Registration Statement No. 333-42502
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333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
WASHINGTON, D.C. 20549
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Pre-Effective Amendment No.
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WASHINGTON TRUST BANCORP, INC.
(Exact Name
(Exact name of Registrant as Specifiedspecified in its Charter)
Rhode Island 05-0404671
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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,
(Address, including zip code, and Telephone Number, Including Area Code,telephone number, including area code of
Registrant's Principal Executive Office)
Registrant’s principal executive offices)
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
(Name, address, including zip code, and Telephone Number, Including Area Code, telephone number, including area code,
of Agentagent for Service)
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service)
Copies to:
Paul W. Lee, P.C.
Gregory J. Lyons, Esq.
James P. Barri, Esq.
Goodwin Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-288102109
(617) 570-1000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement becomes effective.
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Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]
o
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]
x
If this form is usedfiled 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 Statementregistration statement number of the earlier effective registration statement for the same offering. [ ]
o
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 Statementregistration statement number of the earlier effective registration statement for the same offering. [ ]
o
If delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434, please462(e) under the Securities Act, check the following box.o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | | Accelerated filer ý | | Non-accelerated filer o (Do not check if a smaller reporting company) | | Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
Title of Each Class Of Securities To Be Registered | Amount to Be Registered (1) | Proposed Maximum Offering Price Per Unit (2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | | |
| Common Stock, par value $0.0625 per share | 2,500,000 | $22.07 | $55,175,000 | $2,169 | | |
(1) This registration statement also relates to an indeterminate number of shares of common stock of Washington Trust Bancorp, Inc. that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act.
(2) Determined pursuant to Rule 457(c) under the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low sales prices for Washington Trust Bancorp, Inc.’s common stock on October 15, 2008 as reported on the NASDAQ Global Market.
The
Registrantregistrant hereby amends this
Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the
Registrantregistrant shall file a further amendment which specifically states that this
Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act
of 1933, or until
this Registration Statementthe registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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. Subject to Completion, Dated October 20, 2008
PROSPECTUS
2,500,000 Shares
Washington Trust Bancorp, Inc.
Common Stock
(par value $0.0625 per share)
This prospectus is not an offerrelates 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
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Marie L. Langlois and Gerald J. Fogarty, Jr. may useby the selling stockholders identified in this prospectus, to selland any of their pledgees, donees, transferees or other successors in interest, of up to 1,010,808an aggregate of 2,500,000 shares of the common stock of Washington Trust Bancorp, Inc. Ms. Langlois or Mr. Fogarty may offer or sell all or anyWe are filing the registration statement of which this prospectus is a part at this time to fulfill contractual obligations to do so, which we undertook at the time of these
shares in one or more transactions. Washington Trustthe original issuance of the shares. We will not receive any cashof the proceeds from the sale of the shares of common stock offered by this prospectus.
the selling stockholders, but we are bearing the expense of registration.
Our common stock is listed on the Nasdaq NationalNASDAQ Global Market under the symbol "WASH."“WASH.” On December 5, 2000,October 17, 2008, the last reported closingsale 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.
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The shares of our common stock are not savings accounts, deposits or
other obligations of a bank or savings associationon the NASDAQ Global Market was $23.44.
Investing in our securities involves various risks. In our Annual Report on Form 10-K for the year ended December 31, 2007, which is incorporated by reference in this prospectus, we identify and are not insured by the
FDIC or any other governmental agency.
discuss several risk factors that you should consider before investing in our securities.
__________________
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the
adequacydetermined if this prospectus is truthful or accuracy of this prospectus.complete. Any representation to the contrary is a criminal offense.
__________________
The date of this prospectus is
December __, 2000.
TABLE OF CONTENTS
Page
Risk Factors 3
Forward-Looking Statements 4
The Company 4
Registration Rights, 2008Table 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 onContents
| Page |
| Prospectus Summary | 1 |
| Special Statement Regarding Forward-Looking Statements | 4 |
| The Selling Stockholders | 4 |
| Use of Proceeds | 6 |
| Plan of Distribution | 6 |
| Incorporation by Reference | 9 |
| Where You Can Find More Information | 10 |
| Experts | 11 |
| Legal Matters | 11 |
__________________
No dealer, sales representative or any other person has been authorized to give any information or to make any representations in connection with this offering other than those contained in this prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by our company or any supplementother person.
This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the shares of common stock to which it relates or an offer to, or a solicitation of, any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our company or that information contained herein or in the documents incorporated by reference herein is correct as of any time subsequent to the date hereof or thereof, as the case may be.
