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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Mark One)
[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 1997 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission file number: 000-13091
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WASHINGTON TRUST BANCORP, INC.
(Exact name of registrant as specified in its charter)
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RHODE ISLAND 05-0404671
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23 BROAD STREET
WESTERLY, RHODE ISLAND 02891
(Address of principal executive offices) (Zip Code)
401-348-1200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.0625 PAR VALUE PER SHARE
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
registrant was $200,976,024 at February 27, 1998 which includes $18,949,253 held
by The Washington Trust Company under trust agreements and other instruments.
The number of shares of common stock of the registrant outstanding as of
February 27, 1998 was 6,659,086.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement dated March 18, 1998 for the Annual
Meeting of Shareholders to be held April 28, 1998 are incorporated by reference
into Part III of this Form 10-K.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. The financial statements of the Registrant required in response to this
Item are listed in response to Part II, Item 8 of Form 10-K for the
fiscal year ended December 31, 1997 filed with the Commission on
March 18, 1998.
2. Financial Statement Schedules. All schedules normally required by
Article 9 of Regulation S-K and all other schedules to the consolidated
financial statements of the Registrant have been omitted because the
required information is either not required, not applicable, or is
included in the consolidated financial statements or notes thereto.
(b) The following reports on Form 8-K were filed during the fourth quarter of
the year ended December 31, 1997:
On October 16, 1997, a Form 8-K was filed which reported that the
Registrant's Board of Directors approved a 3-for-2 stock split on shares
of common stock. The stock split, in the form of a stock dividend, was
paid on November 19, 1997 to shareholders of record as of November 5,
1997.
On December 22, 1997, a Form 8-K was filed which reported that the
Registrant's Board of Directors approved a program to repurchase up to
150,000 shares of its common stock, or approximately 2.3% of its
outstanding shares, in the open market or in private transactions, based
upon market conditions.
(C) Exhibit Index.
Exhibit Number
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3.a 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. (1)
3.b Amendment to Restated Articles of Incorporation -
Filed as Exhibit 3.i to the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 1997. (1)
3.c Amended and Restated By-Laws of the Corporation -
Filed as Exhibit 3.c to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1997. (1)
4 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 (File
No. 000-13091) filed with the Commission on August
16, 1996. (1)
10.a Supplemental Pension Benefit and Profit Sharing Plan
- Filed as Exhibit 10.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1994. (1) (2)
10.b Short Term Incentive Plan Description - Filed as
Exhibit 10.b to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
1997. (1) (2)
10.c Plan for Deferral of Directors' Fees - Filed as
Exhibit 10.3 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
1994. (1) (2)
10.d Amended and Restated 1988 Stock Option Plan - Filed
as Exhibit 10.4 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
1994. (1) (2)
10.e Vote of the Board of Directors of the Corporation
which constitutes the 1996 Directors' Stock Plan -
Filed as Exhibit 99.2 to the Registrant's
Registration Statement on Form S-8 ( File No.
333-13167) filed with the Commission on October 1,
1996. (1) (2)
10.f The Registrant's 1997 Equity Incentive Plan - Filed
as Exhibit 10.a to the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended June 30,
1997. (1) (2)
10.g Change in Control Agreements with Executive Officers
- Filed as Exhibit 10.b to the Registrant's Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 1997. (1) (2)
21 Subsidiaries of the Registrant - Filed as Exhibit
21 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996. (1)
23 Consent of Independent Auditors - Filed as Exhibit 23
to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997. (1)
27 Financial Data Schedule as of December 31, 1997 -
Filed as Exhibit 27 to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31,
1997. (1)
27.1 Restated Financial Data Schedules as of December 31,
1995, March 31, 1996, June 30, 1996 and September 30,
1996 - Filed herewith.
27.2 Restated Financial Data Schedules as of December 31,
1996, March 31, 1997, June 30, 1997 and September 30,
1997 - Filed herewith.
