=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-K/A1
ITEM 3 OF PART I, AS AMENDED, IS SET FORTH HEREIN IN ITS ENTIRETY. ITEMS
10-13 OF PART III ARE ALSO SET FORTH HEREIN IN THEIR ENTIRETY AND ARE NO
LONGER INCORPORATED BY REFERENCE FROM THE REGISTRANT'S 1994 PROXY STATEMENT.
NO CHANGES ARE BEING MADE IN THE ANY OTHER ITEMS OF PARTS I, II OR IV.
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM ______ TO ______
COMMISSION FILE NUMBER: 0-15826
WASHINGTON BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2800126
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 WASHINGTON STREET, HOBOKEN, NEW JERSEY 07030
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 659-0013
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
As of March 1, 1994, there were issued and outstanding 2,307,937 shares
of the Registrant's common stock.
The aggregate market value of the voting stock held by non-affiliates of
the Registrant based on the closing sales price of the Registrant's common
stock as quoted on the Nasdaq National Market on February 28, 1994 was
approximately $27.3 million. (The exclusion from such amount of the market
value of shares owned by any person shall not be deemed an admission by the
Registrant that such person is an affiliate of the Registrant).
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PART I
Item 3. Legal Proceedings
In October 1991, a complaint was filed by a former officer in New Jersey
Superior Court against the Company, the Bank and certain directors and
officers seeking unspecified damages relating to the termination of such
officer's employment. The Company and individual defendants filed an answer
and asserted certain counterclaims. This complaint was dismissed in 1993
without prejudice to the plaintiff's right to refile the complaint by March
31, 1994. The complaint was refiled by such date. It is anticipated that the
Company and individual defendants will file a comparable answer and
counterclaims. In April 1992, a complaint was filed in the New Jersey Superior
Court against the Company and the Bank seeking unspecified damages and
alleging violations of state securities laws, certain banking laws and state
common law. In February 1994, the plaintiffs amended their complaint to add
claims against nine individual defendants, including current and former
officers and directors of the Company and the Bank. This lawsuit is in the
discovery stage. Management believes that the defendants have meritorious
defenses in both of these actions and intends to vigorously defend these
actions. Given the uncertainties involved in judicial proceedings and the
preliminary stage of discovery in these matters, management cannot determine
the precise amount of any potential loss that may arise in these matters.
Accordingly, no provision for loss, if any, that may result upon resolution of
these matters has been recorded in the Company's financial statements.
The Bank is also subject to other legal proceedings involving collection
matters, contract claims and miscellaneous items arising in the normal course
of business. It is the opinion of management that the resolution of such legal
proceedings will not have a material impact on the financial statements of the
Company or the Bank.
PART III
Item 10. Directors of the Registrant
The Board of Directors consists of nine directors, divided into three
classes. Each of the members of the Board of Directors of the Company also
serves on the Board of Directors of the Bank. Directors are elected for
staggered terms of three years each, with the term of office of only one class
of Directors expiring in each year. Directors serve until their successors are
elected and qualified.
Name, Age, Principal
Occupation and Business
Experience for Past Director Term
Five Years Since Expires
--------------------- ------- -------
Wilson A. Britten, Age 70 . . . . . . . . . . . . . . . 1965 1995
Retired; former Senior Vice President of Anchor
Corporation, financial advisors and investment
underwriters.
Theodore Doll, Jr., Age 77 . . . . . . . . . . . . . . 1960 1996
Retired from practice as a self-employed Certified
Public Accountant since 1979. He also serves on the
Board of Auric Corporation, Newark, New Jersey.
Theodore J. Doll, Age 49 . . . . . . . . . . . . . . . 1989 1995
President and Chief Operating Officer of the Company
and the Bank since December 26, 1989. Executive Vice
President of the Company and the Bank from October
through December 1989. Mr. Doll retired in March 1988
as Executive Vice President and Chief Administrative
Officer of Ryan, Beck & Co., an investment
banking firm.
Robert A. Hand, Age 68 . . . . . . . . . . . . . . . . 1979 1994
Vice President Emeritus of Stevens Institute of
Technology, Hoboken, New Jersey; Treasurer, Polymer
Processing Institute, Hoboken, New Jersey.
