As filed with the Securities and Exchange Commission on December 6, 2000
Registration Statement No. 333-42502
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
Pre-Effective Amendment No.
to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------
WASHINGTON TRUST BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Rhode Island 05-0404671
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
23 Broad Street
Westerly, Rhode Island 02891
(401) 348-1200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Office)
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
Approximate date of commencement of proposed sale to
public: From time to time after this Registration
Statement becomes effective.
-----------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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. [X]
If this form is used 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. [ ]
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
The information in this prospectus is not complete and may be changed.
The selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer and sale is not
permitted.
SUBJECT TO COMPLETION, dated December 6 , 2000
PROSPECTUS
1,010,808 Shares
WASHINGTON TRUST BANCORP, INC.
Common Stock
------------------
Marie L. Langlois and Gerald J. Fogarty, Jr. may use this prospectus
to sell up to 1,010,808 shares of the common stock of Washington Trust Bancorp,
Inc. Ms. Langlois or Mr. Fogarty may offer or sell all or any part of these
shares in one or more transactions. Washington Trust will not receive any cash
proceeds from the sale of the shares of common stock offered by this prospectus.
Our common stock is listed on the Nasdaq National Market under the
symbol "WASH." On December 5, 2000, the reported closing price for our common
stock was $13.813 per share.
________________
Investing in the common stock involves risks, some of which we have
described under "Risk Factors" beginning on page 3.
----------------
The shares of our common stock are not savings accounts, deposits or
other obligations of a bank or savings association and are not insured by the
FDIC or any other governmental agency.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is December __, 2000.
<PAGE>
TABLE OF CONTENTS
Page
Risk Factors 3
Forward-Looking Statements 4
The Company 4
Registration Rights of the Selling Stockholders 6
The Selling Stockholders 7
Plan of Distribution 7
Use of Proceeds 10
Legal Matters 10
Experts 10
Where You May Find More Information 11
You should rely only on information contained in this prospectus, any supplement
to this prospectus or incorporated by reference. We have not authorized anyone
to provide you with different or additional information. You should not assume
that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of those documents. The selling
stockholders are not making an offer of the common stock in any state where the
offer is not permitted.
<PAGE>
Risk Factors
In addition to the other information contained or incorporated by
reference in this prospectus, you should consider the following factors
carefully in evaluating an investment in our common stock.
Rising Interest Rates May Reduce Our Profitability
Increases in market interest rates may adversely affect both our
profitability and our financial condition. As a result of the Federal Reserve's
efforts to control inflation, interest rates have increased by over 100 basis
points during the last six months of 1999 and the first six months of 2000. In
general, rising interest rates reduce our net interest income on these loans
because our profitability depends in part on the difference between the interest
rates we earn on loans and other investments and the interest rates we pay on
deposits and other interest-bearing liabilities.
Our Allowance for Loan Losses May Not Be Adequate to Cover Actual Loan Losses
We make various assumptions and judgments about the collectibility of
our loan portfolio and provide an allowance for potential losses based on a
number of factors. If our assumptions are wrong, our allowance for loan losses
may not be sufficient to cover our losses, which would have an adverse effect on
our operating results, and may also cause us to increase the allowance in the
future. Further, our net income would decrease if we had to add additional
amounts to our allowance for loan losses. In addition to general real estate and
economic factors, the following factors could affect our ability to collect our
loans and require us to increase the allowance in the future:
o Regional credit concentration - We are exposed to real estate and
economic factors in Rhode Island and southeastern Connecticut
because virtually all of our loan portfolio is concentrated among
borrowers in these markets. Further, because a substantial portion
of our loan portfolio is secured by real estate in this area,
including most consumer loans and those commercial loans not
specifically classified as commercial mortgages, the value of our
collateral is also subject to regional real estate market
conditions.
o Industry concentration - A portion of our loan portfolio consists of
loans to the hospitality and tourism industry. Loans to companies in
this industry may have a somewhat higher risk of loss than some
other industries because these businesses are seasonal, with a
substantial portion of commerce concentrated in the summer season.
