<PAGE>
As filed with the Securities and Exchange Commission on September 3, 1999
Registration Statement No. 33-28065
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NUMBER 3 TO
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)
<TABLE>
<S> <C>
Rhode Island 05-0404671
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
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)
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John C. Warren
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:
Paul W. Lee, P.C.
Gregory J. Lyons, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement in light of
market conditions and other factors.
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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, please check the following
box and list the Securities Act registration statement number of the 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: [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of Securities Proposed Maximum Proposed Maximum
Being Amount To Be Aggregate Price Aggregate Offering Amount of Registration
Registered Registered(1) Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.0625 per share...... 290,063 (2) (2) (2)
</TABLE>
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(1) Plus such additional number of shares as may be required in the event of a
stock dividend, stock split, split-up-recapitalization or other similar
event.
(2) The registration fee of $690.00 was previously paid by the registrant on
April 7, 1989.
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Dividend Reinvestment and Stock Purchase Plan
290,063 Shares of Common Stock
Washington Trust Bancorp, Inc.
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We are offering shares of our common stock through our Dividend Reinvestment
and Stock Purchase Plan. The plan provides you with an economical and
convenient method to purchase additional shares of our common stock. Our stock
is traded on the NASDAQ National Market under the ticker symbol "WASH." Some of
the significant features of the plan are:
. You may purchase additional shares of common stock by automatically
reinvesting your cash dividends on common stock.
. You may also purchase shares of common stock by making optional cash
investments of $25 to $10,000 per quarter. For convenience, these
purchases may be funded through automatic quarterly investments by
electronic funds transfer.
. Your participation in the plan is entirely voluntary, and you may
terminate your participation at any time.
. You may, for no fee, deposit certificates of our common stock with the
plan administrator and have the shares represented by those certificates
recorded in book-entry form.
. The purchase price for shares of common stock purchased directly from us
that you purchase through the plan will generally be the average of the
closing prices of our common stock reported by the NASDAQ National
Market for the ten trading days immediately preceding the relevant
dividend payment date. The average of the closing prices of our common
stock was $16.194 for the trading days of August 16 through August 27,
1999.
. The purchase price for each share of common stock purchased in the open
market or in privately negotiated transactions with third parties
through the plan will be the weighted average price per share that the
plan administrator or purchasing agent paid for all of the common stock
purchased that quarter.
Any investment in shares of our common stock involves a degree of risk.
You should read "Risk Factors" on page 4 before enrolling in the plan
or purchasing any shares of our stock.
These securities are not savings or deposit accounts or other obligations of
any bank or nonbank subsidiary of Washington Trust Bancorp, Inc., and they are
not insured by the Federal Deposit Insurance Corporation, the Bank Insurance
Fund or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is September 3, 1999.
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Summary
About Washington Trust Bancorp, Inc.
Washington Trust Bancorp, Inc., a registered bank holding company
incorporated in the State of Rhode Island, provides commercial and retail
banking products and services in Rhode Island and Connecticut through The
Washington Trust Company of Westerly, its principal banking subsidiary. As of
June 30, 1999, Washington Trust's total assets were approximately $1,016.5
million, total deposits were approximately $600.0 million and shareholders'
equity was approximately $74.3 million. Washington Trust Bancorp recently
merged with PierBank, a Rhode Island chartered bank, that provides commercial
and retail banking products and services in Rhode Island. As of June 30, 1999,
PierBank's total assets were approximately $60.1 million, total deposits were
approximately $53.0 million and shareholders' equity was approximately $4.8
million.
Additional information regarding Washington Trust Bancorp, including our
audited financial statements and descriptions of Washington Trust Bancorp, is
contained in the documents incorporated by reference in this prospectus. See
"Where You Can Find More Information."
About the Plan
The following summary of our Dividend Reinvestment and Stock Purchase Plan
may omit information that may be important to you. You should carefully read
the entire text of the plan contained in this prospectus before you decide to
participate in the plan.
ENROLLMENT: There are two ways you can enroll
in the plan:
. If you are currently enrolled in
this plan and receive this
prospectus, you will still be
enrolled in the plan and do not
need to re-enroll. If you do not
wish to participate in this
plan, you can withdraw at any
time.
. You can participate in the plan
if you currently own shares of
common stock by submitting a
completed Authorization Form.
You may obtain an Authorization
Form from the plan's
administrator, The Washington
Trust Company. You may
participate directly in the plan
only if you hold your common
stock in your own name.
REINVESTMENT OF DIVIDENDS: You can reinvest all cash dividends
you receive on your shares of our
common stock. You may not elect to
reinvest only a portion of the
dividends you receive on your
shares. You will be able to
purchase additional shares of our
common stock by reinvesting your
dividends, without paying fees.
OPTIONAL CASH INVESTMENTS: After you are enrolled in the plan,
you can buy additional shares of
our common stock without paying
fees by making optional cash
investments. You can invest a
minimum of $25 and up to a
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maximum of $10,000 in any one
quarter. Employees of Washington
Trust may also make optional cash
investments by having funds
withheld from their pay checks.
SOURCE OF SHARES: The administrator of the plan will
purchase shares of common stock in
one of four ways:
. directly from us;
. in the open market through an
independent purchasing agent;
. in privately negotiated
transactions with third parties
through an independent
purchasing agent; or
. a combination of any of the
above.
PURCHASE PRICE: The purchase price of shares of
common stock under the plan depends
on whether the plan administrator
buys shares directly from us or
obtains your shares by engaging a
purchasing agent to buy them in the
open market or in privately
negotiated transactions with third
parties.
. For shares purchased directly
from us, the price you pay will
be the average of the closing
prices for common stock as
reported on the NASDAQ National
Market for the ten trading days
immediately preceding the
applicable dividend payment
date. If our common stock is not
traded on more than four of
those days, the price per share
will be calculated by averaging
the closing prices for our
common stock as reported on the
NASDAQ National Market for all
trading days on which our stock
is traded during the twenty
trading day period immediately
before the dividend payment
date.
. For shares purchased in the open
market or in privately
negotiated transactions with
third parties, the price you pay
will be the weighted average of
the actual prices the purchasing
agent pays for all of the common
stock purchased for the relevant
quarter.
TRACKING YOUR INVESTMENT: You will receive periodic
statements of the transactions made
in your plan account. These
statements will provide you with
details of the transactions and
will indicate the share balance in
your plan account.
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ADMINISTRATION: The Washington Trust Company, a
wholly-owned subsidiary of
Washington Trust Bancorp, Inc.,
will serve as the administrator of
the plan. You should send all
correspondence with the
administrator to:
The Washington Trust Company
Trust and Investment Department
Attn.: Stock Transfer Desk
P.O. Box 512
Westerly, RI 02891-0512
PURCHASING AGENT: If the shares that you buy through
the plan are purchased on the open
market or in privately negotiated
transactions, the plan
administrator will engage an
independent third party to act as
purchasing agent for the plan.