Duncan M. Lasher, Age 67 . . . . . . . . . . . . . . . 1993 1996
Retired; former Executive Vice President of United
National Bank, Plainfield, New Jersey.
2
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<PAGE>
Name, Age, Principal
Occupation and Business
Experience for Past Director Term
Five Years Since Expires
----------------------- -------- -------
Charles A. Rotondi, Age 44 . . . . . . . . . . . . . . 1989 1996
President, Dan Dee Belt & Bag Co., Inc., Hoboken,
New Jersey (manufacturers and importers).
Paul C. Rotondi, Age 69 . . . . . . . . . . . . . . . . 1975 1994
Chairman of the Board and Chief Executive Officer
of the Company and the Bank.
Joseph A. Tighe, Jr., Age 58 . . . . . . . . . . . . . 1975 1994
President of Tighe, Doty and Carrino, P.A., a
consulting engineering firm in Secaucus, New Jersey;
Vice-President, TFC/CM, Inc., an architects and
engineering firm in Secaucus, New Jersey.
James M. Ungerleider, Age 66 . . . . . . . . . . . . . 1972 1995
Retired; former President of Geismar's, a men's and
women's retail clothing shop in Caldwell, New Jersey.
Chairman of the Board Paul C. Rotondi is the father of director Charles
A. Rotondi. Director Theodore Doll, Jr. is the father of President and
director Theodore J. Doll.
Compliance with Section 16(a)
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and certain related entities, and
persons who own more than ten percent (10%) of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission.
Based solely on a review of copies of such reports and representations of
the Company's executive officers and directors, the Company believes that all
Section 16(a) filing requirements applicable to executive officers and
directors were complied with except as disclosed herein. Late filings were
made by Janice Sandomenico, an executive officer, who sold 300 shares of the
Company's Common Stock on September 1, 1993, and by Kim Ullrich-Flores, also
an executive officer, who sold 400 shares of the Company's Common Stock on
June 15, 1993. The filings were made promptly after the failure to timely file
was discovered.
Item 11. Executive Compensation
Directors' Compensation
Directors are paid a monthly retainer of $750, plus $250 per board
meeting attended. An additional fee of $250 is paid for each committee meeting
attended. Officers who are Directors do not receive fees for services as a
Director. Honorary directors are paid $200 per board meeting attended, but are
not paid a retainer.
During 1993, James M. Ungerleider, a director of the Company and the
Bank, was paid fees of $27,500 for services provided as an outside director
representative on a committee that monitors compliance under certain
regulatory agreements and for other compliance services.
During 1993, the Board adopted a retirement plan for outside directors
which will provide benefits aggregating $252,000 to the members of the Board
other than Paul C. Rotondi and Theodore J. Doll upon consummation of the
proposed merger with Hubco, Inc. (the "Merger"). See Note 9 of the Notes to
Consolidated Financial Statements on page 45 of the Annual Report on Form 10-K
for the year ended December 31, 1993 for more information regarding this plan.
3
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Summary of Cash and Certain Other Compensation
The following table sets forth, for the fiscal years ended December 31,
1993, 1992 and 1991, the annual and long-term compensation of the Company's
Chief Executive Officer and Chief Operating Officer (the "Named Officers"),
the only two executive officers whose salary and bonus exceeded $100,000
during 1993:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
-----------------------------------
Annual Compensation(1) Awards
----------------------- -----------------------------------
(a) (b) (c) (d) (f) (g) (i)
Restricted Securities All Other
Name and Stock Underlying Compensation(3)
Principal Position Year Salary ($) Bonus ($) Award(s)(2)($) Options/SARs (#) ($)
------------------ ---- ---------- --------- -------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Paul C. Rotondi, . . 1993 $158,317 $29,000 $ -- $ -- $3,879
Chairman and Chief 1992 166,154 2,000 12,750 -- 4,420
Executive Officer 1991 160,000 -- -- --
Theodore J. Doll, . . 1993 148,317 4,000 -- 24,500 877
President and Chief 1992 155,769 2,000 12,750 -- 877
Operating Officer 1991 150,000 -- -- --
<FN>
- - ------------
(1) During the three years ended December 31, 1993, no Named Officer received
perquisites (i.e., personal benefits) in excess of 10% of such
individual's reported salary and bonus.