PROSPECTUS SUMMARY
This summary only highlights the more detailed information appearing elsewhere in this prospectus or incorporated herein by reference. We haveAs this is a summary, it may not authorized anyonecontain all information that is important to provide you with different or additional information.you. You should read this entire prospectus, including the documents incorporated by reference herein, carefully before deciding whether to invest in our common stock.
This prospectus contains forward-looking statements. You should read the explanation of the qualifications and limitations on such forward-looking statements on page 4 of this prospectus. You should not assume
thatplace undue reliance on our forward-looking statements.
Unless the
informationcontext otherwise requires, all references to “we,” “us,” “our company” or “the Company” 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.
Risk Factors
In additionrefers 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,
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., a Rhode Island corporation, together with the other entities with which we consolidate our financial statements.
__________________
About Washington Trust Bancorp, Inc. is
We are a publicly-owned, registered bank$2.7 billion financial holding company whose subsidiaries are permitted to engageheadquartered in banking and other
financial services and businesses. Washington Trust Bancorp conducts its
business through its principal bankingWesterly, Rhode Island. Through our wholly-owned subsidiary, The Washington Trust Company (the “Bank”), and our other subsidiaries we operate seventeen banking offices and four wealth management offices in Rhode Island, southeast Connecticut and Massachusetts. Founded in 1800, the Bank is the largest independent bank headquartered in Rhode Island and one of the oldest community banks in the nation. A state-chartered bank, it offers a wide range of financial services, including business banking, personal banking, and wealth management and trust services.
We are 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.Island corporation. Our principal executive offices are located at 23 Broad Street, Westerly, Rhode Island 02891, and our telephone number is
(401) 348-1200.
Washington Trust Bancorp, Inc. was formed401-348-1200. Our website is www.washtrust.com. The information found on our website is not part of this prospectus.
The Offering
This prospectus relates to the offering and sale of up to an aggregate of 2,500,000 shares of our common stock by the selling stockholders. The shares covered by this prospectus were issued in 1984October 2008 in a private placement.
We are registering the common stock covered by this prospectus in order to fulfill our contractual obligations to do so, which we undertook at the time of the original issuance of the shares. Registration of the common stock does not necessarily mean that all or any portion of such stock will be offered for sale by the selling stockholders.
We have agreed to bear the expenses of the registration of the common stock under federal and state securities laws, but we will not receive any proceeds from the sale of any common stock offered under this prospectus.
Plan of Distribution
The selling stockholders may sell the common stock through agents or dealers, directly to one or more individuals, institutional or other purchasers or through any combination of these methods of sale. The distribution of the common stock may be effected in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” beginning on page 6.
Risk Factors
Our business is subject to numerous risks as discussed more fully in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2007, which is incorporated by reference in this prospectus. Principal risks of our business include the following, among others:
| · | Interest rate volatility may reduce our profitability. Our consolidated results of operations depend, to a large extent, on the level of net interest income, which is the difference between interest income from interest-earning assets, such as loans and investments, and interest expense on interest-bearing liabilities, such as deposits and borrowings. If interest rate fluctuations cause the cost of interest-bearing liabilities to increase faster than the yield on interest-earning assets, then our net interest income will decrease. |
| · | The market value of wealth management assets under administration may be negatively affected by changes in economic and market conditions. Revenues from wealth management services represented 28% of our total revenues for 2007. A substantial portion of these fees are dependent on the market value of wealth management assets under administration, which are primarily marketable securities. Changes in domestic and foreign economic conditions, volatility in financial markets, and general trends in business and finance, all of which are beyond our control, could adversely impact the market value of these assets and the fee revenues derived from the management of these assets. |
| · | Due to strong competition, our wealth management division may not be able to attract and retain clients at current levels. Competition is strong because there are numerous well-established and successful investment management and wealth advisory firms including commercial banks and trust companies, investment advisory firms, mutual fund companies, stock brokerage firms, and other financial companies. Many of our competitors have greater resources than we have. |
| · | 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. Material additions to our allowance would materially decrease our net income. |
| · | We maintain a diversified securities portfolio, which includes mortgage-backed securities issued by U.S. government and government sponsored agencies, obligations of the U.S. Treasury and government-sponsored agencies, securities issued by state and political subdivisions and corporate debt securities. We also invest in capital securities, which include common and preferred stocks as well as trust preferred securities. We seek to limit credit losses in our securities portfolios by generally purchasing only highly-rated securities. However, we may, in the future, experience losses attributable to credit risk in our securities portfolio that could materially adversely affect our results of operations. |
In addition, in light of the current economic climate, we believe we also face the following risks:
Adverse capital and credit market conditions may significantly affect our ability to meet liquidity needs, access to capital and cost of capital, which may adversely affect our business activities, earnings, common stock price, among other things.