Neither we, the plan administrator
nor any participant will be able to
direct the time or price at which
the purchasing agent purchases
shares. Currently, the purchasing
agent is Citizens Bank of Rhode
Island which is located in
Providence, Rhode Island.
CONTACTING US: You can write to us at:
Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, RI 02891
Our telephone number is (401) 348-
1239.
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Risk Factors
The risks listed below are only those that are specific to us. You should
also consider general risks relating to national or local economy, the
prospects of the banking and financial services businesses in general, and
other risks that businesses generally face.
This information was current when we filed this prospectus with the SEC, but
it may change in the future. We may provide more current information about
these risks, or describe additional risks, in filings and reports that we file
with the SEC. You should read this prospectus together with filings and reports
that we filed with the SEC after the date of this prospectus.
This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. There are many reasons why our actual results could
differ materially from those set forth in the forward-looking statements,
including the risk factors listed below. This list may not be exhaustive. The
statements in the following section include "Year 2000 readiness disclosure"
within the meaning of the Year 2000 Information and Readiness Disclosure Act.
The following "Year 2000" discussion contains forward-looking statements which
represent our beliefs or expectations regarding future events. When used in the
Year 2000 discussion, the words "believe," "expect," "estimate," and similar
expressions are intended to identify forward-looking statements. Forward-
looking statements include our expectations as to when we will complete the
phases of the Year 2000 Project Plan, our estimated costs, and our belief that
our statements involve a number of risks and uncertainties that could cause the
actual results to differ materially from the projected results. Factors that
may cause these differences include the availability of qualified personnel and
other information technology resources, the ability to identify and remediate
all date sensitive lines of computer code, and the actions of governmental
agencies or other third parties with respect to Year 2000 problems.
General business risks could adversely impact our business
Washington Trust's business is subject to various business risks. Our future
success will depend in large part on the continued contributions of our senior
management personnel. The volume of loan originations is dependent upon demand
for loans of the type originated and served by Washington Trust and the
competition in the marketplace for such loans. The level of consumer
confidence, fluctuations in real estate values, fluctuations in prevailing
interest rates and fluctuations in investment returns expected by the financial
community could combine to make loans of the type originated by Washington
Trust less attractive. In addition, our business may be adversely affected by
other factors that could (a) increase the cost to the borrower of loans
originated by us, (b) create alternative lending sources for such borrowers or
(c) increase the cost of funds of Washington Trust at a rate faster than an
increase in interest income, thereby narrowing our net interest rate margins.
Our business could be adversely impacted by applicable regulatory changes or
modifications
Washington Trust's operations are subject to extensive regulation by
federal, state and local governmental authorities and are subject to various
laws and judicial and administrative decisions imposing requirements and
restrictions on part or all of our operations. There can be no assurance that
these laws, rules and regulations will not be modified in the future, which
could make compliance much more difficult or expensive, restrict our ability to
originate, broker or sell loans or otherwise adversely affect our business or
prospects.
The price of our stock may decline between the time you request the plan
administrator to issue certificates for shares of stock in your plan account
and the time that you receive those certificates
We will generally not issue certificates for shares of common stock that you
buy through the plan. Instead, the plan administrator will record your stock
ownership in book-entry form and will notify you of the number of shares you
buy in quarterly statements. If you decide to sell your shares, you must
request the plan
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administrator to issue certificates to you so that you may engage a broker to
sell your shares. The period of time between the time the plan administrator
receives your request and the time the plan administrator issues a certificate
to you could be as long as three business days. If the market price of our
common stock declines during that time, you may lose the opportunity to sell
your shares at the highest possible price.
You will not know the price at which you will be purchasing shares under the
plan until several days after you have made an investment decision and as a
result you may pay more for your shares than you would have otherwise been
willing to pay
If you are enrolled in dividend reinvestment and you wish to withdraw, you
will have to elect to withdraw from dividend reinvestment before the dividend
record date because we must receive your request to withdraw on or before the
dividend record date. If you elect to make optional cash investments, you must
send funds to the plan administrator during specified intervals which precede
the related dividend payment date. Between the time that you make your decision
to purchase shares through the plan (or your decision to remain enrolled in the
plan) and the time of actual purchase, the price of our stock may fluctuate, or
other information may become available to you that would affect your investment
decision. Additionally, you will not be able to direct the time or price at
which you buy shares if the plan administrator engages a purchasing agent to
buy shares in the open market. Accordingly, you bear the risk of buying shares
of our stock through the plan at prices higher than what you would otherwise be
willing to pay, or under circumstances in which you would otherwise not invest
in shares of our stock.
Year 2000 computer issues may disrupt our business operations or subject us to
adverse action from our federal banking regulators
Year 2000 compliance issues concern the inability of computer systems to
accurately calculate, store or use data after 1999. These may cause our
computer systems, or those of our significant vendors and customers, to process
critical financial and operational information incorrectly. While we believe
that we have taken reasonable steps with respect to the Year 2000 issue, if the
phases of our Year 2000 Project Plan are not completed on time, the costs
associated with becoming Year 2000 compliant exceed our estimates, third party
providers are not Year 2000 compliant on a timely basis, or customers with
material loan obligations are unable to meet their repayment obligations due to
Year 2000 problems, the Year 2000 issue could have a material impact on our
financial results. In addition, our efforts to address the Year 2000 issue are
being monitored by federal banking regulators. Failure to be Year 2000
compliant on a timely basis could subject us to formal supervisory or
enforcement actions. For more information regarding the efforts we have taken
to address the Year 2000 issue, you should read our Year 2000 reports in our
annual and quarterly reports incorporated by reference into this prospectus.
See "Where You Can Find More Information."
Where You Can Find More Information
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., Chicago, Illinois, and New
York, New York. Please call the SEC at 1-800-SEC-0330 for further information
about the public reference rooms. Our SEC filings are also available to the
public from the SEC's Web site at http://www.sec.gov.
. our Annual Report on Form 10-K for the year ended December 31, 1998;
. our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999;
. our Current Reports on Form 8-K filed with the SEC on March 2, 1999 and
August 27, 1999; and
. the description of our common stock contained in our registration
statement on Form 8-A, filed as of January 10, 1985 and the description
of rights to purchase common stock contained in our registration
statement on Form 8-A/A, filed as of August 22, 1996, and all amendments
and reports updating such description.
5
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You may request a copy of these filings, and any exhibits we have
specifically incorporated by reference as an exhibit in this prospectus, at no
cost by writing or telephoning us at the following address: Washington Trust
Bancorp, Inc., Attn.: Elizabeth B. Eckel, Vice President, Marketing, 23 Broad
Street, Westerly, RI 02891. Our telephone number is (401) 348-1309.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone to provide you with different information. We are not making
an offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or the documents
incorporated by reference is accurate as of any date other than the date on the
front of this prospectus or those documents.
