PROSPECTUS
378,728 Shares
WASHINGTON TRUST BANCORP, INC.
Common Stock
$0.0625 Par Value
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THE OFFERING
This Prospectus relates to 378,728 shares of Common Stock, $0.0625 par value, of
Washington Trust Bancorp, Inc. (the "Corporation"), including the associated
common share purchase rights (the "Rights") issued pursuant to the Rights
Agreement between the Corporation and The Washington Trust Company, as Rights
Agent, purchased or which may be purchased by certain officers and directors of
the Corporation (the "Selling Shareholders") pursuant to stock options granted
pursuant to the Corporation's Amended and Restated 1988 Stock Option Plan, as
amended. Specific information as to the Selling Shareholders may be found on
page 3 of this Prospectus. The Corporation has been informed that said 378,728
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 closing price for the Common Stock on The Nasdaq Stock
Market on June 6, 1997 was $27.00 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 Corporation will not receive any of the proceeds from sales by the Selling
Shareholders.
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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.
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The date of this Prospectus is June 6, 1997.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational 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 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
Commission maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission at http://www.sec.gov. The Corporation's Common Stock is
listed on The Nasdaq Stock Market, and such reports, proxy statements and
certain other information concerning the Corporation 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 Corporation has filed with the
Commission under the Securities Act of 1933 and to which reference is hereby
made.
The Corporation will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any document
incorporated by reference in this Prospectus, other than exhibits to any such
document unless such exhibits are specifically incorporated by reference.
Requests for such documents should be directed to Washington Trust Bancorp,
Inc., 23 Broad Street, Westerly, Rhode Island 02891, Attn: David V. Devault,
Vice President, Treasurer and Chief Financial Officer (telephone number
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,
1996, filed with the Commission pursuant to Section 13(a) of the Exchange Act.
2. The Corporation's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997 filed with the Commission pursuant to Section 13(a) of the Exchange
Act.
3. 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, and the description of the Rights which
is contained in its 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.
4. 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.
WASHINGTON TRUST BANCORP, INC.
Washington Trust Bancorp, Inc. 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 Corporation is registered
under the Bank Holding Company Act of 1956. The executive offices of the
Corporation 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 as of April 30,
1997, the number of shares of Common Stock of the Corporation 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 Number of Percentage of
Number of Shares of Shares Which Shares To Be Class to be Owned
Name and Position Common Stock May Be Owned After After Offering
with Corporation Beneficially Owned (1) Offered (2) Offering
- ---------------- ---------------------- ------------ --------- ----------------
<S> <C> <C> <C> <C>
John C. Warren 3,167 15,305 3,167 *
Director, President and
Chief Executive Officer,
former Chief Operating
Officer
Joseph J. Kirby 12,231 119,937 576 *
Director, former Chairman,
President and
Chief Executive Officer
David V. Devault 4,958 32,125 84 *
Vice President,
Treasurer and
Chief Financial Officer
<PAGE>
<CAPTION>
Number of Percentage of
Number of Shares of Number of Shares Shares To Be Class to be
Name and Position Common Stock Which May Owned After Owned After
with Corporation Beneficially Owned (1) Be Offered(2) Offering Offering
- ----------------- ---------------------- ---------------- ------------ ------------
<S> <C> <C> <C> <C>
Harvey C. Perry II 6,007 28,548 14 *
Vice President and Secretary
Stephen M. Bessette 0 0 0 *
Senior Vice President -
Retail Lending of the
Bank
Vernon F. Bliven 3,509 14,399 432 *
Senior Vice President -
Human Resources of the Bank
Robert G. Cocks, Jr. 290 16,406 290 *
Senior Vice President -
Lending of the Bank
Louis W. Gingerella, Jr. 124 12,173 124 *
Senior Vice President -
Credit Administration of
the Bank
B. Michael Rauh, Jr. 1,136 9,865 1,136 *
Senior Vice President -
Retail Banking of the Bank
Gary E. Bennett 432 4,500 432 *
Director
Steven J. Crandall 1,113 13,500 1,113 *
Director
Richard A. Grills 122,841 13,500 122,841 2.81%
Director
Larry J. Hirsch 3,436 4,500 2,070 *
Director
Katherine W. Hoxsie 22,639 13,500 22,639 *
Director
Mary E. Kennard 900 4,500 132 *
Director
<PAGE>
<CAPTION>
Number of Percentage of
Number of Shares of Number of Shares Shares To Be Class to be
Name and Position Common Stock Shares Which May Owned After Owned After
with Corporation Beneficially Owned (1) Be Offered (2) Offering Offering
- ---------------- ---------------------- ---------------- ------------ -------------
<S> <C> <C> <C> <C>
James W. McCormick, Jr. 12,835 13,500 8,835 *
Director
Brendan P. O'Donnell 6,952 13,410 6,952 *
Director
Victor J. Orsinger, II 13,137 11,953 7,200 *
Director
Anthony J. Rose, Jr. 71,533 13,500 70,221 1.60%
Director
James P. Sullivan 1,773 12,207 1,773 *
Director
Neil H. Thorp 9,632 11,400 8,057 *
Director
</TABLE>
- ----------------
* Less than one percent.
(1) Includes shares beneficially owned as of April 30, 1997 by each
individual as reported to the Commission in accordance with Section 16(a) of the
Exchange Act.
(2) Includes shares owned that were purchased pursuant to stock options
granted by the Corporation and shares that may be purchased pursuant to both
vested and nonvested stock options granted by the Corporation.
EXPERTS
The consolidated balance sheets of Washington Trust Bancorp, Inc. and subsidiary
as of December 31, 1996 and 1995, 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, 1996, 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. Future financial
statements of the Corporation 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.