Accordingly, the ability of borrowers to meet their repayment terms
is more dependent on economic, climate and other conditions and may
be subject to a higher degree of volatility from year to year.
We May Not Be Able to Compete Effectively Against Larger Financial
Institutions in Our Increasingly Competitive Industry
The financial services industry in our market has experienced both
significant concentration and deregulation. This means that we compete with
larger financial institutions, both from banks and from other financial
institutions,
<PAGE>
for loans and deposits as well as other sources of funding in the communities
we serve, and we will likely face ever greater competition in the future as
a result of recent federal legislative changes. Many of our competitors
have significantly greater resources and lending limits than we have. As a
result of those greater resources, the large financial institutions that we
compete with may be able to provide a broader range of services to their
customers and may be able to afford newer and more sophisticated technology. Our
long-term success depends on the ability of the Bank to compete successfully
with other financial institutions in their service areas.
In addition, as we strive to compete with other financial institutions,
we may expand into new areas, and there is no assurance that we will be
successful in these efforts. An example of our expansion is the Phoenix
acquisition. Although we believe that the business and management of Phoenix
represent a significant expansion of our business in the investment management
area, there is no assurance that our expansion into this area will be
successful.
Limited Trading Activity in Our Common Stock Could Cause the Price of Our Shares
to Decline
While our common stock is listed and traded on the Nasdaq National
Market, there has only been limited trading activity in our common stock. The
average daily trading volume of our common stock over the twelve-month period
ended October 31, 2000 was approximately 8,461 shares. Accordingly, sales of a
significant number of shares of common stock may adversely affect the market
price of our common stock.
Forward-Looking Statements
This prospectus includes both historical and forward-looking statements.
These forward-looking statements are not facts; rather, they are intentions and
expectations relating to our plans, strategies and prospects. The
forward-looking statements in this prospectus can generally be identified by our
use of words such as "plan," "intend," "believe," "expect," and other words of
similar import. Although we believe that our plans, intentions and expectations
reflected in or suggested by the forward-looking statements are reasonable, we
cannot assure you that we will achieve the plans, intentions or expectations. We
urge you to consider carefully the important factors that could cause actual
results to differ materially from the forward-looking statements. Some of these
factors are described in the section entitled "Risk Factors" section and
elsewhere in this prospectus.
The Company
Washington Trust Bancorp, Inc.
Washington Trust Bancorp, Inc. is a publicly-owned, registered bank
holding company whose subsidiaries are permitted to engage in banking and other
financial services and businesses. Washington Trust Bancorp conducts its
business through its principal banking subsidiary, The Washington Trust Company,
a Rhode Island-chartered commercial bank. The deposits of The Washington Trust
Company are insured by the Federal Deposit Insurance Corporation, subject to
regulatory limits. Our principal executive offices are located at 23 Broad
Street, Westerly, Rhode Island 02891 and our telephone number is (401) 348-1200.
<PAGE>
Washington Trust Bancorp, Inc. was formed in 1984 under the laws of
Rhode Island as part of a plan of reorganization in which outstanding common
shares of The Washington Trust Company were exchanged for common shares of
Washington Trust Bancorp, Inc. As of September 30, 2000, we had total
consolidated assets of approximately $1.20 billion, deposits of approximately
$735 million and shareholders' equity capital of approximately $84.2 million.
On June 26, 2000, we acquired Phoenix Investment Management Company, an
investment advisor registered under the Investment Advisors Act of 1940.
Pursuant to the merger agreement, we issued the 1,010,808 shares of common stock
offered by this prospectus to Ms. Langlois and Mr. Fogarty, the selling
stockholders, in exchange for all of the stock of Phoenix. As a result of a
merger with another subsidiary of Washington Trust Bancorp, Phoenix became a
wholly-owned subsidiary. We then caused Phoenix to liquidate, and its assets and
liabilities were transferred to The Washington Trust Company, which currently
operates this business as a division of The Washington Trust Company. The
acquisition of Phoenix was a tax-free reorganization accounted for as a pooling
of interests. On the acquisition date, Phoenix had assets of approximately
$560,000 and shareholders' equity of approximately $560,000. Phoenix was a cash
basis S-Corporation for tax purposes. All of its liabilities were paid prior to
the acquisition closing for tax management purposes. As of the acquisition date,
the assets of Phoenix consisted primarily of uncollected fee revenue.