Terms and Conditions of the Dividend Reinvestment and Stock Purchase Plan
The following questions and answers describe our Dividend Reinvestment and
Stock Purchase Plan and explain how it works. Historically, we have paid
quarterly dividends on our common stock on the fifteenth of January, April,
July and October and we expect to continue to pay quarterly dividends on shares
of common stock in the future. However, we cannot assure you that we will
definitely pay dividends in the future. If you are a shareholder and do not
participate in this plan, you will continue to receive cash dividends in the
usual manner as we declare and pay them.
General Information
1. What is the purpose of the plan?
The purpose of the plan is to provide current owners of our common stock
with an economical and convenient method of investing in Washington Trust
Bancorp stock. As a current owner of common stock, you are permitted to invest
cash dividends in additional shares of our common stock without paying any
brokerage commissions, service charges or fees.
2. What are the advantages of the plan?
. You can reinvest cash dividends paid on your shares of common stock
automatically. You will not pay any brokerage commissions or service
charges on these purchases.
. In addition to shares you purchase by reinvesting dividends, you may buy
additional shares through the plan by investing $25 to $10,000 per
quarter, and you will not pay any brokerage commissions or service
charges.
. You can also deposit certificates for any other shares of our stock
registered in your name with the plan administrator. The plan
administrator will then record your ownership of those shares in book-
entry form. You pay no fee for this service.
. To simplify your record keeping, we will send you periodic statements
showing current account information, including purchases of stock held
in your plan account and your most recent plan account balance.
. The plan is completely voluntary and you may terminate your
participation at any time.
3. What are the disadvantages of the plan?
. We will not pay you any interest on dividends or funds held for optional
cash investments by the plan administrator before the dividend payment
date.
. The plan administrator will return to you, without interest, any funds
you send for optional cash investments if your optional cash investment
is less than $25. The plan administrator will also return,
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<PAGE>
without interest, funds for your optional cash investment that exceed
the maximum allowable investment of $10,000 per quarter. Additionally,
the plan administrator will return any funds that it receives either
before or after any one of the periods specified in Question 11.
. If the shares that you purchase under the plan are purchased directly
from us, we will not determine the purchase price until the dividend
payment date. As a result, you will not know the actual price per share
or number of shares you purchased until that date.
. If the plan administrator engages a purchasing agent to buy the shares
that you purchase under the plan in the open market, you will not be
able to control the time or price at which your shares are purchased. As
a result, you will not know the actual price per share or number of
shares you will purchase until after you purchase them.
. If you decide to make optional cash investments through the plan, your
cash payment may be exposed to changes in market conditions for a longer
period of time than if you had arranged to buy shares through a broker.
. You cannot pledge shares of common stock deposited in your plan account
until you withdraw the shares from the plan.
. You generally will pay tax on the amount of any brokerage commissions
that we pay in connection with your optional cash purchases.
4. Who is eligible to participate in the plan?
Record Owners. Only record owners of our common stock are eligible to
participate directly in the plan. You are a "record owner" if our records list
you as the owner of shares of our common stock. Generally, if you are a record
owner, you will have certificates for your shares.
Beneficial Owners. You are a "beneficial owner" if your shares are held in
the name of a bank, broker or other nominee. In order for you to participate
directly in the dividend reinvestment feature of the plan, you must become a
record owner by having one or more shares of common stock transferred into your
own name from that of the applicable bank, broker or other nominee.
5. Are there limitations on participation in the plan other than those
described above?
We may, for any reason or no reason, decide not to allow you to participate
in the plan even if you qualify for participation in the plan. Some
shareholders may be residents of jurisdictions in which we determine that it
may not be legally or economically practical to offer our stock under the plan,
and accordingly residents of those jurisdictions may be precluded from
participating in the plan.
Your right to participate in the plan is not transferable apart from a
transfer of your underlying common stock to another person.
6. Who administers the plan for participants?
The transfer agent for our common stock, The Washington Trust Company,
administers the plan for participants, maintains records, provides regular
account statements to participants, and performs other duties relating to the
plan. The Washington Trust Company is a wholly-owned subsidiary of Washington
Trust Bancorp, Inc. You can write to the plan administrator at:
The Washington Trust Company
Trust and Investment Department
Attn.: Stock Transfer Desk
P.O. Box 512
Westerly, RI 02891-0512
You may also telephone the plan administrator at (401) 348-1239.
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7. What is the plan account?
The plan account is an account that the plan administrator keeps for your
benefit to record the shares of stock that you buy through the plan with either
reinvested dividends or optional cash investments. The plan administrator will
also record stock certificates that you deposit with the plan administrator in
your plan account. If you elect to participate in the plan, but do not deposit
your stock certificates with the plan administrator, the plan administrator
will reinvest the dividends paid on those shares even though those shares are
not included in your plan account. In other words, the shares that you enroll
for dividend reinvestment do not need to be deposited with the plan
administrator and held in your plan account. Every quarter the plan
administrator will provide you with a statement that will show the number of
shares that you hold directly in your name and the number of shares that you
hold in your plan account.
Your Choices under the Plan
8. What investment options are available under the plan?
We offer you two ways of investing in our common stock through the plan.
. You may automatically reinvest all of the cash dividends paid on shares
of our common stock that you own.
. You may make optional cash investments ranging from a minimum of $25 up
to a maximum of $10,000 per quarter to purchase stock through the plan.
9. How does the optional cash investment feature work?
Optional cash investments allow you to purchase more shares than you could
purchase with reinvested dividends alone. You can buy shares of our stock each
quarter with optional cash investments after you submit a properly executed and
signed Authorization Form. The plan administrator will use your optional cash
investment to purchase common stock for your plan account on the next dividend
payment date after it receives your cash payment.
You may make optional cash investments by completing the Cash Payment Form
attached to your account statement. If you send funds for optional cash
investments by check, please keep the following in mind:
. you must send the plan administrator a separate Cash Payment Form and a
separate check for each transaction;
. the plan administrator will not accept third party checks;
. checks must be payable in U.S. funds drawn on a U.S. bank; and
. checks must be made payable to "The Washington Trust Company."
Employees of Washington Trust who participate in the plan may also make
optional cash investments by arranging to have automatic payroll deductions.
Interested employees should contact the Human Resources Department at
Washington Trust to obtain an Employee Enrollment Form.
In the event that any check you deliver to the plan administrator is
returned unpaid, the plan administrator may consider the request for the
investment of such money null and void and may immediately remove from your
account shares of common stock purchased with that check. The plan
administrator may sell that stock to satisfy any uncollected amount, together
with a $25 returned check fee. If the net proceeds from the sale of the stock
does not satisfy the uncollected balance and fee, the plan administrator may
sell additional stock from your account to satisfy the uncollected balance and
fee.
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10. What are the limitations on making optional cash investments?
You may make optional cash investments in any quarter. However, the amount
of your optional cash investments cannot exceed a maximum amount of $10,000 per
quarter. A minimum investment of $25, per payment, is required to exercise this
option. You do not have to send the same amount of money each quarter, and
there is no requirement that you make an optional cash investment each quarter.
