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) February 23, 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
- ---------------------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (401) 348-1200
N/A
- --------------------------------------------------------------------------------
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 February 23, 1999, Washington Trust Bancorp, Inc., parent of The
Washington Trust Company, announced that is signed a definitive
agreement to acquire PierBank, a Rhode Island-chartered community bank
with assets of $59.4 million, which is headquartered in South
Kingstown, Rhode Island. Washington Trust Bancorp, Inc., with assets of
$935 million, is headquartered in Westerly, Rhode Island. Under the
terms of the agreement, PierBank will be merged into The Washington
Trust Company.
Attached hereto as Exhibit 99 is the press release announcing the
agreement, the terms of which are incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
a. None
b. None
c. Exhibits
Exhibit No. Description
99 Press release of Washington Trust Bancorp, Inc.
issued February 23, 1999.
SIGNATURES
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: March 2, 1999 By: David V. Devault
------------------------------------
Name: David V. Devault
Title: Executive Vice President,
Treasurer and
Chief Financial Officer
(principal financial officer)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99 Press release of Washington Trust Bancorp, Inc. issued
February 23, 1999.
<PAGE>
Contact: John C. Warren
President and
Chief Executive Officer
Telephone: (401) 348-1200
Date: February 23, 1999
FOR IMMEDIATE RELEASE
Washington Trust Bancorp, Inc. Announces Plans to Acquire PierBank
Westerly, Rhode Island -- Washington Trust Bancorp, Inc. (NASDAQ: National
Market; symbol: WASH), parent of The Washington Trust Company, today announced
that it has signed a definitive agreement to acquire PierBank, a Rhode
Island-chartered community bank with assets of $59.4 million, which is
headquartered in South Kingstown, Rhode Island. Washington Trust Bancorp, Inc.,
with assets of $935 million, is headquartered in Westerly, Rhode Island. Under
the terms of the agreement, PierBank will be merged into The Washington Trust
Company.
"Washington Trust and PierBank are ideal partners," stated John C. Warren,
Washington Trust's President and Chief Executive Officer. "We are both
community banks with the same core values, culture and commitment to service
quality. There are terrific opportunities for the shareholders, employees,
customers and communities of both institutions."
Joseph E. LaPlume, President of PierBank, stated, "It is with great pride that
we announce PierBank's intention to join the Washington Trust team. Washington
Trust is an excellent community bank, with a solid reputation and an outstanding
array of products and services. We sincerely believe that everyone will benefit
from this partnership."
Warren also announced that LaPlume would be appointed to a key management
position with Washington Trust upon the completion of the acquisition. Warren
stated, "Joe has been instrumental in developing PierBank into a leading
community bank. He has tremendous experience in financial services and we look
forward to his contributions to Washington Trust." Warren noted, "We also hope
to retain as many of PierBank's employees as we can, whether in their current
positions or in new jobs within Washington Trust." PierBank has a total of 38
employees.
Under the terms of the agreement, Washington Trust Bancorp, Inc. will exchange
shares of its common stock for shares of PierBank common stock. Each PierBank
share will initially be valued at approximately $8.60, for a total transaction
value of $13.7 million. The actual number and value of Washington Trust Bancorp,
Inc. common shares to be issued to PierBank shareholders will be based on an
exchange formula using the average closing price of Washington Trust Bancorp's
common stock during the 15 trading days prior to receiving final regulatory
approval. Based on the initial exchange ratio, Washington Trust Bancorp will
exchange .4517 shares of its common stock for each share of common stock held by
a PierBank shareholder.
-- M O R E --
Washington Trust
Page Two, February 23, 1999
In accordance with the agreement, PierBank granted Washington Trust Bancorp,
Inc. an option to acquire under certain terms and conditions up to 319,810
shares at $7.48 per share. The option was granted as an inducement to Washington
Trust Bancorp Inc.'s willingness to enter into the agreement. The purchase,
which is expected to be completed in the second half of 1999, is subject to
approval by PierBank's shareholders as well as State and Federal banking
regulators. The transaction is expected to be a tax-free reorganization and
accounted for as a pooling of interests.
The acquisition will give Washington Trust an expanded presence in the
Narragansett/South Kingstown, Rhode Island market. Washington Trust has twelve
offices, including a branch in Narragansett, while PierBank has two offices, one
in South Kingstown and the second in Narragansett. Stated Warren, "Our
Narragansett office recently reached $100 million in deposits and is approaching
full capacity, so the PierBank locations will complement our existing office and
provide added convenience for our customers. The combined deposits of the three
locations in the Narragansett/South Kingstown area will reinforce our position
as the leading community bank in the region. In addition, PierBank's strength in
mortgage lending is expected to solidify our status as the number one mortgage
lender in southern Rhode Island."
Washington Trust also offers trust and investment services through its branch
offices. In 1998, Washington Trust signed a services agreement with PierBank to
provide trust and investment management services to customers of PierBank. Under
the services agreement, Washington Trust's trust and investment management
department agreed to provide a full line of personal investment management and
trust services, including personal financial planning as well as estate and tax
planning services.
Washington Trust Bancorp, Inc. is the parent company of The Washington Trust
Company, a Rhode Island state chartered bank founded in 1800. Washington Trust
offers a full range of financial services, including trust and investment
management, through its twelve offices in southern Rhode Island and southeastern
Connecticut. Washington Trust Bancorp, Inc.'s common stock trades on the Nasdaq
National Market tier of The Nasdaq Stock MarketSM under the symbol WASH.
###
This press 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
costs or difficulties relating to the integration of the business of Washington
Trust and PierBank are greater than expected, 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, and changes in the
assumptions used in making such forward-looking statements. The forward-looking
statements contained herein speak only as of the date of this release. The
Corporation expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any such statement to reflect any change in
the Corporation's expectations or any change in events, conditions or
circumstances on which any such statement is based.
The Washington Trust Company and PierBank
A Partnership in Community Banking
Fact Sheet
(information as of December 31, 1998)
Washington Trust Pier
Total Assets $935.1 million $59.4 million
Total Deposits $575.3 million $52.5 million
Net Loans $439.1 million $47.0 million
Shareholders' Equity $73.1 million $4.5 million
Net Income $10.0 million $.5 million
Earnings Per Share - Diluted $.97 $.29
Number of Branches 11 2
Number of ATMs 20 4
Number of Employees 371 38