The Washington Trust Company
The Washington Trust Company was originally chartered in 1800 as the
Washington Bank and is the oldest banking institution headquartered in its
market area. Its current corporate charter dates to 1902.
The bank provides a broad range of financial services, including:
Residential mortgages Commercial and consumer demand deposits
Commercial loans Savings, NOW and money market deposits
Construction loans Certificates of deposit
Consumer installment loans Retirement accounts
Home equity lines of credit Cash management services
VISA and Mastercard accounts Safe deposit boxes
Merchant credit card services Trust and investment management services
Automated teller machines (ATMs) Telephone banking services
ATMs are located throughout the bank's market area. The bank is a member
of various ATM networks.
Data processing for most of the bank's deposit and loan accounts and
other applications is conducted internally using owned equipment. Application
software is primarily obtained through purchase or licensing agreements.
The bank provides fiduciary services as trustee under wills and trust
agreements, as executor or administrator of estates, as a provider of agency and
custodial investment services to individuals and institutions, and as a trustee
for employee benefit plans. As of June 30, 2000, the
<PAGE>
market value of total trust assets was approximately $1.014 billion. As of
June 26, 2000, Phoenix had assets under management of approximately $750
million.
The bank's primary source of income is net interest income, the
difference between interest earned on interest-earning assets and interest paid
on interest-bearing deposits and other borrowed funds. Sources of noninterest
income include fees for management of customer investment portfolios, trusts and
estates, service charges on deposit accounts, gains on sales of loans, merchant
processing fees and other banking-related fees. Noninterest expenses include the
provision for loan losses, salaries and employee benefits, occupancy, equipment,
office supplies, merchant processing, advertising and promotion and other
administrative expenses.
The bank offers a wide range of banking products and services, including
the acceptance of demand, savings, and time deposits. As of September 30, 2000,
total interest-bearing deposits and noninterest-bearing demand deposits amounted
to approximately $611 million and $124 million, respectively.
Commercial loans, including those secured by commercial real estate, and
others made to a variety of individuals and businesses, including retail
concerns, sole proprietorships, small businesses and larger corporations,
totaled approximately 39.7% of the bank's total loans outstanding at September
30, 2000. Residential real estate loans, primarily consisting of loans secured
by one to four family residential mortgages and including homeowner
construction, comprised approximately 42.7% of total loans outstanding at
September 30, 2000. Consumer loans outstanding at September 30, 2000, including
home equity loans and lines of credit, auto loans, installment loans and
revolving lines of credit, comprised approximately 17.6% of total loans.
The bank's lending activities are conducted primarily in southern Rhode
Island and southeastern Connecticut. The bank provides a variety of commercial
and retail lending products. The bank generally underwrites its residential
mortgages based upon secondary market standards. Loans are originated both for
sale in the secondary market as well as for portfolio. Most secondary market
loans are sold with servicing retained.
Washington Trust Bancorp, Inc. and The Washington Trust Company operate
in a highly regulated industry. Accordingly, Washington Trust and the bank are
subject to the supervision, examination and reporting requirements of various
federal and state regulatory authorities.
Registration Rights of the Selling Stockholders
We are registering the shares to be sold in this offering to fulfill our
obligations under the terms of the merger agreement. Under the merger agreement,
we must, among other things, use our commercially reasonable efforts to cause
the registration statement to become effective as soon as possible. We also must
keep the registration statement continuously effective until the earlier of
o the date on which the selling stockholders no longer hold any shares of
common stock covered by this prospectus, or
<PAGE>
o one year after the date on which shares of our common stock were issued
to the selling stockholders.
We have agreed to bear all expenses of registering the sale of the
shares of common stock received by the selling stockholders in the acquisition
of Phoenix other than underwriting discounts and commissions, stock transfer
taxes or fees and expenses of legal, tax and other counsel or advisors to the
stockholders.
