UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1996
-----------------------
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------------------------
COMMISSION FILE NUMBER: 000-13091
WASHINGTON TRUST BANCORP, INC.
------------------------------
(Exact name of registrant as specified in its charter)
RHODE ISLAND 05-0404671
------------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23 BROAD STREET, WESTERLY, RHODE ISLAND 02891
--------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (401) 348-1200
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.0625 PAR VALUE PER SHARE
----------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant was $128,982,909 at March 17, 1997 which includes $11,620,375 held by
The Washington Trust Company under trust agreements and other instruments.
The number of shares of common stock of the registrant outstanding as of March
17, 1997 was 4,372,302.
Page 1 of 90
Exhibit Index page 21
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Registrant's 1996 Annual Report to Shareholders.
(Parts I, II and IV)
2. Portions of the Registrant's Proxy Statement dated March 19, 1997 for the
1997 Annual Meeting of Shareholders. (Part III)
===============================================================================
FORM 10-K
WASHINGTON TRUST BANCORP, INC.
For the Year Ended December 31, 1996
TABLE OF CONTENTS
Description Page Number
----------- -----------
Part I
Item 1 Business
Item 2 Properties
Item 3 Legal Proceedings
Item 4 Submission of Matters to a Vote of Security Holders
Executive Officers of the Registrant
Part II
Item 5 Market for the Registrant's Common Stock
and Related Stockholder Matters
Item 6 Selected Financial Data
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 8 Financial Statements and Supplementary Data
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Part III
Item 10 Directors and Executive Officers of the Registrant
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and
Management
Item 13 Certain Relationships and Related Transactions
Part IV
Item 14 Exhibits, Financial Statement Schedules and Reports
on Form 8-K
Signatures
This report contains forward-looking information, including statements regarding
the Corporation's plans, objectives, expectations and intentions. The
Corporation's actual results may differ significantly from the results discussed
in the forward-looking statements. Factors that might cause such a difference
include, but are not limited to, (i) changes in the economy in the geographic
region served by the Corporation; (ii) the effect of changes in laws and
regulations, including federal and state banking laws and regulations, with
which the Corporation must comply; (iii) the effect of changes in accounting
policies and practices; (iv) the effect on the Corporation's competitive
position within its market area of the increasing consolidation within the
banking and financial services industries, including the increased competition
from larger regional and out-of-state banking organizations as well as nonbank
providers of various financial services; and (v) the effect of changes in
interest rates.
PART I
------
ITEM 1. BUSINESS
- -----------------
WASHINGTON TRUST BANCORP, INC.
Washington Trust Bancorp, Inc. (the "Corporation") is a publicly-owned,
registered bank holding company, organized in 1984 under the laws of the state
of Rhode Island, whose subsidiaries are permitted to engage in banking and other
financial services and businesses. The Corporation conducts its business through
its wholly-owned subsidiary, The Washington Trust Company (the "Bank"), a Rhode
Island chartered commercial bank. The deposits of the Bank are insured by the
Federal Deposit Insurance Corporation ("FDIC"), subject to regulatory limits.
The Corporation was formed in 1984 under a plan of reorganization in which
outstanding common shares of The Washington Trust Company were exchanged for
common shares of Washington Trust Bancorp, Inc. At December 31, 1996 the
Corporation had total consolidated assets of $695 million, deposits of $477
million and equity capital of $59 million.
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. See "Market Area and Competition" below
for further information.
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 services
Automated teller machines (ATMs) are located at each of the Bank's banking
offices. The Bank is a member of the NYCE, Plus and Cashstream 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's Trust and Investment Department 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. The
market value of total trust assets amounted to $539 million as of December 31,
1996.
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, 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, deposit taxes and assessments, advertising and promotion
and other administrative expenses.
The following is a summary of the relative amounts of income producing functions
as a percentage of gross operating income during the past five years:
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Interest and fees on:
Residential real estate loans 27% 29% 31% 33% 37%
Commercial and other loans 30 33 32 30 31
Consumer loans 10 10 9 8 9
- --------------------------------------- ------------ ------------ ------------ ------------ ------------
Total loan income 67 72 72 71 77
Interest and dividends on securities 18 13 13 13 9
Trust income 7 7 7 7 6
Other noninterest income 8 8 8 9 8
- --------------------------------------- ------------ ------------ ------------ ------------ ------------
Gross operating income 100% 100% 100% 100% 100%
- --------------------------------------- ------------ ------------ ------------ ------------ ------------
The percentage of gross income derived from interest and fees on loans was 67%
in 1996, down from a five-year high of 77% in 1992, primarily due to a higher
level of securities as a percentage of total assets. (See the caption
"Securities" included in Management's Analysis of Financial Statements of the
Corporation's 1996 Annual Report to Shareholders incorporated herein by
reference.)