(2) Restricted Stock Awards ("RSA") are made under the Company's Management
Recognition and Retention Plan (the "MRP") and are payable in shares of
the Company's Common Stock at the expiration of the vesting period
established by the Salaries Committee of the Board. Under the MRP, no
awards will vest in less than five years from the date of grant.
Dividends are paid to the executives on all RSAs at the same time and at
the same rate as all other holders of the Company's Common Stock. The
number and value of aggregate RSA holdings for the Named Officers at
December 31, 1993 are as follows: Paul C. Rotondi, 2,400 shares with a
value of $31,200 and Theodore J. Doll, 2,400 shares with a value of
$31,200. The foregoing values are based on the closing price of the
Company's Common Stock on the Nasdaq National Market on December 31, 1993
($13.00 per share).
(3) Represents premiums paid on group term life insurance greater than
$50,000. Pursuant to SEC regulations, information is not provided with
respect to 1991.
</FN>
</TABLE>
Stock Options
The following table contains information regarding the grant of stock
options (all of which were granted under the Company's employee stock option
plan (the "Employee Plan")) to the Named Officers during the year ended
December 31, 1993. In addition, in accordance with rules of the Securities and
Exchange Commission (the "SEC"), the following table sets forth the
hypothetical gains or "option spreads" that would exist for such options,
assuming rates of annual compound price appreciation in the Company's Common
Stock of 5% and 10% from the date the options were granted to their final
expiration date.
4
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<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term(1)
- - ----------------------------------------------------------------------------- ---------------------------
(a) (b) (c) (d) (e) (f) (g)
Number of Percent of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/sh) Date 5% ($) 10% ($)
---- ------------ ------------ ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Paul C. Rotondi . . . -- -- -- -- -- --
Theodore J. Doll. . . 24,500 27.84% $7.25 9/20/2003 $115,559 $292,850
<FN>
- - -----------
(A) The Employee Plan is administered by the Salaries Committee of the
Company's Board of Directors. That committee determines which employees
will receive options, the number of options to be granted and the terms
of option grants. Options generally are granted at exercise prices equal
to the fair market value of the Company's Common Stock on the grant date.
(B) No assurances can be given that the market price of the Company's Common
Stock will appreciate over the applicable period or, if such appreciation
does occur, that such appreciation will be greater or less than the
assumed rates set forth above.
</FN>
</TABLE>
Option Exercises and Holdings
None of the Named Officers exercised any of his stock options during the
year ended December 31, 1993. The following table provides data regarding the
number of shares covered by both exercisable and non-exercisable stock options
held by the Named Officers at December 31, 1993. Also reported are the values
for "in-the-money" options, which represent the positive spread between the
exercise prices of existing options and $13.00, the closing sale price of the
Company's Common Stock on December 31, 1993. None of Mr. Rotondi's options
were "in-the-money" on that date.
UNEXERCISED OPTIONS AT FISCAL YEAR END
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/
Options/SARs at FY-End (#) SARs at FY-End ($)
Name -------------------------- --------------------------
---- (d) (e)
(a) Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Paul C. Rotondi . . . 27,200 6,800 -- --
Theodore J. Doll. . . -- 24,000 -- $138,000
Severance Agreement
The Company has entered into a Severance Agreement with Paul Rotondi,
which agreement provides that if at any time following a "Change in Control"
of the Company, the Company or the Bank were to terminate his employment with
the Company or the Bank, for any reason other than for "cause," or if he were
to terminate his own employment following a demotion, loss of title, office or
significant authority, a reduction in annual compensation or relocation of his
principal place of employment, he would be entitled to receive a payment in an
amount equal to three times his average annual compensation over the five
previous years of his employment with the Bank. If a Change in Control had
occurred as of December 31, 1993, followed by a termination of employment, the
amount payable to Mr. Rotondi pursuant to his severance agreement would have
been $507,000. The agreement also provides for certain retirement benefits in
the event of a termination of employment for reasons other than cause. Certain
insurance coverage maintained by the Bank at the time of any such termination
would be continued for a three-year period. The
5
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Merger will constitute a "Change in Control" under the terms of the Severance
Agreement. Mr. Rotondi has agreed with Hubco, Inc. to reduce his benefits such
that they will not result in an excise tax being imposed under certain
provisions of the Internal Revenue Code.