The capital and credit markets have been experiencing extreme volatility and disruption during much of 2008. In recent weeks, the volatility and disruption have reached unprecedented levels. In some cases, the markets have exerted downward pressure on the availability of liquidity and credit capacity, as well as the cost of credit/capital, for many companies, including our company. At this time we are unable to predict whether, or to what extent or for how long, these conditions will affect matters of importance to investors in our common stock, including (among others) our business activities, earnings and common stock price.
Governmental action to stabilize financial markets may not be effective or may have unforeseen results.
The recent enactment of the Emergency Economic Stabilization Act of 2008 and the U.S. Treasury plan to acquire commercial paper could affect our business in ways that we are currently unable to predict. In addition, the U.S. Treasury Department, the Federal Reserve and other U.S. and foreign governmental and regulatory bodies have taken or may take additional actions to address the financial crisis. There can be no assurance concerning the nature or scope of any impact such actions may have on the financial and credit markets, including the extreme levels of volatility and lack of liquidity and credit currently being experienced. Such continued volatility and liquidity constraints could materially and adversely affect our business, financial condition and results of operations, as well as the trading price of our common stock.
Recent market volatility may affect the market price of our common stock.
Stock markets have experienced significant price and volume volatility over the past year, and this volatility has increased to unprecedented levels in recent weeks. In addition to this volatility, prices of equity securities generally, including our common stock, have fluctuated significantly. The market price and volume of our common stock may continue to be subject to
significant fluctuations and downward trends due not only to general stock market conditions but also due to changes in market views regarding the banking industry generally, our business operations and prospects, and the future availability and cost of capital.
SPECIAL STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents incorporated by reference herein, contains statements that are “forward-looking statements.” You can identify forward-looking statements by the use of the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “outlook,” “will,” “should,” and other expressions that predict or indicate future events and trends and which do not relate to historical matters. You should not rely on forward-looking statements, because they involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. These risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking statements.
Some of the factors that might cause these differences include the following: changes in general national or regional economic conditions or conditions affecting the banking or financial services industries or financial capital markets, reductions in net interest income resulting from interest rate volatility as well as changes in the balance and mix of loans and deposits, reductions in the market value of wealth management assets under administration, reductions in loan demand, changes in loan collectibility, default and charge-off rates, changes in the value of investment securities, changes in the size and nature of our competition, changes in legislation or regulation and accounting principles, policies and guidelines and changes in the assumptions used in making such forward-looking statements. In addition, the factors described under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as filed with the SEC, may result in these differences. You should carefully review all of these factors, and you should be aware that there may be other factors that could cause these differences. These forward-looking statements were based on information, plans and estimates at the date of this prospectus or the date of the document incorporated by reference herein, as applicable, and we assume no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.
THE SELLING STOCKHOLDERS
We are filing this registration statement pursuant to the Registration Rights Agreement, dated October 2, 2008, by and among us and the entities listed on the table below under the lawsheading “Selling Stockholders” (to whom we refer to herein as the “selling stockholders”).
The selling stockholders are offering up to an aggregate of
Rhode Island as part of a plan of reorganization in which outstanding common2,500,000 shares of
The Washington Trust Company were exchanged forour 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.
Pursuantstock issued pursuant to the
merger agreement, we issuedShare Purchase Agreement, dated October 2, 2008, by and among us and the
1,010,808selling stockholders. We are registering the aforementioned shares of common stock
offered by this prospectusin order to
Ms. Langlois and Mr. Fogarty,permit the selling stockholders
to offer the shares for resale from time to time pursuant to obligations we undertook in
exchange for allconnection with the issuance of the
stock of Phoenix. As a result of a
mergershares. We have agreed to pay all expenses in connection 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
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 termsnot including underwriting, broker or similar fees or commissions 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 holdor any legal fees and expenses of counsel to the selling stockholders.