The Selling Stockholders
All of the shares of common stock offered by this prospectus were issued
to Ms. Langlois and Mr. Fogarty, who were the two stockholders of Phoenix, in
exchange for all of the outstanding capital stock of Phoenix in a transaction
exempt under Regulation D from the registration requirements of the Securities
Act of 1933. The offer and sale of the common stock offered in this prospectus
is being registered pursuant to the registration rights granted to Ms. Langlois
and Mr. Fogarty in connection with our acquisition of Phoenix. Ms. Langlois and
Mr. Fogarty are officers of the division of The Washington Trust Company that
operates the investment management business formerly operated by Phoenix.
The following table sets forth names of the selling stockholders, the
number of shares of common stock beneficially owned by each selling stockholder
as of December 5, 2000, and the maximum number of shares of common stock that
may be offered from time to time under this prospectus by each of them. Because
each selling stockholder may sell or otherwise transfer less than all their
shares of common stock pursuant to this prospectus, we cannot estimate the
number of shares of common stock that will be held by such selling shareholder
after this offering.
Common Stock
Beneficially
Owned as of Common Stock
Name December 5, 2000 Offered by this Prospectus
Marie L. Langlois 505,404 505,404
Gerald J. Fogarty, Jr. 505,404 505,404
Plan of Distribution
Ms. Langlois and Mr. Fogarty may offer and sell the shares of common
stock offered by this prospectus from time to time on any stock exchange or
automated interdealer quotation system on which the common stock is listed, in
the over-the-counter market, in privately negotiated transactions or otherwise,
at fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to prevailing market prices or at prices otherwise
negotiated. In addition to Ms. Langlois and Mr. Fogarty, this prospectus may be
used by their pledgees, donees, transferees, or any of their successors in
interest to offer and sell shares
<PAGE>
received from Ms. Langlois or Mr. Fogarty as a gift or other non-sale-related
transfer after the date of this prospectus (all of whom may also be selling
stockholders under this prospectus). The selling stockholders may sell the
common stock by one or more of the following methods described in this
prospectus, which may include without limitation the following:
o block trades in which the broker or dealer so engaged will attempt
to sell the common stock as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
o purchases by a broker or dealer as principal and resale by the broker
or dealer for its own account pursuant to this prospectus;
o an exchange distribution in accordance with the rules of any stock
exchange on which the common stock is listed;
o ordinary brokerage transactions and transactions in which the broker
solicits purchases;
o privately negotiated transactions;
o short sales;
o through the writing of options on the common stock, whether or the
options are listed on an options exchange;
o one or more underwritten offerings on a firm commitment or best efforts
basis; and
o any combination of any of these methods of sale.
The selling stockholders may also transfer the common stock by gift. We
do not know of any arrangements by the selling stockholders for the sale of any
of the common stock.
The selling stockholders may engage brokers and dealers, and any
brokers or dealers may arrange for other brokers or dealers to participate in
effecting sales of the common stock. These brokers, dealers or underwriters may
act as principals, or as an agent of a selling stockholder. Broker-dealers may
agree with a selling stockholder to sell a specified number of shares of the
common stock at a stipulated price per security. If the broker-dealer is unable
to sell the shares of common stock acting as agent for a selling stockholder, it
may purchase as principal any unsold common stock at the stipulated price.
Broker-dealers who acquire shares of common stock as principals may thereafter
resell the common stock from time to time in transactions in any stock exchange
or automated interdealer quotation system on which the common stock is then
listed, at prices and on terms then prevailing at the time of sale, at prices
related to the then-current market price or in negotiated transactions.
Broker-dealers may use block transactions and sales to and through
broker-dealers, including transactions of the nature described above. The
selling stockholders may also sell the common stock in accordance with Rule 144
under the Securities Act of 1933 rather than pursuant to this prospectus,
regardless of whether the common stock is covered by this prospectus.