Retirement Benefits
The Bank maintains and funds a tax-qualified, non-contributory defined
benefit pension plan for its employees, which is administered by The
Retirement System Group, Inc. All salaried employees age 21 or older who have
completed at least one year of service participate in the plan. The plan
provides an annual benefit payable at age 65 equal to 2% of the employee's
"Average Annual Salary," multiplied by years of credited service, without
offset for Social Security benefits. The calculation of Average Annual Salary
is essentially based on the "Salary" reported in the Summary Compensation
Table. The average represents the average of the highest 36 months of base
salary within the final 120 months. The maximum annual benefit is 50% of the
Average Annual Salary. A participant who at the time of his or her termination
of service (for reasons other than death) has completed at least five years of
vested service shall be eligible for a vested retirement benefit. A
participant at the time of his or her termination of service shall be eligible
for an early retirement benefit provided (a) he or she has attained age sixty,
or (b) he or she has completed thirty or more years of vested service with the
employer. Only that compensation and credited service accrued by the
participant prior to his or her termination of service is used to compute his
or her retirement benefit. A participant who incurs a termination of service
prior to his or her normal retirement date and after having completed at least
ten years of vested service is eligible for a retirement benefit (as defined
by the Retirement Plan).
The table below illustrates annual benefits under the plan assuming
retirement at age 65 during 1993, at various levels of compensation and years
of credited service. The amount of benefits shown are on a "straight life"
basis (i.e., payment during the life of the employee with no continuing
payments following the employee's death).
Amount of Annual Retirement Benefit
With Credited Years of Service
Annual ------------------------------------
Compensation 15 Years 20 Years 25 Years
- - ------------- -------- -------- --------
$ 40,000 . . . . . . . . . . . . . $12,000 $16,000 $20,000
60,000 . . . . . . . . . . . . . 18,000 24,000 30,000
80,000 . . . . . . . . . . . . . 24,000 32,000 40,000
100,000 . . . . . . . . . . . . . 30,000 40,000 50,000
120,000 . . . . . . . . . . . . . 36,000 48,000 60,000
140,000 . . . . . . . . . . . . . 42,000 56,000 70,000
160,000 . . . . . . . . . . . . . 48,000 64,000 80,000
180,000 . . . . . . . . . . . . . 54,000 72,000 90,000
200,000 . . . . . . . . . . . . . 60,000 80,000 100,000
As of December 31, 1993, Messrs. Rotondi and Doll had 5 and 4 years of
credited service, respectively. Mr. Doll would have 20 years of credited
service at age 65 if he were to remain in the Bank's employ until age 65.
Compensation Committee Interlocks and Insider Participation
The Company's Salaries Committee consists of Wilson Britten (Chairman),
Duncan M. Lasher and Robert A. Hand. Theodore Doll, Jr. was a member of the
Salaries Committee for the first twelve days of 1993 and is also an "ex
officio" member of that Committee. Mr. Doll is the father of Theodore J. Doll,
the Company's President and Chief Operating Officer.
Theodore J. Doll, the Chief Operating Officer and President of the
Company and the Bank since December 21, 1989, is one of about 40 limited
partners of a partnership (the "Partnership") that is the obligor on the
Bank's largest non-performing asset, a loan on which the Bank currently has a
first mortgage and an assignment of rents (the "Bankruptcy Loan"). The
Bankruptcy Loan is currently in non-accrual status. Mr. Doll's equity interest
in the Partnership is less than 5% and he plays no role in the management or
decision-making with respect to that entity. Mr. Doll acquired his equity
interest, and the Bankruptcy Loan was made to the Partnership, at a time when
Mr. Doll was neither a director or officer of the Company or the Bank
(although his father was a director of the Company and the Bank when the
Bankruptcy Loan was extended to the Partnership and remains a director at this
time).
During 1993, a bankruptcy petition was filed by the Partnership. That
petition was dismissed on November 10, 1993. Pursuant to a court order, rental
payments that would otherwise have been paid to the Bank in accordance with
6
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its assignment of rents were released to the City of Philadelphia to pay a
substantial portion of property tax arrearages. Rental payments were resumed
in December 1993. The interest income which would have been recorded had the
rental payments been received and the actual income recorded approximated
$580,000 and $295,000, respectively, for the year ended December 31, 1993.