The following table sets forth, for each selling stockholder, the total number of shares of common stock currently beneficially owned, the number of shares of common stock covered by this prospectus
or
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 maximumtotal number of shares of common stock that the selling stockholder will beneficially own upon completion of this offering. The amounts set forth below are based upon information provided to us by representatives of the selling stockholders, or on our records, and are accurate to the best of our knowledge as of the date specified below. It is possible, however, that the selling stockholders may acquire or dispose of additional shares of common stock from time to time after the date of this prospectus. This table assumes that the selling stockholders will sell all of the shares of common stock covered by this prospectus. We cannot assure you that the selling stockholders will sell all or any portion of the common stock offered hereby.
The common stock offered by this prospectus may be offered from time to time by the selling stockholders named below, or by any of their pledgees, donees, transferees or other successors in interest, provided that such pledgees, donees, transferees or other successors in interest offering common stock using this prospectus are named as selling stockholders in this prospectus via supplement or amendment in accordance with the Securities Act (except where sales by any such person or entity under this prospectus by each of them. Becausecould not exceed 500 shares, in which case that person or entity need not be named in a prospectus supplement).
Selling Stockholders
| Common Stock Beneficially Owned(1) | Common Stock Offered Hereby | Common Stock to be Beneficially Owned After Offering(2) | Percentage of All Common Stock(3) |
| AIG Retirement Company I - Small Cap Fund (4) | 5,500 | 5,500 | 0 | * |
| Bay Pond Investors (Bermuda) L.P. (5) | 132,600 | 132,600 | 0 | * |
| Bay Pond Partners, L.P. (5) | 317,400 | 317,400 | 0 | * |
| John Hancock Bank and Thrift Fund | 198,110 | 198,110 | 0 | * |
| John Hancock Regional Bank Fund | 401,890 | 401,890 | 0 | * |
| Sandler O'Neill Asset Management, LLC - Malta Hedge Fund, L.P. (6) | 6,200 | 6,200 | 0 | * |
| Sandler O'Neill Asset Management, LLC - Malta Hedge Fund II, L.P. (6) | 36,000 | 36,000 | 0 | * |
| Sandler O'Neill Asset Management, LLC - Malta MLC Fund, L.P. (6) | 21,800 | 21,800 | 0 | * |
| Sandler O'Neill Asset Management, LLC - Malta MLC Offshore, Ltd. (6) | 25,400 | 25,400 | 0 | * |
| Sandler O'Neill Asset Management, LLC - Malta Offshore, Ltd. (6) | 10,600 | 10,600 | 0 | * |
| Royce Family Investments, LLC | 110,447.66 | 25,000 | 85,477.66 | * |
| Samlyn Offshore Ltd | 89,700 | 89,700 | 0 | * |
| Samlyn Onshore Fund LP | 60,300 | 60,300 | 0 | * |
| TD Mutual Funds - TD U.S. Small Cap Equity Fund (4) | 6,900 | 6.900 | 0 | * |
| T. Rowe Price Financial Services Fund, Inc. (4) | 50,000 | 50,000 | 0 | * |
| T. Rowe Price Institutional Small-Cap Stock Fund (4) | 27,200 | 27,200 | 0 | * |
| T. Rowe Price Personal Strategy Balanced Fund (4) | 3,700 | 3,700 | 0 | * |
| T. Rowe Price Personal Strategy Balanced Portfolio (4) | 500 | 500 | 0 | * |
| T. Rowe Price Personal Strategy Growth Fund (4) | 3,900 | 3,900 | 0 | * |
| T. Rowe Price Personal Strategy Income Fund (4) | 1,400 | 1,400 | 0 | * |
| T. Rowe Price Small-Cap Stock Fund, Inc. (4) | 400,900 | 400,900 | 0 | * |
| Wasatch Micro Cap Fund (7) | 225,000 | 225,000 | 0 | * |
| Wasatch Small Cap Value Fund (8) | 450,000 | 450,000 | 0 | * |
| | | | | |
| Total | 2,585,477.66 | 2,500,000 | 85,477.66 | * |
| (1) | As of October 2, 2008. |
| (2) | Assumes that each selling stockholder will sell all shares of common stock offered by it under this prospectus. |
| (3) | This number represents the percentage of common stock to be owned by the selling stockholder after completion of the offering, based on the number of shares of common stock outstanding as of September 30, 2008 (13,423,233 shares). |
| (4) | T. Rowe Price Associates, Inc. (“TRPA”) serves as investment adviser with power to direct investments and/or sole power to vote the securities owned by such selling stockholders, as well as securities owned by certain other individual and institutional investors. For purposes of reporting requirements of the Securities Exchange Act of 1934, as amended, TRPA may be deemed to be the beneficial owner of all of the shares of such selling stockholders; however, TRPA expressly disclaims that it is, in fact, the beneficial owner of such securities. TRPA is the wholly owned subsidiary of T. Rowe Price Group, Inc., which is a publicly traded financial services holding company. |
| (5) | Wellington Management Company, LLP (“Wellington”) is an investment adviser registered under the Investment Advisers Act of 1940, as amended. Wellington, in such capacity may be deemed to share beneficial ownership over the shares held by its client accounts. |
