will be delivered together with a check for any fractional share interest
determined as provided in Paragraph 8 and Participants shall have no further
rights hereunder.
13. The terms and conditions of the Plan and its operation shall be
governed by the laws of the State of Rhode Island.
14. The effective date of this amended and restated Plan is October 1,
1996.
APPROVED:Joseph J. Kirby
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Joseph J. Kirby
Chairman and Chief Executive Officer