The balance of the Bankruptcy Loan at March 31, 1994 was $9.2 million.
During the three years ended March 31, 1994, the largest indebtedness under
the Bankruptcy Loan was $9.3 million. The Bankruptcy Loan has an interest rate
of 10% per annum; however, the Bank is currently involved in negotiations
which may result in a restructuring of the Bankruptcy Loan.
The Bankruptcy Loan is secured by an approximately 450,000 square foot
building which is rented to the Internal Revenue Service (the "IRS") under a
lease which is cancelable by the IRS upon 60 days' notice. The building is
situated in northeast Philadelphia in a site with two other IRS facilities.
The IRS announced in early December 1993 that this site will be converted into
a customer service center with a potential loss of 2,500 permanent and
seasonal jobs. It has been reported in the press that the process of reducing
the workforce at the northeast Philadelphia center will begin in 1996 and be
completed in 1999. The effect, if any, of the conversion and reduction in
workforce on the building securing this loan is unknown at this time.
The Bank has loans outstanding with certain executive officers, directors
and their affiliates, which loans were made in the ordinary course of
business, on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons. In the opinion of management, these loans do not involve more
than the normal risk of collectibility or present other unfavorable features.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Amount and Nature
of Beneficial Ownership Percent of
Name of Common Stock(1) Class
---- ----------------------- -----------
Wilson A. Britten . . . . . . . . . 17,830(2)(3) 0.8%
Theodore Doll, Jr. . . . . . . . . 19,187(2) 0.8
Theodore J. Doll . . . . . . . . . 91,541(4) 3.9
Robert A. Hand . . . . . . . . . . 9,875(2) 0.4
Duncan M. Lasher . . . . . . . . . 8,187(2) 0.4
Charles A. Rotondi . . . . . . . . 17,710(2) 0.8
Paul C. Rotondi . . . . . . . . . . 89,791(5) 3.8
Joseph A. Tighe, Jr. . . . . . . . 12,084(2)(6) 0.5
James M. Ungerleider . . . . . . . 18,052(2) 0.8
All Directors and Executive
Officers as a group
(15 persons)(7) . . . . . . . . . 386,917 15.7%
- - ----------
(1) As of March 15, 1994. Unless otherwise indicated, each person effectively
exercises sole (or shares with spouse) voting and dispositive power as to
the shares reported.
(2) Includes 7,187 shares that may be acquired pursuant to the exercise of
stock options within 60 days of March 15, 1994.
(3) Includes 1,500 shares held in trust.
(4) Includes 12,250 shares that may be acquired pursuant to the exercise of
stock options within 60 days of March 15, 1994 and the shares held by the
ESOP described below as to which Mr. Doll may direct the vote by virtue
of shares allocated to his account (estimated to be a total of 2,791
shares as of March 15, 1994). Includes 15,000 shares held by Mr. Doll's
children.
(5) Includes 4,490 shares held for the benefit of minor children, 34,000
shares that may be acquired pursuant to the exercise of stock options
within 60 days of March 15, 1994 and the shares held by the ESOP
described below as to which Mr. Rotondi may direct the vote by virtue of
shares allocated to his account (estimated to be a total of 6,044 shares
as of March 15, 1994).
(6) Includes 150 shares held for the benefit of his children.
7
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(7) Includes 102,650 shares that may be acquired pursuant to the exercise of
stock options within 60 days of March 15, 1994 and 8,872 shares subject
to awards under the Company's Management Recognition and Retention Plan
(the "MRP"), as to all of which shares voting may be directed. Under the
terms of the MRP, recipients of unvested awards may direct the voting of
the shares covered by their awards and unawarded shares held in the MRP
trust are voted by the trustee in the same proportion as shares which
have been awarded. Also includes shares of Common Stock held by the the
Bank's Employee Stock Ownership Plan (the "ESOP") as to which directors
and officers of the Company may direct the vote by virtue of shares
allocated to their accounts (estimated to be a total of 28,537 shares as
of March 15, 1994). Under the terms of the ESOP, shares of Common Stock
allocated to the accounts of employees are voted in accordance with the
instructions of the respective employees.