<PAGE>
From time to time, one or more of the selling stockholders may pledge,
hypothecate or grant a security interest in some or all of the shares of common
stock owned by them. The pledgees, secured parties or persons to whom the common
stock have been hypothecated will, upon foreclosure in the event of default, be
deemed to be selling stockholders. The number of a selling stockholder's shares
of common stock offered under this prospectus will decrease as and when it takes
such actions. The plan of distribution for that selling stockholder's common
stock will otherwise remain unchanged. In addition, a selling stockholder may,
from time to time, sell shares of the common stock short, and, in those
instances, this prospectus may be delivered in connection with the short sales
and the common stock offered under this prospectus may be used to cover short
sales.
To the extent required under the Securities Act of 1933, the aggregate
number of a selling stockholders' shares of common stock being offered and the
terms of the offering, the names of any agents, brokers, dealers or underwriters
and any applicable commission with respect to a particular offer will be set
forth in an accompanying prospectus supplement. Any underwriters, dealers,
brokers or agents participating in the distribution of the common stock may
receive compensation in the form of underwriting discounts, concessions,
commissions or fees from a selling stockholder and/or purchasers of a selling
stockholders' common stock for whom they may act (which compensation as to a
particular broker-dealer might be in excess of customary commissions).
The selling stockholders and any underwriters, brokers, dealers or
agents that participate in the distribution of the common stock may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, and any
discounts, concessions, commissions or fees received by them and any profit on
the resale of the common stock sold by them may be deemed to be underwriting
discounts and commissions.
A selling stockholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the common
stock in the course of hedging the positions they assume with that selling
stockholder, including, without limitation, in connection with distributions of
the common stock by those broker-dealers. A selling stockholder may enter into
option or other transactions with broker-dealers that involve the delivery of
the shares of common stock offered by this prospectus to the broker-dealers, who
may then resell or otherwise transfer those shares of common stock. A selling
stockholder may also loan or pledge the common stock offered by this prospectus
to a broker-dealer and the broker-dealer may sell the common stock offered by
this prospectus so loaned or upon a default may sell or otherwise transfer the
pledged common stock offered by this prospectus.
The selling stockholders and other persons participating in the sale or
distribution of the common stock will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations thereunder,
including Regulation M. This regulation may limit the timing of purchases and
sales of any of the shares of common stock by the selling stockholders and any
other person. The anti-manipulation rules under the Securities Exchange Act of
1934 may apply to sales of common stock in the market and to the activities of
the selling stockholders and their affiliates. Furthermore, Regulation M may
restrict the ability of any person engaged in the distribution of the common
stock to engage in market-making activities with respect to the particular
shares of common stock being distributed for a period of up to five business
days
<PAGE>
before the distribution. These restrictions may affect the marketability of
the common stock and the ability of any person or entity to engage in
market-making activities with respect to the common stock.
We have agreed to indemnify in certain circumstances the selling
stockholders and any brokers, dealers and agents who may be deemed to be
underwriters, if any, of the shares of common stock covered by the registration
statement, against certain liabilities, including liabilities under the
Securities Act of 1933. The selling stockholders have agreed to indemnify us in
certain circumstances against certain liabilities, including liabilities under
the Securities Act of 1933.
The shares of common stock offered by this prospectus were originally
issued to the selling stockholders pursuant to an exemption from the
registration requirements of the Securities Act of 1933. We agreed to register
the common stock under the Securities Act of 1933, and to keep the registration
statement of which this prospectus is a part effective until the earlier of the
date on which the selling stockholders have sold all of these shares of common
stock or one year after the effective date of the registration statement. We
have agreed to pay all expenses in connection with this offering, but not
including underwriting discounts, concessions, commissions or fees of the
selling stockholders or any fees and expenses of counsel or other advisors to
the selling stockholders.
We will not receive any proceeds from sales of any shares of common
stock by the selling stockholders.
We can not assure you that the selling stockholders will sell all or
any portion of the shares of common stock offered by this prospectus.
Use of Proceeds
We will not receive any of the proceeds of the sale of the shares of
common stock offered by this prospectus, but we have agreed to pay certain fees
and expenses associated with registering the shares of common stock.
Legal Matters
The legality of the common stock offered by this prospectus will be
passed upon for us by Goodwin, Procter & Hoar LLP, Boston, Massachusetts.