MARKET AREA AND COMPETITION
The Bank's market area includes Washington County and a portion of Kent County
in southern Rhode Island, as well as a portion of New London County in
southeastern Connecticut. The Bank operates seven banking offices in these Rhode
Island counties and opened its first banking office in Connecticut in March
1997. The locations of the banking offices are as follows:
Westerly, RI (2 locations) Charlestown, RI Narragansett, RI
Richmond, RI North Kingstown, RI New Shoreham (Block Island), RI
Mystic, CT
The Bank's banking offices in Charlestown and on Block Island are the only bank
facilities in those Rhode Island communities. The North Kingstown branch
facility opened in February 1997 and the Mystic branch was acquired from another
bank in March 1997. Additionally, the Bank plans to open two supermarket
branches during the second quarter of 1997.
The Bank faces strong competition from branches of major Rhode Island and
regional commercial banks, local branches of certain Connecticut banks, as well
as various credit unions, savings institutions and, to some extent, finance
companies. The principal methods of competition are through interest rates,
financing terms and other customer conveniences. The Bank had 29% of total
deposits reported by financial institutions for banking offices within its
market area as of June 30, 1996. The closest competitor held 24%, and the second
closest competitor held 18% of total deposits in the market area. The
Corporation believes that being the largest commercial banking institution
headquartered within the market area provides a competitive advantage over other
financial institutions. The Bank has a marketing department which is responsible
for the review of existing products and services and the development of new
products and services.
EMPLOYEES
As of December 31, 1996 the Corporation employed approximately 274 full-time and
39 part-time employees, an increase of 7.1% over 1995. Additional staffing was
added primarily to accommodate the banking offices scheduled to open in early
1997. Management believes that its employee relations are good.
SUPERVISION AND REGULATION
General - The business in which the Corporation and the Bank are engaged is
subject to extensive supervision, regulation, and examination by various bank
regulatory authorities and other agencies of federal and state government. The
supervisory and regulatory activities of these authorities are often intended
primarily for the protection of customers or are aimed at carrying out broad
public policy goals that may not be directly related to the financial services
provided by the Corporation and the Bank, nor intended for the protection of the
Corporation's shareholders. To the extent that the following information
describes statutory and regulatory provisions, it is qualified in its entirety
by reference to the particular statutory and regulatory provisions. Proposals to
change regulations and laws which affect the banking industry are frequently
raised at the federal and state level. The potential impact on the Corporation
of any future revisions to the supervisory or regulatory structure cannot be
determined.
The Corporation and the Bank are required by various authorities to file
extensive periodic reports of financial and other information and such other
reports as the regulatory and supervisory authorities may require. The
Corporation is also subject to the reporting and other requirements of the
Securities Exchange Act of 1934, as amended.
The Corporation is a bank holding company registered under the Bank Holding
Company Act of 1956, as amended (the "BHC Act"). As a bank holding company, the
activities of the Corporation are regulated by the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"). The BHC Act requires that
the Corporation obtain prior approval of the Federal Reserve Board to acquire
control over a bank or certain nonbank entities and restricts the activities of
the Corporation to those closely related to banking. Federal law also regulates
transactions between the Corporation and the Bank, including loans or extensions
of credit.
The Bank is subject to the supervision of, and examination by, the FDIC and the
State of Rhode Island. The Bank is also subject to various Rhode Island business
and banking regulations.
Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) - Among
other things, FDICIA requires the federal banking regulators to take prompt
corrective action with respect to depository institutions that do not meet
minimum capital requirements.
FDICIA established five capital tiers, ranging from "well-capitalized" to
"critically undercapitalized." A depository institution is well-capitalized if
it significantly exceeds the minimum level required by regulation for each
relevant capital measure. Under FDICIA, an institution that is not
well-capitalized is generally prohibited from accepting brokered deposits and
offering interest rates on deposits higher than the prevailing rate in its
market. At December 31, 1996, the Bank's capital ratios placed it in the
well-capitalized category. Reference is made to Note 15 to the Corporation's
Consolidated Financial Statements included in its 1996 Annual Report to
Shareholders incorporated herein by reference for additional discussion of the
Corporation's regulatory capital requirements.
