SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
June 26, 2000
WASHINGTON TRUST BANCORP, INC.
(Exact name of registrant as specified in its charter)
RHODE ISLAND 0-13091 05-0404671
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(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation or organization) File Number) Identification No.)
23 Broad Street, Westerly, Rhode Island 02891
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (401) 348-1200
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NOT APPLICABLE
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(Former name, former address and former fiscal year, if changed since last
report)
WASHINGTON TRUST BANCORP, INC.
FORM 8-K
Item 5. Other Events
On June 26, 2000, Washington Trust Bancorp, Inc. ("Parent"), merged
(the "Merger") its wholly-owned subsidiary, PhxIMC Acquisition Corp. ("Merger
Sub"), with and into Phoenix Investment Management Company, Inc. ("Phoenix")
pursuant to the terms of the Agreement and Plan of Merger dated April 24, 2000
(the "Agreement") among Parent, The Washington Trust Company ("Bank"), Merger
Sub, Phoenix and the shareholders of Phoenix. The following discussion is only a
summary and is qualified in its entirety by reference to the Exhibits to this
Current Report on Form 8-K.
Pursuant to the Agreement, Merger Sub merged with and into Phoenix,
with Phoenix being the surviving corporation. In the Merger, the then
outstanding shares of Phoenix were converted into the right to receive up to an
aggregate of 1,010,808 shares of Parent common stock. Those shares were issued
in connection with the Merger. Parent contributed to Bank all of its shares in
the surviving company and upon such contribution, Bank liquidated and dissolved
the surviving company. The transaction will be recorded using the pooling of
interests method of accounting. Hereafter, the business of the surviving company
shall be conducted through Bank.
Bank intends to continue Phoenix's business activities and will engage
in investment advisory services, providing separate account investment
management services for high net worth individuals, foundations, endowments,
retirement funds, corporations and municipalities. Those services include asset
allocation analysis and equity, fixed income and balanced portfolio management.
As of June 26, 2000, Phoenix had approximately $750 million of assets under
management. Gerald J. Fogarty and Marie J. Langlois, the shareholders of
Phoenix, became employees of Bank through employment agreements effective as of
the date of the Merger.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
c. Exhibits
2.1 Agreement and Plan of Merger dated April 24, 2000 among Washington
Trust Bancorp, Inc., The Washington Trust Company, PhxIMC Acquisition
Corp., Phoenix Investment Management Company, Inc., Gerald J. Fogarty
and Marie J. Langlois (excluding exhibits and schedules). Incorporated
herein by reference to the Registrant's Form 8-K filed May 5, 2000.
99.1 Press release of Washington Trust Bancorp, Inc. issued June 26, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WASHINGTON TRUST BANCORP, INC.
Dated: July 3, 2000 By: John C. Warren
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John C. Warren
Chairman of the Board and
Chief Executive Officer