Experts
The consolidated financial statements of Washington Trust Bancorp, Inc.
as of December 31, 1999 and December 31, 1998 and for each of the years in the
three-year period ended December 31, 1999, have been incorporated by reference
in this prospectus and the registration statement of which this prospectus is a
part, in reliance upon the report of KPMG LLP, independent certified public
accountants, given on the authority of that firm as experts in accounting and
auditing.
<PAGE>
Where You May Find Additional Information
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 under the Securities Act of 1933 with respect to the
shares of common stock offered under this prospectus. This prospectus is part of
the registration statement. This prospectus does not contain all of the
information contained in the registration statement because we have omitted
parts of the registration statement in accordance with the rules and regulations
of the Securities and Exchange Commission. For further information, we refer you
to the registration statement, which you may read and copy at the public
reference facilities maintained by the Securities and Exchange Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and
at the Securities and Exchange Commission's Regional Offices at 7 World Trade
Center, 13th Floor, New York, New York 10048, and Citicorp Center, 500 W.
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You may also obtain
copies at the prescribed rates from the Public Reference Section of the
Securities and Exchange Commission at its principal office in Washington, D.C.
You may call the Securities and Exchange Commission at 1-800-SEC-0330 for
further information about the public reference rooms. The Securities and
Exchange Commission maintains a web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission, including Washington
Trust. You may access the Securities and Exchange Commission's web site at
http://www.sec.gov.
We are subject to the informational requirements of the Securities
Exchange Act of 1934, and we are required to file reports, proxy statements and
other information with the Securities and Exchange Commission. Such reports,
proxy statements and other information can be inspected and copied at the
locations described above. Our Securities and Exchange Commission file number is
000-25323. Copies of these materials can be obtained by mail from the Public
Reference Section of the Securities and Exchange Commission at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
Our common stock is listed on the Nasdaq National Market under the symbol
"WASH."
The Securities and Exchange Commission allows us to incorporate by
reference the information that we file with them. Incorporation by reference
means that we can disclose important information to you by referring you to
other documents that are legally considered to be part of this prospectus, and
later information that we file with the Securities and Exchange Commission will
automatically update and supersede the information in this prospectus and the
documents listed below. We incorporate by reference the specific documents
listed below and any future filings we make with the Securities and Exchange
Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 (file no. 000-13091) until all of the shares of common stock offered
under this prospectus are sold.
o Our Annual Report on Form 10-K for the year ended December 31, 1999.
o Our Quarterly Report on Form 10-Q for the quarters ended March 31, June 30
and September 30, 2000.
o Our Current Reports on Form 8-K filed on May 5, 2000 and July 3, 2000.
<PAGE>
o Our definitive Proxy Statement dated March 21, 2000, filed in connection with
our 2000 Annual Meeting of Stockholders.
Any document that we file pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date of this prospectus but
before the end of any offering of securities made under this prospectus also
will be considered to be incorporated by reference.
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: Elizabeth B.
Eckel, Senior Vice President, Marketing, Washington Trust Bancorp, Inc.,
23 Broad Street, Westerly, Rhode Island 02891. Telephone requests may be
directed to Ms. Eckel at (401) 348-1200.
You should rely only on the information contained or incorporated by
reference in this prospectus or supplement thereto.
<PAGE>
================================================================================
You should rely on the information
incorporated by reference or contained
in this prospectus or any supplement.
We have not authorized anyone else to
provide you with different or additional 1,010,808 Shares
information. We are not making an offer
to sell the 1,010,808 Shares common stock
in any state where the offer is not
permitted. You should not assume
that the information in this prospectus
or any supplement is accurate as of any
date other than the date on the front of
those documents.
------------------------
WASHINGTON TRUST
BANCORP, INC.
Common Stock
-------------------
Prospectus
-------------------
December __, 2000
================================================================================
<PAGE>
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated fees and expenses payable
in connection with the issuance and distribution of the securities registered by
this prospectus. All amounts except the registration fee are estimated.