| (6) | Terry Maltese is the managing member and President of Sandler O’Neill Asset Management, LLC and certain of its affiliates (together “SOAM”). In this capacity, Mr. Maltese exercises voting and dispositive power over all shares of common stock beneficially owned by the SOAM investment funds, including the shares of common stock owned by such selling stockholders but disclaims beneficial ownership of these shares. |
| (7) | Wasatch Advisors, Inc. is the investment advisor for Wasatch Micro Cap Fund. Wasatch Advisors, Inc., through one of its portfolio managers, has voting and dispositive authority over the shares. Dan Chace has voting and dispositive authority over these shares and disclaims beneficial ownership of these shares. |
| (8) | Wasatch Advisors, Inc. is the investment advisor for Wasatch Small Cap Value Fund. Wasatch Advisors, Inc., through one of its portfolio managers, has voting and dispositive authority over the shares. James Larkins has voting and dispositive authority over these shares and disclaims beneficial ownership of these shares. |
USE OF PROCEEDS
We will not receive any proceeds from the sale by the selling stockholders of the securities covered by this prospectus.
PLAN OF DISTRIBUTION
The selling stockholders may sell
all or
otherwise transfer less than all their
sharesa portion of
the common stock
pursuant to this prospectus, we cannot estimate the
number of shares of common stock that will be heldbeneficially owned 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. Langloisthem and
Mr. Fogarty may offer and sell the shares of common
stock offered
by this prospectushereby from time to time
on any stock exchangedirectly or
automated interdealer quotation system on whichthrough one or more underwriters, broker-dealers or agents. If the common stock is
listed, insold through underwriters or broker-dealers, the
over-the-counter market, in privately negotiated transactionsselling stockholders will be responsible for underwriting discounts or
otherwise,
at fixed prices thatcommissions or agent’s commissions. The common stock may be
changed, at market prices prevailingsold on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale,
in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions at
fixed prices,
related toat prevailing market prices
at the time of the sale, at varying prices determined at the time of sale, or at
prices otherwise
negotiated. In addition to Ms. Langlois and Mr. Fogarty, this prospectusnegotiated prices. These sales may be
used by their pledgees, donees, transferees,effected in transactions, which may involve crosses or
any of their successors in
interest to offer and sell shares
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).block transactions. The selling stockholders may sell the
common stock byuse any 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 stockwhen selling shares: | · | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| · | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| · | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| · | an exchange distribution in accordance with the rules of the applicable exchange; |
| · | privately negotiated transactions; |
| · | settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; |
| · | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
| · | through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; |
| · | a combination of any such methods of sale; and |
| · | any other method permitted pursuant to applicable law. |
The selling stockholders also may resell all or 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 distributionshares in accordance with the rules of any stock
exchange on which the common stock is listed;
o ordinary brokerage transactions andopen market 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 withreliance upon Rule 144 under the Securities Act, of 1933as permitted by that rule, or Section 4(1) under the Securities Act, if available, rather than pursuant tounder this prospectus, regardlessprovided that they meet the criteria and conform to the requirements of whether the common stock is coveredthose provisions.
Broker-dealers engaged by
this prospectus.
From time to time, one or more of the selling stockholders may pledge,
hypothecate or grant a security interestarrange for other broker-dealers to participate in some or all ofsales. If the shares ofselling stockholders effect such transactions by selling common stock owned by them. The pledgees, secured partiesto 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 orthrough underwriters, and any applicable commission with respect to a particular offer will be set
forth in an accompanying prospectus supplement. Any underwriters, dealers,
brokersbroker-dealers or agents, participating in the distribution of the common stocksuch underwriters, broker-dealers or agents may receive compensationcommissions in the form of underwriting discounts, concessions or commissions from the selling stockholders or feescommissions from a selling stockholder and/or purchasers of a selling
stockholders'the common stock for whom they may act (which compensation as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated, but, except as set forth in a particular broker-dealer mightsupplement to this prospectus, in the case of an agency transaction will not be in excess of a customary commissions).