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(1) Not filed herewith. In accordance with Rule 12b-32
promulgated pursuant to the Securities Exchange Act of 1934,
as amended, reference is made to the documents previously
filed with the Commission, which are incorporated by
reference herein.
(2) Management contract or compensatory plan or arrangement
(d) Financial Statement Schedules.
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
WASHINGTON TRUST BANCORP, INC.
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(Registrant)
Date: March 27, 1998 By David V. Devault
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David V. Devault
Vice President, Treasurer and
Chief Financial Officer
(principal financial and
principal accounting officer)
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO OF WASHINGTON TRUST
BANCORP, INC. AS OF DECEMBER 31, 1995, MARCH 31, 1996, JUNE 30, 1996 AND
SEPTEMBER 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-END> DEC-31-1995 MAR-31-1996 JUN-30-1996 SEP-30-1996
<CASH> 15,052 12,540 17,041 18,921
<INT-BEARING-DEPOSITS> 0 0 0 0
<FED-FUNDS-SOLD> 13,599 1,783 1,953 37
<TRADING-ASSETS> 0 0 0 0
<INVESTMENTS-HELD-FOR-SALE> 85,552 89,490 100,241 145,016
<INVESTMENTS-CARRYING> 28,873 29,799 29,532 28,263
<INVESTMENTS-MARKET> 29,433 29,981 29,488 28,301
<LOANS> 386,459 391,367 399,536 406,893
<ALLOWANCE> 7,785 7,932 8,150 8,430
<TOTAL-ASSETS> 547,659 543,646 566,638 623,414
<DEPOSITS> 467,854 456,876 470,257 470,987
<SHORT-TERM> 8,604 25,940 35,391 88,871
<LIABILITIES-OTHER> 18,264 6,363 5,150 6,303
<LONG-TERM> 0 0 0 0
0 0 0 0
0 0 0 0
<COMMON> 180 180 181 272
<OTHER-SE> 52,757 54,287 55,659 56,981
<TOTAL-LIABILITIES-AND-EQUITY> 547,659 543,646 566,638 623,414
<INTEREST-LOAN> 35,704 8,837 17,814 26,963
<INTEREST-INVEST> 5,727 1,857 3,725 6,368
<INTEREST-OTHER> 855 85 140 180
<INTEREST-TOTAL> 42,286 10,779 21,679 33,511
<INTEREST-DEPOSIT> 15,716 4,045 8,093 12,175
<INTEREST-EXPENSE> 17,015 4,388 8,943 13,985
<INTEREST-INCOME-NET> 25,271 6,391 12,736 19,526
<LOAN-LOSSES> 1,400 300 600 900
<SECURITIES-GAINS> 496 198 148 266
<EXPENSE-OTHER> 19,355 4,850 9,915 15,188
<INCOME-PRETAX> 11,719 3,139 6,114 9,633
<INCOME-PRE-EXTRAORDINARY> 11,719 3,139 6,114 9,633
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 7,688 2,009 4,036 6,357
<EPS-PRIMARY><F2> 1.21 .31 .63 .98
<EPS-DILUTED><F2> 1.17 .30 .61 .95
<YIELD-ACTUAL> 5.24 5.28 5.18 5.15
<LOANS-NON> 8,574 0 0 0
<LOANS-PAST> 256 0 0 0
<LOANS-TROUBLED> 0 0 0 0
<LOANS-PROBLEM> 7,100<F1> 0 0 0
<ALLOWANCE-OPEN> 9,328 7,785 7,785 7,785
<CHARGE-OFFS> 3,416 325 733 926
<RECOVERIES> 473 172 498 671
<ALLOWANCE-CLOSE> 7,785 7,932 8,150 8,430
<ALLOWANCE-DOMESTIC> 7,785 0 0 0
<ALLOWANCE-FOREIGN> 0 0 0 0
<ALLOWANCE-UNALLOCATED> 1,768 0 0 0
<FN>
<F1>
See discussion of potential problem loans required by Guide 3, section III.C.2
under the caption Guide 3 Statistical Disclosures in the Corporation's Form 10-K
for the fiscal year ended December 31, 1995.