11. When must funds for optional cash investments be received by the plan
administrator?
The plan administrator must receive funds for optional cash investments
during one of the following periods:
. January 1 -- January 10;
. April 1 -- April 10;
. July 1 -- July 10; or
. October 1 -- October 10.
Funds for optional cash investments will be invested quarterly on or shortly
after the dividend payment date. The plan administrator will return to you any
funds you send for optional cash investments if your optional cash investment
is less than $25. The plan administrator will also return funds for your
optional cash investment that exceed the maximum allowable investment of
$10,000 per quarter. Additionally, the plan administrator will return any funds
that it receives either before or after any one of the periods listed above.
Neither we nor the plan administrator will pay you interest on funds you send
for optional cash investments.
12. What is the automatic quarterly investment feature of the plan and how does
it work?
You may make optional cash investments by means of an "automatic quarterly
investment" of not less than $25 nor more than a total of $10,000 per quarter
by electronic funds transfer from a predesignated U.S. account.
If you wish to initiate automatic quarterly investments, you must complete
and sign an Authorization Form and an Automatic Quarterly Investment Form and
return them to the plan administrator together with a voided blank check (for a
checking account) or deposit slip (for a savings account) for the account from
which funds are to be drawn. You may obtain Automatic Quarterly Investment
Forms from the plan administrator. The plan administrator will process forms as
promptly as practicable.
Once automatic quarterly investment is initiated, the plan administrator
will draw funds from your designated account on the dividend payment date of
that quarter and will invest those funds in shares of common stock beginning on
that date. Afterwards, the plan administrator will automatically draw funds
from your designated account approximately five days before each dividend
payment date and will invest those funds in shares on or shortly after each
following quarterly dividend payment date. You may change the amount of your
automatic quarterly investment by completing and submitting to the plan
administrator a new Authorization Form and a new Automatic Quarterly Investment
Form to be effective with respect to a particular dividend payment date. You
may terminate your automatic quarterly investment by written request to the
plan administrator.
13. Are there any expenses in connection with purchases under the plan?
No. There are no brokerage commissions, service charges or fees with respect
to the reinvestment of dividends or purchase of stock in connection with the
plan. All costs of administration of the plan are paid by
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the Washington Trust Bancorp. However, any brokerage commissions that we pay on
your behalf are taxable income to you, just as cash dividends are.
Participating in the Plan
14. How can I participate?
. If you are already enrolled in the plan when you receive this
prospectus, you will still be enrolled in the plan. If you do not wish
to participate in the plan, you may withdraw at any time.
. If you are a record owner of our common stock, you may join the plan by
completing and signing an Authorization Form and returning it to the
plan administrator. You may obtain an Authorization Form from the plan
administrator at any time by telephoning the plan administrator at (401)
348-1239. You may also fax a written request for an Authorization Form
to the plan administrator at (401) 348-1535.
. If you are a beneficial owner of our common stock, you may request that
your bank, broker or other nominee transfer the number of shares of our
common stock you wish to be enrolled in the plan to you in your own name
as record owner. You may then participate directly in the plan.
15. What does the Authorization Form provide for?
The Authorization Form allows you to register for participation in the plan.
By completing the Authorization Form you will reinvest all dividends you
receive on your shares in additional shares of our common stock. The plan
administrator must receive your Authorization Form at least three (3) days
before a dividend record date in order to reinvest your dividends for a given
quarter. The plan administrator will return your Authorization Form to you if
you have not signed the form.
16. What does the Employee Enrollment Form provide for?
If you are an employee of Washington Trust or any of our subsidiaries, you
may arrange to have automatic payroll deductions set aside to purchase shares
of our common stock by completing the Employee Enrollment Form and returning it
to the Human Resources Department at Washington Trust. You may specify on that
form the amount you wish to have withheld from your pay check. You will not be
paid interest on any funds held by the plan administrator pending investment.
You may change the amount you have withheld or terminate deductions at any
time by simply completing a new Employee Enrollment Form and returning it to
the Human Resources Department of Washington Trust.
17. Can I withdraw from the plan?
Yes. This plan is entirely voluntary and you may withdraw at any time.
18. How do I withdraw from the plan?
In order to withdraw from the plan, you must notify the plan administrator
in writing at the following address:
The Washington Trust Company
Trust and Investment Department
Attn.: Stock Transfer Desk
P.O. Box 512
Westerly, RI 02891-0512
10
<PAGE>
19. If I withdraw from the plan, what happens to the shares of stock in my plan
account?
Upon withdrawal from the plan, the plan administrator will automatically
issue certificates for whole shares of common stock credited to your plan
account. You will receive a cash payment based on the market value of our stock
for any fractional shares you hold in your plan account. The cash payment will
be calculated by multiplying the fraction of a share you own by the closing
price as reported on the NASDAQ National Market on the date immediately before
the date the plan administrator processes your termination.
Certificates for stock will generally not be issued until approximately
three business days after receipt of the request. If the plan administrator
receives your request to withdraw from the plan after a dividend record date
and before the related dividend payment date, it will take longer for the plan
administrator to issue certificates to you because it will first reinvest
dividends for that quarter. Accordingly, certificates will not be issued until
approximately three business days after the related dividend payment date in
such a case.
20. If I withdraw from the plan, when do I start receiving cash dividends
again?
. If the plan administrator receives your request to withdraw from the
plan on or before any dividend record date for a dividend on our common
stock, we will pay you the dividend in cash as soon as practicable
either on or following the dividend payment date. Afterwards, all
dividends will be paid in cash to you.
. If the plan administrator receives your request to withdraw from the
plan after the dividend record date, your dividends for that dividend
payment date will be reinvested and your request will be processed as
promptly as possible following the associated dividend payment date.
Afterwards, all dividends will be paid in cash to you.
21. If I withdraw from the plan, will any funds that I sent to the plan
administrator for optional cash investments be returned to me?
The plan administrator will refund funds you sent for optional cash
investments that have not been invested if the plan administrator receives your
written request for a refund or withdrawal from the plan at least two business
days before the applicable dividend payment date. Otherwise, your funds will be
invested in stock that the plan administrator will credit to your account
before issuing stock certificates to you.
22. How do I re-enroll in the plan?
Generally, you may elect to re-enroll in the plan at any time, simply by
following the same procedures used to enroll initially. However, we may reject
any Authorization Form from a previous participant on grounds of excessive
enrollment and termination of participation in the plan. We intend to minimize
unnecessary administrative expense and to encourage use of the plan as a long-
term shareholder investment service.
Purchasing Stock under the Plan
23. What will be the source of the common stock that I purchase through the
plan?
When reinvesting dividends and investing funds for optional cash
investments, the plan administrator will purchase stock either:
. directly from Washington Trust Bancorp;
. on the open market, through an independent purchasing agent;
. in privately negotiated transactions, through an independent purchasing
agent; or
. a combination of any of the above.