The selling stockholdersbrokerage commission in compliance with NASD Rule 2440; and any underwriters, brokers, dealers or
agents that participate in the distributioncase of a principal transaction a markup or markdown in compliance with NASD IM-2440. In connection with sales of the common stock may be deemed to
be "underwriters" withinor otherwise, 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 stockholderstockholders may enter into hedging transactions with broker-dealers and the broker-dealersor other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging thein positions they assume withassume. The selling stockholders may also sell common stock short and if such short sale shall take place after the date that the registration statement of which this prospectus is a part is
declared effective by the Securities and Exchange Commission (the “SEC”), the selling stockholder, including, without limitation,stockholders may deliver common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with distributions of
thesuch short sales. The selling stockholders may also loan or pledge common stock to broker-dealers that in turn may sell such shares, to the extent permitted by those broker-dealers. Aapplicable law. The selling stockholderstockholders may also enter into option or other transactions with broker-dealers that involveor other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of the shares of common stock offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). Notwithstanding the foregoing, the selling stockholders have been advised that they may not use shares registered on this registration statement to cover short sales of our common stock made prior to the broker-dealers, whodate the registration statement, of which this prospectus forms a part, has been declared effective by the SEC. The selling stockholders may, then resellfrom time to time, pledge or otherwise transfer those sharesgrant a security interest in some or all of common stock. A selling
stockholder may also loan or pledge the common stock offeredowned by this prospectus
to a broker-dealerthem and, if they default in the broker-dealerperformance of their secured obligations, the pledgees or secured parties may offer and sell the common stock offered byfrom time to time pursuant to this prospectus so loaned or upon a default may sellany amendment to this prospectus under Rule 424(b)(3) or otherwise transferother applicable provision of the pledged common stock offered bySecurities Act of 1933, as amended (the “Securities Act”), amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the common stock in other personscircumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The selling stockholders and any broker-dealer or agents participating in the sale or distribution of the common stock may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Each selling stockholder has informed us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. Upon being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (1) the name of each such selling stockholder and of the participating broker-dealer(s), (2) the number of shares involved, (3) the price at which such the common stock was sold, (4) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (5) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus,
and (6) other facts material to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed eight percent. Under the securities laws of some states, the common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
There can be no assurance that any selling stockholder will sell any or all of the common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part.
Each selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the
Securities Exchange Act
of 1934 and the rules and regulations thereunder, including,
without limitation, to the extent applicable, Regulation
M. This regulationM of the Exchange Act, which may limit the timing of purchases and sales of any of the
shares of common stock by the selling
stockholdersstockholder and any other
participating person.
The anti-manipulation rules underTo 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,extent applicable, Regulation M may
also 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
sharescommon stock. All of
common stock being distributed for a period of up to five business
days
before the distribution. These restrictionsforegoing 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 agreedwill pay all expenses of the registration of the common stock pursuant to a registration rights agreement, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any and any related legal expenses incurred by it. We will indemnify in certain circumstances the selling stockholders and any brokers, dealers and agents whoagainst certain liabilities, including some liabilities under the Securities Act, or the selling stockholders will be entitled to contribution. We may be deemed to be
underwriters, if any, of the shares of common stock coveredindemnified by the registration
statement,selling stockholders against certaincivil liabilities, including liabilities under the Securities Act, of 1933. The selling stockholders have agreedthat may arise from any written information furnished 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 uponspecifically 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 referenceuse 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.
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 respector we may be entitled 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. contribution.
INCORPORATION OF DOCUMENTS BY REFERENCE
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 CommissionSEC 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 CommissionSEC will automatically update and supersede the information in this prospectus, any supplement and the documents listed below. Our SEC file number is 001-32991. We incorporate by reference the specific documents listed belowbelow.