<F2>
Adjusted to reflect the 3-for-2 stock splits paid on November 19, 1997 and
October 15, 1996.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO OF WASHINGTON TRUST
BANCORP, INC. AS OF DECEMBER 31, 1996, MARCH 31, 1997, JUNE 30, 1997 AND
SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-END> DEC-31-1996 MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 17,442 16,072 20,489 18,653
<INT-BEARING-DEPOSITS> 0 0 0 0
<FED-FUNDS-SOLD> 1,548 9,050 8,200 7,292
<TRADING-ASSETS> 0 0 0 0
<INVESTMENTS-HELD-FOR-SALE> 198,317 252,090 235,806 238,891
<INVESTMENTS-CARRYING> 27,926 27,574 49,246 49,711
<INVESTMENTS-MARKET> 28,115 27,503 49,631 50,392
<LOANS> 418,993 425,194 440,150 451,602
<ALLOWANCE> 8,495 8,585 8,411 8,823
<TOTAL-ASSETS> 694,946 769,213 793,168 806,448
<DEPOSITS> 476,561 489,094 514,390 532,172
<SHORT-TERM> 14,000 19,309 15,753 10,555
<LIABILITIES-OTHER> 144,958 200,489 199,551 198,132
<LONG-TERM> 0 0 0 0
0 0 0 0
0 0 0 0
<COMMON> 273 273 275 275
<OTHER-SE> 59,154 60,048 63,199 65,314
<TOTAL-LIABILITIES-AND-EQUITY> 694,946 769,213 793,168 806,448
<INTEREST-LOAN> 36,106 9,274 18,986 28,940
<INTEREST-INVEST> 9,491 4,140 8,876 13,700
<INTEREST-OTHER> 209 61 132 259
<INTEREST-TOTAL> 45,806 13,475 27,994 42,899
<INTEREST-DEPOSIT> 16,275 4,136 8,489 13,160
<INTEREST-EXPENSE> 19,667 6,781 14,188 21,796
<INTEREST-INCOME-NET> 26,139 6,694 13,806 21,103
<LOAN-LOSSES> 1,200 300 600 1,000
<SECURITIES-GAINS> 368 254 627 683
<EXPENSE-OTHER> 20,536 5,491 11,643 17,738
<INCOME-PRETAX> 12,723 3,235 6,597 10,060
<INCOME-PRE-EXTRAORDINARY> 12,723 3,235 6,597 10,060
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 8,425 2,151 4,412 6,776
<EPS-PRIMARY><F2> 1.30 .33 .67 1.03
<EPS-DILUTED><F2> 1.25 .32 .65 .99
<YIELD-ACTUAL> 4.99 4.10 4.12 4.12
<LOANS-NON> 7,542 0 0 0
<LOANS-PAST> 1,447 0 0 0
<LOANS-TROUBLED> 0 0 0 0
<LOANS-PROBLEM> 5,200<F1> 0 0 0
<ALLOWANCE-OPEN> 7,785 8,495 8,495 8,495
<CHARGE-OFFS> 1,273 316 828 960
<RECOVERIES> 783 106 144 288
<ALLOWANCE-CLOSE> 8,495 8,585 8,411 8,823
<ALLOWANCE-DOMESTIC> 8,495 0 0 0
<ALLOWANCE-FOREIGN> 0 0 0 0
<ALLOWANCE-UNALLOCATED> 2,461 0 0 0
<FN>
<F1>
See discussion of potential problem loans required by Guide 3, section III.C.2
under the caption Guide 3 Statistical Disclosures in the Corporation's Form 10-K
for the fiscal year ended December 31, 1996.
<F2>
Adjusted to reflect the 3-for-2 stock splits paid on November 19, 1997 and
October 15, 1996.
</FN>
</TABLE>