11
<PAGE>
When the plan administrator engages a purchasing agent to buy stock, those
purchases may be made in the open market or by negotiated transactions. Those
purchases may be subject to terms agreed to by the purchasing agent. Neither
Washington Trust Bancorp, The Washington Trust Company, nor any participant
will have any authorization or power to direct the time or price at which the
purchasing agent will purchase shares. However, the purchasing agent will use
its best efforts to purchase the shares at the lowest possible price.
In each quarter we will decide in which manner the plan administrator will
purchase stock. Neither we nor the plan administrator will be required to
provide any written notice to you as to the source of the common stock to be
purchased under the plan.
24. What will be the price of common stock that I purchase through the plan?
The price per share of common stock will be:
. for shares purchased directly from us, the average of the closing prices
for common stock as reported on the NASDAQ National Market for the ten
trading days immediately preceding the applicable dividend payment date.
However, if our common stock is not traded on more than four of those
days, the price per share will be calculated by averaging the closing
prices for our common stock as reported on the NASDAQ National Market
for all trading days on which our stock is traded during the twenty
trading day period immediately before the dividend payment date.
. for shares purchased on the open market or in privately negotiated
transactions, the price per share you pay will be the weighted average
of the actual prices the purchasing agent paid for all of the common
stock purchased by the plan administrator for that quarter.
25. What is the "dividend payment date" and the "dividend record date"?
The dividend payment date is the date declared by our Board of Directors for
the payment of quarterly dividends. The record date associated with a
particular dividend is referred to in the plan as a "dividend record date."
26. When will investments be made under the plan?
. If the shares that you buy are purchased directly from us, the plan
administrator will credit those shares to your plan account on the
related dividend payment date.
. If the plan administrator engages a purchasing agent to buy shares in
open market or privately negotiated transactions, the plan administrator
will credit the shares you buy to your plan account no later than ten
(10) trading days after the related dividend payment date.
27. How many shares of common stock will I be purchasing through the plan?
The number of shares of common stock that you purchase depends on several
factors including:
. the amount of the dividends that you reinvest;
. the amount of any optional cash investments you make; and
. the price you pay for the stock.
The plan administrator will credit your plan account with the number of
shares equal to the total amount invested divided by the applicable purchase
price. The only limit on the number of shares available for purchase directly
from us is the number of shares of common stock registered for issuance under
the plan.
12
<PAGE>
28. How will I be notified of my purchases of common stock?
The plan administrator will send you a quarterly account statement
reflecting the activity and balance in your plan account. Your account
statement will show the number of shares of common stock credited to your plan
account for that quarter and the purchase price of any shares of stock you
acquired that quarter. Your account statement also will provide the following
information:
. share transactions you made to date for the calendar year;
. the total number of shares of common stock held in your plan account as
of the dividend payment date; and
. the total number of shares that you own in your name that are enrolled
in the plan.
All pertinent information for each calendar year will be set forth on your
final quarterly account statement of that year, which you should retain for tax
purposes. You may incur a fee when requesting additional copies of your prior
account statements from the plan administrator.
Selling Shares of Stock Held in the Plan
29. When and how can I sell stock held in the plan?
To sell some or all of your stock, you must first request the plan
administrator to send you a certificate or certificates representing the
requested number of shares of common stock credited to your plan account. After
you receive the certificates, you may engage a broker to sell your shares for
you. The plan administrator will not issue certificates for your shares until
approximately three (3) business days after it receives your request. If the
plan administrator receives your request on or after a dividend record date and
before the related dividend payment date, it will not issue certificates until
approximately three (3) business days after the related dividend payment date.
You should mail written requests for certificates to:
The Washington Trust Company
Trust and Investment Department
Attn.: Stock Transfer Desk
P.O. Box 512
Westerly, RI 02891-0512
Our common stock prices may decline during the period between your request
for certificates, the plan administrator's receipt of your request, the time
the certificate is actually delivered to you, and the ultimate sale in the open
market. This is a risk that you bear.
30. What happens when I sell or transfer all of the whole shares of common
stock registered in my name?
If you dispose of some whole shares of common stock owned by you outside of
your plan account, the plan administrator, until it is otherwise instructed,
will continue to reinvest dividends on the common stock you hold in your name
and in your plan account. If you dispose of all whole shares of common stock
held in your plan account and you are no longer the record holder of any shares
of our stock, the plan administrator will mail you a cash adjustment
representing any fractional shares in your plan account and automatically
withdraw you from the plan.
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<PAGE>
Owning Stock in the Plan
31. Will I still receive Washington Trust Bancorp's Periodic Reports and Proxy
Statements?
Yes. If you participate in the plan, we will send you the same information
that we send to other shareholders, including annual and other periodic
reports, notices of shareholders' meetings, proxy statements, and income tax
information for reporting dividends paid. We will also send you copies of each
prospectus and any amendments or supplements to prospectuses describing the
plan.
32. How will I be credited with dividends on stock held in my plan account?
We pay dividends, when and as declared, to all holders of record of our
common stock. As the holder of record for participants, the plan administrator
will receive dividends for all stock credited to your plan account on the
dividend payment dates. The plan administrator will credit dividends to you on
the basis of full and fractional shares of common stock held in your plan
account and will reinvest dividends in additional shares of our common stock.
33. What happens if Washington Trust Bancorp declares a stock split?
The plan administrator will credit any shares resulting from a stock split,
on shares you hold in your plan account, to your plan account. We will handle
any shares resulting from a stock split, on stock held directly by you, in the
same manner as we would if you were not participating in the plan.
34. If Washington Trust Bancorp issues rights to purchase securities to the
holders of common stock, how will the rights on plan shares be handled?
In the event that we issue rights to purchase additional shares of common
stock or any other securities to holders of our common stock, the plan
administrator will hold those rights for your benefit. If you wish to receive
directly any rights, you may do so by sending to the plan administrator, at
least five business days before the rights offering record date, a written
request that certificates for shares in your plan account be sent to you.
35. How will the stock held in my plan account be voted at meetings of
shareholders?
If you own shares of stock registered in your name and return a properly
completed and signed proxy card, the plan administrator will vote any stock
held in your plan account in accordance with the instructions on your proxy
card.
If you return a properly signed proxy card but no instructions are set forth
thereon with respect to any item, all of your stock will be voted in the same
manner as for non-participating shareholders who return proxies and do not
provide instructions with respect to that item. If you do not return the proxy
card or you return but do not sign the proxy card, none of your stock will be
voted unless you vote in person.
36. Will stock certificates be issued for common stock purchased under the
plan?
Normally we will not issue certificates for common stock that you purchase
under the plan. The number of shares of common stock credited to your plan
account and held by the plan administrator will be shown on your account
statement. In addition to minimizing the costs of the plan, this additional
service protects against loss, theft, or destruction of stock certificates.
