SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 25, 1999
WASHINGTON TRUST BANCORP, INC.
(Exact name of registrant as specified in its charter)
RHODE ISLAND 0-13091 05-0404671
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
23 Broad Street, Westerly, Rhode Island 02891
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (401) 348-1200
N/A
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(Former name,former address and former fiscal year,if changed since last report)
<PAGE>
WASHINGTON TRUST BANCORP, INC.
FORM 8-K
Item 5. Other Events
On August 25, 1999, Washington Trust Bancorp, Inc., parent of The
Washington Trust Company, announced that it has completed the
acquisition of Pier Bank, a Rhode Island-chartered community bank
headquartered in South Kingstown, Rhode Island. Effective at the close
of business on August 25, 1999, Pier Bank's two branches, in South
Kingstown and Narragansett, Rhode Island, will operate under "The
Washington Trust Company" name. Conversion of customer deposit and loan
accounts will take place on September 24, 1999. As a result of the
acquisition, Washington Trust Bancorp, Inc., had pro forma assets at
June 30, 1999 of $1.077 billion. Washington Trust Bancorp, Inc. is
headquartered in Westerly, Rhode Island.
Attached hereto as Exhibit 99 is the press release announcing the
completion of the acquisition.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
a. None
b. None
c. Exhibits
Exhibit No. Description
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99 Press release of Washington Trust Bancorp, Inc.
issued August 25, 1999.
SIGNATURES
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Pursuant to the requirements 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.
(Registrant)
Dated: August 25, 1999 By: David V. Devault
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Name: David V. Devault
Title: Executive Vice President,
Treasurer and Chief
Financial Officer
(principal financial officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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99 Press release of Washington Trust Bancorp, Inc. issued
August 25, 1999.
<PAGE>
Contact: John C. Warren, Chairman
and Chief Executive Officer
Telephone: 401-348-1200
Date: August 25, 1999
FOR IMMEDIATE RELEASE
Washington Trust Completes Pier Bank Acquisition
Increases Market Share in Southern Rhode Island
Westerly, Rhode Island ... Washington Trust Bancorp, Inc. (Nasdaq National
Market: WASH) today completed its acquisition of Pier Bank, a Rhode
Island-chartered community bank headquartered in South Kingstown, RI. The
acquisition is part of Washington Trust's strategy to expand its consumer and
commercial banking presence in Rhode Island. Effective at the close of business
today, Pier Bank's two branches, in South Kingstown and Narragansett, Rhode
Island, will operate under "The Washington Trust Company" name. Conversion of
of customer deposit and loans accounts will take place on September 24, 1999.
John C. Warren, Washington Trust Chairman and Chief Executive Officer stated,
"The acquisition is beneficial to Pier Bank customers and the local community.
It provides customers with more convenient access to full service banking,
including trust and investment management services." As a result of the
acquisition, Washington Trust had pro forma assets at June 30, 1999 of $1.077
billion, deposits of $653 million and loans of $527 million. The combined
institutions have 14 branch offices, including 3 supermarket branches, and 25
ATMs.
Warren also announced that Joseph E. LaPlume, former Pier Bank President and
CEO, will assume the position of Senior Vice President and Regional Manager,
with responsibility for Washington Trust's Narragansett, Wakefield, Bonnet
Shores, Charlestown and Richmond branch offices.
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Washington Trust/ Page Two
August 25, 1999
Under terms of the agreement, Pier Bank stockholders automatically become
stockholders of Washington Trust Bancorp, Inc. upon exchange of Pier Bank
shares. Washington Trust will exchange .468 shares of its common stock for each
share of common stock held by a Pier Bank stockholder. In addition, Pier Bank
stockholders entitled to a fraction of a share of Washington Trust common stock
will be paid an amount of cash equal to the product of such fraction and
$16.5458, subject to applicable withholding taxes.
Washington Trust Bancorp, Inc. is the parent of The Washington Trust Company, a
Rhode Island-chartered bank founded in 1800. The Bank offers a full range of
financial services, including trust and investment management, through its
offices in southern Rhode Island and southeastern Connecticut. Washington
Trust's common stock trades on The Nasdaq Stock Market(R) under the symbol WASH.
Stockholder information is available on the Corporation's web site at
www.washtrust.com.
# # #
This release contains certain statements that may be considered forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Corporation's actual results could differ materially from those projected in the
forward-looking statements as a result, among other factors, of changes in
general national or regional economic conditions, changes in interest rates,
reductions in deposit levels necessitating increased borrowing to fund loans and
investments, changes in the size and nature of the Corporation's competition,
changes in loan default and charge-off rates, and changes in the assumptions
used in making such forward-looking statements.