Registration fee $ 3,903
Legal fees and expenses 25,000
Accounting fees and expenses 8,500
Miscellaneous 0
-------------
Total $ 37,403
All underwriting discounts and commissions, stock transfer taxes or fees
and expenses of legal, tax and other counsel or advisors to the selling
stockholders shall be borne by the selling stockholders. All other expenses in
connection with the issuance and distribution of the securities being offered
shall be borne by the Registrant.
Item 15. Indemnification of Directors and Officers.
The Rhode Island Business Corporation Act (the "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 or she has met the applicable standards of conduct and that he or she
undertakes to repay all amounts advanced if it is ultimately determined that he
or 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
<PAGE>
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;
- liability imposed for voting for or assenting to an unlawful
distribution pursuant to the provisions of RIBCA Section 7-1.1-43;
or
- 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 charter provides that no Director of Washington
Trust shall be liable to Washington Trust 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 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
shall be eliminated or limited to the extent permitted by the Rhode Island
General Laws, as so amended.
The Washington Trust bylaws provide that Washington Trust 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 or she is or was a Director, officer, employee or agent of
Washington Trust 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, Washington Trust 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 maintains directors' and officers' liability insurance in
amounts and on terms which the Washington Trust Board of Directors deems
reasonable. In the ordinary course of business, the Washington Trust Board of
Directors regularly reviews the scope and adequacy of such insurance coverage.
Item 16. Exhibits.
(a) The following exhibits are filed as part of this registration
statement or incorporated herein by reference:
<PAGE>
Exhibit
No. Description
5.1 Opinion of Goodwin, Procter & Hoar LLP, General Counsel to Washington
Trust, as to the legality of the securities.**
15.1 Letter of KPMG LLP Re Unaudited Interim Financial Information.*
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.*
24.1 Powers of Attorney.**
-----------
* Filed herewith.
** Previously filed.
Item 17. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, 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 acts 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
the 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 offering range may be
reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement;
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
<PAGE>
paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the
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; and
(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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in
the 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described under Item 15 above, or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the respective registrant
of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Washington
Trust Bancorp, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
amendment to its registration statement (the "Registration Statement") to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Westerly, State of Rhode Island, on this day of December 5, 2000.
WASHINGTON TRUST BANCORP, INC.
By: John C. Warren
------------------------------------------
John C. Warren
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
John C. Warren Chairman, Chief December 5, 2000
----------------------------------- Executive Officer
John C. Warren (principal executive
officer) and Director
* Director December 5, 2000
-----------------------------------
Alcino G. Almeida
* Director December 5, 2000
-----------------------------------
Gary P. Bennett
* Director December 5, 2000
-----------------------------------
Steven J. Crandall
* Director December 5, 2000
-----------------------------------
Richard A. Grills
* Director December 5, 2000
-----------------------------------
Larry J. Hirsch
Director
-----------------------------------
Katherine W. Hoxsie
Director
-----------------------------------
Mary E. Kennard
<PAGE>
* Director December 5, 2000
-----------------------------------
Joseph J. Kirby
* Director December 5, 2000
-----------------------------------
Edward M. Mazze
* Director December 5, 2000
-----------------------------------
James W. McCormick
* Director December 5, 2000
-----------------------------------
Victor J. Orsinger II
* Director December 5, 2000
-----------------------------------
H. Douglas Randall, III
* Director December 5, 2000
-----------------------------------
Joyce O. Resnikoff
* Director December 5, 2000
-----------------------------------
James P. Sullivan
* Director December 5, 2000
-----------------------------------
Neil H. Thorp
David V. Devault Executive Vice December 5, 2000
---------------------------------- President, Treasurer
David V. Devault and Chief Financial
Officer (principal
financial and principal
accounting officer)
*by David V. Devault December 5, 2000
-------------------
David V. Devault
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
5.1 Opinion of Goodwin, Procter & Hoar LLP, General Counsel to Washington
Trust, as to the legality of the securities.**
15.1 Letter of KPMG LLP Re Unaudited Interim Financial Information.*
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.*
24.1 Powers of Attorney.**
-----------
* Filed herewith.
** Previously filed.