37. How do I obtain certificates for shares of common stock in my plan account?
You may at any time request that a certificate be issued for any whole
number of shares of common stock up to the number of full shares credited to
your plan account. Certificates for stock will generally not be issued
14
<PAGE>
until approximately three (3) business days after receipt of the request. If
the plan administrator receives your request on or after a dividend record date
and before the related dividend payment date, certificates will not be issued
until approximately three (3) business days after the related dividend payment
date. Your request must be in writing and you should mail it to:
The Washington Trust Company
Trust and Investment Department
Attn.: Stock Transfer Desk
P.O. Box 512
Westerly, RI 02891-0512
When you are issued a certificate, future dividends on the stock represented
by that certificate are treated according to your instructions indicated on the
Authorization Form. If certificates for less than all of the stock in your plan
account are issued, any remaining full shares and fractional shares of common
stock are reflected in your plan account. We will automatically withdraw you
from the plan if your plan account is reduced to less than one whole share as a
result of withdrawals and you are no longer the record owner of any shares of
our common stock.
Certificates for fractional shares of common stock will not be issued under
any circumstances.
38. In whose name will plan accounts be maintained and certificates be
registered when issued?
The plan administrator will maintain your account in your name as shown on
our records at the time you enter the plan. When issued, certificates for full
shares of common stock will be registered in your name as it appears on your
plan account.
You may request that the plan administrator issue certificates in names
other than the plan account name subject to compliance with any applicable laws
and the payment of any applicable taxes. Any request must be made in writing,
signed by the participant, and the participant's signature must be guaranteed
by a qualified medallion guarantee member.
39. Can I deposit certificates for shares of Washington Trust stock into my
plan account?
Yes. You may, but are not required to, deposit certificates representing
shares of Washington Trust Bancorp with the plan administrator. Upon receiving
your certificates, the plan administrator will record the number of shares you
deposited in book-entry form in your plan account. This eliminates the worry
about certificates being lost or stolen. Your account statement will identify
the number of shares of common stock which you hold directly in your name, the
number of shares you have deposited to your plan account and the number of
shares credited to your plan account. You may withdraw shares from your plan
account and have certificates issued for those shares at any time.
If you send certificates to the plan administrator use registered mail,
first class mail, or certified mail, return receipt requested, properly
insured, because you will bear the risk of replacement costs if the
certificates are lost in transit. You may mail certificates to the following
address:
The Washington Trust Company
Trust and Investment Department
Attn.: Stock Transfer Desk
P.O. Box 512
Westerly, RI 02891-0512
15
<PAGE>
40. Can I pledge shares in my plan account?
You may not pledge any shares of stock that you hold in your plan account.
Any pledge of shares in a plan account is null and void. If you wish to pledge
shares, you must first withdraw those shares from your plan account.
Important Tax Consequences
41. What are the federal income tax consequences of participation in the plan?
In general, if enrolled in the plan, as of the date of this prospectus, you
will have the same federal income tax obligations with respect to reinvested
dividends as you would with dividends not reinvested under the plan.
You will be treated for federal income tax purposes as having received, on
the dividend payment date, a distribution equal to the full amount of the cash
dividend payable on that date with respect to the common stock credited to your
account under the plan and all other common stock owned by you. This is
required even though you never actually receive the reinvested dividends but
your dividends are instead applied to the purchase of additional stock. In
addition, you will also be treated for federal income tax purposes as having
received a distribution in the amount of any brokerage commissions we pay to
acquire common stock for you under the plan. For federal income tax purposes,
your tax basis in common stock acquired through dividend reinvestment will
equal the amount of the dividend plus the proportional amount of brokerage
commissions we paid, if any, to acquire that stock.
Any distributions will be taxable as a dividend to the extent of our current
or accumulated earnings and profits. To the extent the distribution is in
excess of our current or accumulated earnings and profits, the distribution
will be treated first as a tax-free return of capital reducing the tax basis of
your shares, and the distribution in excess of your tax basis will be taxable
as gain realized from the sale of your shares.
If you make optional cash investments you will not recognize income for
federal income tax purposes by virtue of the purchase of common stock with the
optional cash purchase but you will be treated for federal income tax purposes
as having received a distribution in the amount of any brokerage commissions we
pay with respect to your purchase. The tax cost and basis of stock purchased
with optional cash investments is the fair market value per share of common
stock on the dividend payment date.
The holding period for stock purchased with dividends or optional cash
investments begins on the day after the applicable dividend payment date.
You will recognize gain or loss when a fractional share interest is
liquidated or when you sell or exchange common stock. The gain or loss will
equal the difference between the amount you receive for the fractional share or
the common stock and the tax basis for the fractional share or common stock.
Tax consequences will vary depending on your specific circumstances. You
should discuss specific tax questions regarding your participation in the
plan with your own tax advisor.
We urge you to save your account statements in order to calculate your tax
basis per share of common stock. The plan administrator will charge you a fee
for copies of past account statements.
42. What provision is made for shareholders subject to income tax withholding?
If you are a foreign shareholder whose dividends are subject to United
States income tax withholding, or a domestic shareholder whose dividends are
subject to backup withholding taxes, the plan administrator will reinvest an
amount equal to the dividend less the amount of any tax required to be
withheld. We will have amounts withheld from dividends paid to the United
States Treasury, and the respective participants will be advised of the amounts
withheld.
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<PAGE>
Other Important Provisions
43. May the plan be changed or discontinued?
While we currently intend to continue the plan indefinitely, we may amend,
suspend, modify or terminate the plan at any time. We will send you notice of
any amendment, suspension, modification or termination. The plan administrator
may resign at any time upon reasonable notice to Washington Trust Bancorp in
writing. We may elect and appoint a new plan administrator to administer the
plan at any time.
44. What are the responsibilities of Washington Trust Bancorp and the plan
administrator under the plan?
Washington Trust Bancorp and the plan administrator will not be liable for
any act done in good faith or for any omission to act, in good faith,
including, without limitation, any claim of liability arising out of failure to
terminate a participant's plan account upon the participant's death prior to
receipt of notice in writing of such death.
You should recognize that neither Washington Trust Bancorp nor the plan
administrator can assure you of a profit or protect you against a loss on the
stock purchased or sold by you under the plan.
45. Who interprets and regulates the plan?
Any questions of interpretation arising under the plan will be determined by
Washington Trust Bancorp and any determination will be final. We may adopt
rules and regulations to facilitate the administration of the plan. The terms
and conditions of the plan and its operation will be governed by the laws of
the State of Rhode Island.
17
<PAGE>
Use of Proceeds
We will use the net proceeds from the sale of common stock purchased through
the plan directly from us for general corporate purposes. We have no basis for
estimating either the number of shares of common stock that ultimately will be
sold by us under the plan or the prices at which we will sell shares. We will
not receive any proceeds from the purchase of common stock by the plan
administrator or purchasing agent in the open market or in privately negotiated
transactions with third parties.
