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) August 15, 1996
WASHINGTON TRUST BANCORP, INC.
(Exact name of registrant as specified in its charter)
RHODE ISLAND 0-13091 05-0404671
State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) identification No.)
23 Broad Street, Westerly, Rhode Island 02891
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (401) 348-1200
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Page 1 of 62 Pages
WASHINGTON TRUST BANCORP, INC.
FORM 8-K
Item 5. Other Events
On August 15, 1996, the Board of Directors of
Washington Trust Bancorp, Inc. (the "Corporation") declared
a dividend of one common share purchase right (a "Right")
for each share of common stock, par value $0.0625 per share
(the "Common Shares") outstanding on September 3, 1996 (the
"Record Date") to the shareholders of record on that date.
Each Right entitles the registered holder to purchase from
the Corporation, one Common Share of the Corporation, at a
price of $120.00 per Common Share (the "Purchase Price"),
subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Corporation and The Washington Trust
Company, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a
public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired
beneficial ownership of 15% or more of the outstanding
Common Shares, or (ii) 10 business days (or such later date
as may be determined by action of the Board of Directors
prior to such time as any Person becomes an Acquiring
Person) following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial
ownership by a person or group of 15% or more of such
outstanding Common Shares (the earlier of such dates being
called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such
Common Share certificate with a copy of this Summary of
Rights attached thereto.
The Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the
Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date or upon transfer
or new issuance of Common Shares will contain a notation
incorporating the Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of
the Rights), the surrender for transfer of any certificates
for Common Shares outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of
the Rights associated with the Common Shares represented by
such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the
Rights ("Right Certificates") will be mailed to holders of
record of the Common Shares as of the Close of Business on
the Distribution Date and such separate Right Certificates
alone will evidence the Rights.
The Rights are not exercisable until the Distribution
Date. The Rights will expire on August 31, 2006 (the "Final
Expiration Date"), unless the Final Expiration Date is
extended or unless the Rights are earlier redeemed by the
Corporation, in each case, as described below.
The Purchase Price payable, and the number of Common
Shares or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time
to time to prevent dilution in the event of a stock dividend
on, or a subdivision or combination of, the Common Shares,
in connection with a distribution of securities or assets in
respect of, in lieu of or in exchange for Common Shares,
whether by dividend, in a reclassification or
recapitalization or otherwise as set forth in the Rights
Agreement.
In the event that any person becomes an Acquiring
Person, proper provision shall be made so that each holder
of a Right, other than Rights beneficially owned by the
Acquiring Person and its Affiliates and Associates (which
will thereafter be void), will thereafter have the right to
receive upon exercise that number of Common Shares having a
market value of two times the exercise price of the Right.
In the event that, at any time after a Person becomes
an Acquiring Person, the Corporation is acquired in a merger
or other business combination transaction or 50% or more of
its consolidated assets or earning power are sold, proper
provision will be made so that each holder of a Right will
thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right,
that number of shares of common stock of the acquiring
company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
If the Corporation does not have sufficient Common
Shares to satisfy such obligation to issue Common Shares, or
if the Board of Directors so elects, the Corporation shall
deliver upon payment of the exercise price of a Right an
amount of cash or securities equivalent in value to the
Common Shares issuable upon exercise of a Right; provided
that, if the Corporation fails to meet such obligation
within 30 days following the later of (x) the first
occurrence of an event triggering the right to purchase
Common Shares and (y) the date on which the Corporation's
right to redeem the Rights expires, the Corporation must
deliver, upon exercise of a Right but without requiring
payment of the exercise price then in effect, Common Shares
(to the extent available) and cash equal in value to the
difference between the value of the Common Shares otherwise
issuable upon the exercise of a Right and the exercise price
then in effect. The Board of Directors may extend the 30-
day period described above for up to an additional 60 days
to permit the taking of action that may be necessary to
authorize sufficient additional Common Shares to permit the
issuance of Common Shares upon the exercise in full of the
Rights.
At any time after any Person becomes an Acquiring
Person and prior to the acquisition by any person or group
of a majority of the outstanding Common Shares, the Board of
Directors of the Corporation may exchange the Rights (other
than Rights owned by such person or group which have become
void), in whole or in part, at an exchange ratio of one
Common Share per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments require
an adjustment of at least 1% in such Purchase Price. No
fractional Common Shares are required to be issued.
Fractional shares may, at the election of the Corporation,
be evidenced by depositary receipts. In lieu of fractional
shares, an adjustment in cash will be made based on the
market price of the Common Shares on the last trading day
prior to the date of exercise.
At any time prior to the time any Person becomes an
Acquiring Person, the Board of Directors of the Corporation
may redeem the Rights in whole, but not in part, at a price
of $0.001 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time,
on such basis and with such conditions as the Board of
Directors in its sole discretion may establish. Immediately
upon any redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Corporation without the consent of the
holders of the Rights, except that from and after such time
as any person becomes an Acquiring Person no such amendment
may adversely affect the interests of the holders of the
Rights (other than the Acquiring Person and its Affiliates
and Associates).
Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the
Corporation, including, without limitation, the right to
vote or to receive dividends.
A copy of the Agreement is available free of charge
from the Corporation. This summary description of the
Rights does not purport to be complete and is qualified in
its entirety by reference to the Agreement, which is hereby
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
Exhibit No.
Exhibit 4 Rights Agreement between the Registrant
and The Washington Trust Company dated as of
August 15, 1996.
Exhibit 99 Washington Trust Bancorp, Inc.
Press Release Dated August 16, 1996
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.
(Registrant)
August 23, 1996 By: Joseph J. Kirby
---------------------------------
Joseph J. Kirby, Chairman and
Chief Executive Officer