Item 13. Certain Relationships and Related Transactions
Theodore J. Doll, the Chief Operating Officer and President of the
Company and the Bank since December 26, 1989, is one of about 40 limited
partners of a partnership (the "Partnership") that is the obligor on the
Bank's largest non-performing asset, a loan on which the Bank currently has a
first mortgage and an assignment of rents (the "Bankruptcy Loan"). The
Bankruptcy Loan is currently in non-accrual status. Mr. Doll's equity interest
in the Partnership is less than 5% and he plays no role in the management or
decision-making with respect to that entity. Mr. Doll acquired his equity
interest, and the Bankruptcy Loan was made to the Partnership, at a time when
Mr. Doll was neither a director or officer of the Company or the Bank
(although his father was a director of the Company and the Bank when the
Bankruptcy Loan was extended to the Partnership and remains a director at this
time).
During 1993, a bankruptcy petition was filed by the Partnership. That
petition was dismissed on November 10, 1993. Pursuant to a court order, rental
payments that would otherwise have been paid to the Bank in accordance with
its assignment of rents were released to the City of Philadelphia to pay a
substantial portion of property tax arrearages. Rental payments were resumed
in December 1993. The interest income which would have been recorded had the
rental payments been received and the actual income recorded approximated
$580,000 and $295,000, respectively, for the year ended December 31, 1993.
The balance of the Bankruptcy Loan at March 31, 1994 was $9.2 million.
During the three years ended March 31, 1994, the largest indebtedness under
the Bankruptcy Loan was $9.3 million. The Bankruptcy Loan has an interest rate
of 10% per annum; however, the Bank is currently involved in negotiations
which may result in a restructuring of the Bankruptcy Loan.
The Bankruptcy Loan is secured by an approximately 450,000 square foot
building which is rented to the Internal Revenue Service (the "IRS") under a
lease which is cancelable by the IRS upon 60 days' notice. The building is
situated in northeast Philadelphia in a site with two other IRS facilities.
The IRS announced in early December 1993 that this site will be converted into
a customer service center with a potential loss of 2,500 permanent and
seasonal jobs. It has been reported in the press that the process of reducing
the workforce at the northeast Philadelphia center will begin in 1996 and be
completed in 1999. The effect, if any, of the conversion and reduction in
workforce on the building securing this loan is unknown at this time.
The Bank has loans outstanding with certain executive officers, directors
and their affiliates, which loans were made in the ordinary course of
business, on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons. In the opinion of management, these loans do not involve more
than the normal risk of collectibility or present other unfavorable features.
During 1993, James Ungerleider, a director of the Company and the Bank,
was paid fees of $27,500 for services provided as an outside director
representative on a committee that monitors compliance under certain
regulatory agreements and for other compliance services.
8
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to its
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WASHINGTON BANCORP, INC.
By /s/ Paul C. Rotondi
-------------------------------------------------
(Paul C. Rotondi)
Chairman of the Board and Chief Executive Officer
Dated: April 27, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment to its report has been signed below on April 27, 1994 by the
following persons on behalf of the Registrant and in the capacities indicated.
/s/ Paul C. Rotondi Chairman of the Board and Chief
- - ------------------------------------ Executive Officer and
(Paul C. Rotondi) * as attorney in fact
*/s/ Thomas S. Bingham Chief Financial and Accounting Officer
- - ------------------------------------
(Thomas S. Bingham)
Directors:
*/s/ Theodore Doll, Jr.
- - ------------------------------------ ----------------------------------
(Wilson A. Britten) (Theodore Doll Jr.)
*/s/ Joseph A. Tighe, Jr. /s/ Paul C. Rotondi
- - ------------------------------------ -----------------------------------
(Joseph A. Tighe, Jr.) (Paul C. Rotondi)
*/s/ Robert A. Hand */s/ James M. Ungerleider
- - ------------------------------------ -----------------------------------
(Robert A. Hand) (James M. Ungerleider)
*/s/ Theodore J. Doll */s/ Charles A. Rotondi
- - ------------------------------------ ----------------------------------
(Theodore J. Doll) (Charles A. Rotondi)
*/s/ Duncan M. Lasher
- - ------------------------------------
(Duncan M. Lasher)
9