| · | Annual Report on Form 10-K for the year ended December 31, 2007, which was filed on February 25, 2008; |
| · | Quarterly Report on Form 10-Q for the three months ended June 30, 2008, which was filed on August 8, 2008; |
| · | Quarterly Report on Form 10-Q for the three months ended March 31, 2008, which was filed on May 6, 2008; |
| · | Current Report on Form 8-K, event date October 2, 2008, which was filed on October 3, 2008; |
| · | Current Report on Form 8-K, event date June 16, 2008, which was filed on June 20, 2008; |
| · | Current Report on Form 8-K, event date April 22, 2008, which was filed on April 24, 2008; |
| · | Current Report on Form 8-K, event date April 7, 2008, which was filed on April 11, 2008; |
| · | Our definitive proxy statement related to our 2008 Annual Meeting of Stockholders filed on March 14, 2008; and |
| · | The description of our common stock contained in the Registration Statement on Form 8-A, which was filed on August 16, 1996, and all amendments and reports updating such description. |
We also incorporate by reference any future filings
we makemade with the
Securities and Exchange
CommissionSEC under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act
(1) on or after the date of
1934 (file no. 000-13091) until allfiling of the
shares of common stock offered
underregistration statement containing this prospectus
are sold.
o Our Annual Report on Form 10-K forand prior to 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.
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)effectiveness of the Securities Exchange Act of 1934registration statement and (2) on or after the date of this prospectus but
beforeuntil the endearlier of any offeringthe date on which all of the securities made underregistered hereunder have been sold by the selling stockholders or this registration statement has been withdrawn. Those documents will become a part of this prospectus alsofrom the date that the documents are filed with the SEC.
Upon oral or written request and at no cost to the requester, we will
be consideredprovide to
be incorporated by reference.
You may requestany person, including a beneficial owner, to whom a prospectus is delivered, a copy of
these filings, and any
exhibits we have
specificallyor all of the information that has been 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,but not delivered with this prospectus. All requests should be made to: Washington Trust Bancorp, Inc.
, 23 Broad Street, Westerly, Rhode Island
02891.02891, Attention: Secretary. Telephone requests may be directed to
Ms. Eckelthe Secretary at
(401) 348-1200.401-348-1200. You should rely only on the information
containedincluded or incorporated by reference in this
prospectus or supplement thereto.
================================================================================
You should rely on the information
incorporated by reference or contained
in this prospectus or any supplement.prospectus. 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 supplementthe documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or those documents.
------------------------
WASHINGTON TRUST
BANCORP, INC.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Exchange Act, and we are required to file reports and proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and information at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site that contains reports, proxy and information statements and other information regarding
registrants, including Washington Trust Bancorp, Inc., that file electronically with the SEC. You may access the SEC’s web site at http://www.sec.gov.
EXPERTS
The consolidated financial statements of Washington Trust Bancorp, Inc. as of December 31, 2007 and 2006, and for each of the years in the three-year period ended December 31, 2007, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2007 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
Adler Pollock & Sheehan P.C., Providence, Rhode Island has passed upon the validity of the shares of our common stock offered by this prospectus.
2,500,000 Shares
Washington Trust Bancorp, Inc.
Common Stock
-------------------
Prospectus
-------------------
December __, 2000
================================================================================
PART II:
_______________________
PROSPECTUS
_______________________
, 2008
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
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 offeredregistered are set forth in the following table (all amounts except the registration fee are estimated):
| Registration fee—Securities and Exchange Commission | | $ | 2,169 | |
| Accountants’ fees and expenses | | | 10,000 | |
| Legal fees and expenses | | | 50,000 | |
| TOTAL | | $ | 62,169 | |
| | | | |
All expenses itemized above shall be borne by the Registrant.
us.
Item 15. Indemnification of Directors and Officers.
Officers
The Rhode Island Business Corporation Act (the "RIBCA"“RIBCA”) generally permits a corporation to indemnify a director or officer for liabilities and 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)(1) 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)(2) 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'scorporation’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
indemnification will be made unless authorized in the specific case after a determination hasbeen 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'sdirector’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.
| · | any breach of the director’s duty of loyalty to the corporation or its shareholders; |
| · | 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 7-1.2-811; or |
| · | any transaction from which the director derived an improper personal benefit unless such transaction is permitted under RIBCA Section 7-1.2-807. |
The Washington TrustRegistrant’s charter provides that no Director of Washington
Trustthe Registrant shall be liable to Washington Trustthe Registrant or to its shareholders for monetary damages for breach of the Director'sDirector’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
TrustRegistrant’s charter provides that if the Rhode Island General Laws areRIBCA is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of each Director of Washington Trustthe Registrant shall be eliminated or limited to the extent permitted by the Rhode Island
General Laws,RIBCA, as so amended.