Indemnification of Directors and Officers
Our bylaws provide that we must indemnify and hold harmless each person who
is made party to or is threatened to be made a party to or is involved in any
action or proceeding by reason of the fact that he/she is or was a director,
officer, employee or agent of the corporation, to the fullest extent permitted
by the Rhode Island General Laws against all expenses, liability and loss the
person actually incurs in connection with the proceeding. However, we will
provide this indemnification in connection with a proceeding, or part of a
proceeding, initiated by the person being indemnified only if the proceeding,
or part of the proceeding, was authorized by our board of directors. The Rhode
Island Business Corporation Act permits and our bylaws provide that the right
to indemnification will include the right to be paid by us for expenses the
indemnified person incurs in defending the proceeding in advance of its final
disposition; provided, that the indemnified party deliver to us a written
affirmation of a good faith belief that he/she has met the applicable standards
of conduct and that he/she undertakes to repay all amounts advanced if it is
ultimately determined that he/she is not entitled to be indemnified under our
charter or otherwise.
Experts
The consolidated financial statements of Washington Trust Bancorp, Inc. as
of December 31, 1998 and 1997 and for each of the years in the three-year
period ended December 31, 1998 have been incorporated by reference in this
prospectus, and the registration of which this prospectus is a part, in
reliance upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference in this prospectus and registration statement and
upon the authority of that firm as experts in accounting and auditing.
Legal Matters
Certain legal matters, including the validity of the shares of Washington
Trust Bancorp, Inc. common stock offered through the plan, will be passed upon
for us by Goodwin, Procter & Hoar LLP.
18
<PAGE>
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You should rely only on the information incorporated by reference or provided
in this prospectus. We have not authorized anyone to provide you with differ-
ent information. We are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information
in this prospectus or the documents incorporated by reference is accurate as
of any date other than the date on the front of this prospectus or those docu-
ments.
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Summary Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Summary.................................................................... 1
About Washington Trust Bancorp, Inc....................................... 1
About the Plan............................................................ 1
Risk Factors............................................................... 4
Where You Can Find More Information........................................ 5
Terms and Conditions of the Dividend
Reinvestment and Stock Purchase Plan...................................... 6
General Information....................................................... 6
Your Choices under the Plan............................................... 8
Participating in the Plan................................................. 10
Purchasing Stock under the Plan........................................... 11
Selling Shares of Stock Held in the Plan.................................. 13
Owning Stock in the Plan.................................................. 14
Important Tax Consequences................................................ 16
Other Important Provisions................................................ 17
Use of Proceeds............................................................ 18
Indemnification of Directors and Officers.................................. 18
Experts.................................................................... 18
Legal Matters.............................................................. 18
</TABLE>
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290,063
Shares
[LOGO]
Washington Trust Bancorp, Inc.
Common Stock
-----------------
PROSPECTUS
-----------------
September 3, 1999
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<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses expected to be incurred in connection with the issuance and
distribution of the securities being registered are set forth below (all
amounts except the registration fee are estimated):
<TABLE>
<S> <C>
Registration fee.................................................... $
Accountants' fees and expenses...................................... $ 5,000
Legal fees and expenses............................................. $15,000
Printing fees....................................................... $ 5,000
Miscellaneous....................................................... $ 5,000
Total................................................................ $30,000
</TABLE>
All expenses in connection with the issuance and distribution of the
securities being offered shall be borne by Washington Trust Bancorp, Inc. (the
"Corporation").
Item 15. Indemnification of Directors and Officers.
The Rhode Island Business Corporation Act ("RIBCA") generally permits a
corporation to indemnify a director or officer for expenses incurred by them by
reason of their position with the corporation, if the person has acted in good
faith and with the reasonable belief (i) in the case of conduct in his or her
official capacity that his or her conduct was in the best interests of the
corporation and, (ii) in all other cases, that his or her conduct was at least
not opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, he or she had no reasonable cause to believe his
or her conduct was unlawful. Unless limited by the corporation's charter, the
RIBCA also permits indemnification if a court of appropriate jurisdiction, upon
application of a director or officer and such notice as the court shall
require, determines that the individual is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not he or
she has met the standard of conduct referred to above. However, the RIBCA does
not permit a corporation to indemnify persons (1) in actions brought by or in
the right of the corporation if the person is adjudged to be liable to the
corporation, or (2) in actions in which the director is adjudged to be liable
on the basis that personal benefit was improperly received by him or her,
although, in both cases, it does permit indemnification, but only of expenses,
if, and only to the extent, approved by a court of appropriate jurisdiction.
The RIBCA permits the right to indemnification to include the right to be paid
by the corporation for expenses the indemnified person incurs in defending the
proceeding in advance of its final disposition; provided, that the indemnified
party deliver to the corporation a written affirmation of a good faith belief
that he/she has met the applicable standards of conduct and that he/she
undertakes to repay all amounts advanced if it is ultimately determined that
he/she is not entitled to be indemnified under the charter or otherwise.
However, under the RIBCA, except where indemnification is ordered by a court of
appropriate jurisdiction upon application of any director, officer, employee or
agent, no indemnification will be made unless authorized in the specific case
after a determination has been made, by the board of directors, special legal
counsel or the shareholders, that indemnification is permissible in the
circumstances because the director, officer, employee or agent has met the
standard of conduct for indemnification described above.
The RIBCA permits the charter of a corporation to provide that no director
will be personally liable to the corporation or its shareholders for monetary
damages for breach of the director's duty as a director except for:
. any breach of the director's duty of loyalty to the corporation or its
shareholder;
. acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
II-1
<PAGE>
. liability imposed for voting for or assenting to an unlawful
distribution pursuant to the provisions of RIBCA Section 7-1.1-43;
. any transaction from which the director derived an improper personal
benefit unless such transaction is permitted under RIBCA Section 7-1.1-
37.1;
The Washington Trust Bancorp charter provides that no director of
Washington Trust Bancorp shall be liable to Washington Trust Bancorp or to its
shareholders for monetary damages for breach of the director's duty as a
director. However, this provision of the charter does not eliminate or limit
the liability of a director for any of the above listed exceptions under the
RIBCA. Furthermore, the Washington Trust Bancorp charter provides that if the
Rhode Island General Laws are amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of each director of Washington Trust Bancorp shall be eliminated or
limited to the extent permitted by the Rhode Island General Laws, as so
amended.
The Washington Trust Bancorp bylaws provide that the Corporation shall
indemnify and hold harmless each person who is made party to or is threatened
to be made a party to or is involved in any action or proceeding by reason of
the fact that he/she is or was a director, officer, employee or agent of the
corporation to the fullest extent permitted by Rhode Island General Laws
against all expenses, liability and loss the person actually incurs in
connection with the proceeding. However, the Corporation will provide this
indemnification in connection with a proceeding, or part of a proceeding,
initiated by the person being indemnified only if the proceeding, or part of
the proceeding, was authorized by the board of directors. As permitted by the
RIBCA, Washington Trust Bancorp maintains directors and officers liability
insurance in amounts and on terms which the Washington Trust Bancorp Board
deems reasonable. In the ordinary course of business, the Washington Trust
Board regularly reviews the scope and adequacy of such insurance coverage.
Item 16. Exhibits.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities and interests being registered.
15.1 Unaudited Interim Financial Information.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibits 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (included on the signature page of this Registration
Statement).
Item 17. Undertakings.
(a) The Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are being made
pursuant to this registration statement, a post-effective amendment
to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii)To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
II-2
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, 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 bona fide 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 Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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
bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Washington Trust
Bancorp, Inc. certifies that it has duly caused this registration statement
(the "Registration Statement") to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Westerly, Rhode Island, on this 31st
day of August, 1999.
Washington Trust Bancorp, Inc.
/s/ John C. Warren
By: _________________________________
John C. Warren
Chairman and Chief Executive
Officer
KNOW ALL BY THESE PRESENTS, that each individual whose signature appears
below hereby severally constitutes and appoints John C. Warren and David V.
Devault, and each of them singly, such person's true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all capacities,
to sign this Registration Statement and any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact
and agent 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 such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or any
substitute or substitutes of any of them may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities and Exchange Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
/s/ John C. Warren Chairman, Chief August 31, 1999
- ------------------------------------- Executive Officer
John C. Warren and Director
(Principal Executive
Officer)
/s/ Alcino G. Almeida Director August 31, 1999
- -------------------------------------
Alcino G. Almeida
/s/ Gary P. Bennett Director August 31, 1999
- -------------------------------------
Gary P. Bennett
/s/ Steven J. Crandall Director August 31, 1999
- -------------------------------------
Steven J. Crandall
/s/ Richard A. Grills Director August 31, 1999
- -------------------------------------
Richard A. Grills
/s/ Larry J. Hirsch Director August 31, 1999
- -------------------------------------
Larry J. Hirsch
/s/ Katherine W. Hoxsie Director August 31, 1999
- -------------------------------------
Katherine W. Hoxsie
II-4
<PAGE>
Signature Capacity Date
Director
- -------------------------------------
Mary E. Kennard
/s/ Joseph J. Kirby Director August 31, 1999
- -------------------------------------
Joseph J. Kirby
/s/ James W. McCormick Director August 31, 1999
- -------------------------------------
James W. McCormick
Director
- -------------------------------------
Brendan P. O'Donnell
/s/ Victor J. Orsinger II Director August 31, 1999
- -------------------------------------
Victor J. Orsinger II
/s/ Anthony J. Rose, Jr. Director August 31, 1999
- -------------------------------------
Anthony J. Rose, Jr.
/s/ James P. Sullivan Director August 31, 1999
- -------------------------------------
James P. Sullivan
/s/ Neil H. Thorp Director August 31, 1999
- -------------------------------------
Neil H. Thorp
/s/ David V. Devault Executive Vice August 31, 1999
- ------------------------------------- President, Treasurer
David V. Devault and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities and interests being registered.
15.1 Unaudited Interim Financial Information.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibits 5.1).
23.2 Consent of KPMG LLP.
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
<PAGE>
Exhibit 5.1
September 3, 1999
Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, Rhode Island 02891
Re: Amended Registration Statement on Form S-3
Ladies and Gentlemen:
In accordance with Item 601(b)(5) of Regulation S-K, we are furnishing this
opinion to you in our capacity as special counsel to Washington Trust Bancorp,
Inc. (the "Bancorp") in connection with the preparation of an amendment to the
Registration Statement No. 33-28065 on Form S-3, (the "Registration
Statement"), to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and relating to the registration of 290,063
of shares of the Bancorp's common stock, par value $0.0625 per share (the
"Registered Shares"). The Registered Shares will be offered and sold under the
Bancorp's Dividend Reinvestment and Stock Purchase Plan (the "Plan").
In connection with the opinions expressed below, we have been furnished with
and have examined originals, or copies certified or otherwise identified to our
satisfaction, of the (i) the Plan, as amended and restated; (ii) the Bancorp's
Amended and Restated Articles of Incorporation; and (iii) the Bancorp's Amended
and Restated By-Laws, each as presently in effect, and such records,
certificates and other documents of the Bancorp as we have deemed necessary or
appropriate for the purpose of this opinion.
For purposes of our examination, we have assumed and have not independently
verified the legal capacity of all natural persons, the genuineness of all
signatures, the conformity to originals of all documents submitted to us as
certified or photostatic copies and the authenticity of all documents submitted
to us as originals or used as a basis for certified or photostatic copies. In
examining documents executed by persons or entities other than the Bancorp, we
have assumed that each such other person or entity had the power or legal
capacity to enter into and perform all its obligations thereunder and that all
such documents have been duly authorized, executed and delivered by each such
person or entity and constitute valid and binding obligations of such person or
entity, enforceable against them in accordance with their terms, and we have
made no attempt to consider the effect of any federal or state law or
regulation upon any such other person or entity.
Members of our firm are admitted to the Bar of the Commonwealth of
Massachusetts and certain other jurisdictions; however, we express no opinion
as to the laws of any other jurisdiction other than the federal laws of the
United States of America and the Commonwealth of Massachusetts. We note that
the Bancorp is organized under the laws of the State of Rhode Island.
Accordingly, we have assumed that the law of that state is identical to the law
of the Commonwealth of Massachusetts in all relevant respects and the opinions
expressed below are subject to such assumption.
Based on the foregoing, we are of the opinion that the Registered Shares are
duly authorized and, when issued in accordance with the provisions of the Plan,
the Registered Shares will be validly and legally issued, fully paid and non-
assessable by the Bancorp under the applicable laws of the State of Rhode
Island.
<PAGE>
The opinions expressed herein are being furnished to you solely for your
benefit in connection with the Registration Statement, and may not be used or
relied upon by you for any other purpose, nor may this opinion be quoted from,
circulated, relied upon or otherwise referred to, by any other person or entity
without our prior written consent. This opinion is given as of the date first
set forth above, and we assume no obligation to update this opinion. We hereby
consent to the inclusion of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER AND HOAR LLP
<PAGE>
Exhibit 15.1
Washington Trust Bancorp, Inc. Westerly, Rhode Island
Ladies and Gentlemen:
Re: S-3 Registration Statement
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our reports dated April 15, 1999 and July 15,
1999 related to our reviews of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered part of the registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
Very truly yours,
KPMG LLP
Providence, Rhode Island September 3, 1999
<PAGE>
Exhibit 23.2
The Board of Directors Washington Trust Bancorp, Inc.:
Independent Accountants' Consent
We consent to the use of our report incorporated herein by reference and to
the references to our firm under the heading "Experts" in the Registration
Statement.
KPMG LLP
Providence, Rhode Island
September 3, 1999