The Washington Trust bylawsRegistrant’s By-laws provide that Washington Trustthe Registrant 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, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that hesuch person, or shea person of whom such person is the legal representative, is or was a Director, officer, employee or agent of Washington Trustthe Registrant to the fullest extent permitted by Rhode Island General Lawsthe RIBCA against all expenses, liability and loss the person actually incurs in connection with the proceeding. However, Washington Trustthe Registrant 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 Trustthe Registrant maintains directors'directors’ and officers'officers’ liability insurance in amounts and on terms which the Washington TrustRegistrant’s Board of Directors deems reasonable. In the ordinary course of business, the Washington TrustRegistrant’s 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:
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.
Exhibits| Exhibit No. | | | Description |
| 4.1 | | — | | Restated Articles of Incorporation of the Registrant – Filed as Exhibit 3.a to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000. |
| 4.2 | | — | | Amendment to Restated Articles of Incorporation – Filed as Exhibit 3.b to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002. |
| 4.3 | | — | | Amended and Restated By-Laws of the Registrant – Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated September 20, 2007. |
| *5.1 | | — | | Opinion of Adler Pollock & Sheehan P.C. |
| *15.1 | | — | | Letter Regarding Unaudited Interim Financial Information |
| *23.1 | | — | | Consent of KPMG LLP |
| *23.2 | | — | | Consent of Adler Pollock & Sheehan P.C. (included in Exhibit 5.1) |
| *24.1 | | — | | Power of Attorney (contained in signature page) |
Item 17. Undertakings.
(a)Undertakings
A. The
undersigned 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
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.
| (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 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 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 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 the Registration Statement or any material change to such information in the registration statement. |
| provided, however, that paragraphs (A)(1)(i), (A)(1)(ii) and (A)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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. |
| (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. |
| (4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
| (i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
| (5) | That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
| (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
| (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
| B. | 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 section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 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 foregoing provisions, 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 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the 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. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Washington
Trust Bancorp, Inc.the Registrant 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.
October 20, 2008.
WASHINGTON TRUST BANCORP, INC.
By: /s/ John C.Warren
John C. Warren
Chairman, Chief Executive Officer and Director
(principal executive officer)
By: /s/ David V. Devault
David V. Devault
Executive Vice President, Secretary,
Treasurer and Chief Financial Officer
(principal financial and principal
accounting officer)
KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints each of John C. Warren ------------------------------------------
John C. Warren
Chairman and Chief Executive Officer
David V. Devault as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), 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 any 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 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
* 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
| Signature | Title | Date |
| | |
| Chairman, Chief Executive Officer and Director (principal executive officer) | October 16, 2008 |
| John C. Warren |
| Executive Vice President, Secretary, Treasurer and Chief Financial Officer (principal financial and principal accounting officer) | October 16, 2008 |
| David V. Devault |
| Director | October 16, 2008 |
| Gary P. Bennett |
| Director | October 16, 2008 |
| Steven J. Crandall |
| Director | October 16, 2008 |
| Larry J. Hirsch |
| Director | October 16, 2008 |
| Barry G. Hittner |
| Director | October 16, 2008 |
| Katherine W. Hoxsie |
| Director | October 16, 2008 |
| Mary E. Kennard |
| Director | October 16, 2008 |
| Edward M. Mazze |
| Director | October 16, 2008 |
| Kathleen McKeough |
/s/ Victor J. Orsinger, II | Director | October 16, 2008 |
| Victor J. Orsinger, II |
/s/ H. Douglas Randall, III | Director | October 16, 2008 |
| H. Douglas Randall, III |
/s/ Patrick J. Shanahan, Jr. | Director | October 16, 2008 |
| Patrick J. Shanahan, Jr. |
| Director | October 16, 2008 |
| Neil H. Thorp |
| Director | October 16, 2008 |
| John F. Treanor |
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.
| Exhibit No. | | | Description |
| 4.1 | | — | | Restated Articles of Incorporation of the Registrant – Filed as Exhibit 3.a to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000. |
| 4.2 | | — | | Amendment to Restated Articles of Incorporation – Filed as Exhibit 3.b to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002. |
| 4.3 | | — | | Amended and Restated By-Laws of the Registrant – Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated September 20, 2007. |
| *5.1 | | — | | Opinion of Adler Pollock & Sheehan P.C. |
| *15.1 | | — | | Letter Regarding Unaudited Interim Financial Information |
| *23.1 | | — | | Consent of KPMG LLP |
| *23.2 | | — | | Consent of Adler Pollock & Sheehan P.C. (included in Exhibit 5.1) |
| *24.1 | | — | | Power of Attorney (contained in signature page) |