Another primary purpose of FDICIA was to recapitalize the Bank Insurance Fund
(BIF). The FDIC adopted a risk-related premium system for the assessment period
beginning January 1, 1993. Under this new system, each institution's assessment
rate is based on its capital ratios in combination with a supervisory evaluation
of the risk the institution poses to the BIF. Banks deemed to be
well-capitalized and who pose the lowest risk to the BIF will pay the lowest
assessment rates, while undercapitalized banks, who present the highest risk,
will pay the highest rates.
FDICIA contained other significant provisions that require the federal banking
regulators to establish standards for safety and soundness for depository
institutions and their holding companies in three areas: (i) operational and
managerial; (ii) asset quality, earnings and stock valuation; and (iii)
management compensation. The legislation also required that risk-based capital
requirements contain provisions for interest rate risk, credit risk and risks of
nontraditional activities. FDICIA also imposed expanded accounting and audit
reporting requirements for depository institutions. In addition, FDICIA imposed
numerous restrictions on state-chartered banks, including those which generally
limit investments and activities to those permitted to national banks, and
contains several consumer banking law provisions.
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (Interstate
Act) - The Interstate Act permits adequately capitalized bank holding companies
to acquire banks in any state subject to certain concentration limits and other
conditions. Also, effective June 1, 1997, the Interstate Act will authorize the
interstate merger of banks, subject to the right of individual states to "opt
in" or "opt out" of this authority prior to such date. In addition, among other
things, the Interstate Act permits banks to establish new branches on an
interstate basis provided that such action is specifically authorized by the law
of the host state. Both Rhode Island and Connecticut, the two states in which
the Corporation conducts banking operations, have adopted legislation to "opt
in" to interstate merger and branching provisions that effectively eliminated
state law barriers.
Dividend Restrictions - The Corporation's revenues consist of cash dividends
paid to it by the Bank. Such payments are restricted pursuant to various state
and federal regulatory limitations. Reference is made to Note 15 to the
Corporation's Consolidated Financial Statements included in its 1996 Annual
Report to Shareholders incorporated herein by reference for additional
discussion of the Corporation's ability to pay dividends.
Capital Guidelines - Regulatory guidelines have been established that require
bank holding companies and banks to maintain minimum ratios of capital to
risk-adjusted assets. Banks are required to have minimum core capital (Tier 1)
of 4% and total risk-adjusted capital (Tier 1 and Tier 2) of 8%. For the
Corporation, Tier 1 capital is essentially equal to shareholders' equity
excluding the net unrealized gain on securities available for sale. Tier 2
capital consists of a portion of the allowance for loan losses (limited to 1.25%
of total risk-weighted assets). As of December 31, 1996, net risk-weighted
assets amounted to $401.3 million, the Tier 1 capital ratio was 13.67% and the
total risk-based capital ratio was 14.93%.
The Tier 1 leverage ratio is defined as Tier 1 capital (as defined under the
risk-based capital guidelines) divided by average assets (net of intangible
assets and excluding the effects of accounting for securities available for sale
under SFAS No. 115). The minimum leverage ratio is 3% for banking organizations
that do not anticipate significant growth and that have well-diversified risk
(including no undue interest rate risk), excellent asset quality, high liquidity
and strong earnings. Other banking organizations are expected to have ratios of
at least 4 - 5%, depending on their particular condition and growth plans.
Higher capital ratios could be required if warranted by the particular
circumstances or risk profile of a given banking organization. The Corporation's
Tier 1 leverage ratio was 8.62% as of December 31, 1996. The Federal Reserve has
not advised the Corporation of any specific minimum Tier 1 leverage capital
ratio applicable to it.
GUIDE 3 STATISTICAL DISCLOSURES
- -------------------------------
The following tables contain additional consolidated statistical data about the
Corporation and the Bank.
I. DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; INTEREST RATES
AND INTEREST DIFFERENTIAL
- -------------------------------------------------------------------------------
A. Average balance sheets are presented on page 21 of the Corporation's 1996
Annual Report to Shareholders under the caption "Average Balances/Net
Interest Margin (Fully Taxable Equivalent Basis)", and are incorporated
herein by reference. Nonaccrual loans are included in average loan
balances. Average balances are based upon daily averages.
B. An analysis of net interest earnings, including interest earned and paid,
average yields and costs, and net yield on interest-earning assets, is
presented on page 21 of the Corporation's 1996 Annual Report to
Shareholders under the caption "Average Balances/Net Interest Margin (Fully
Taxable Equivalent Basis)", and is incorporated herein by reference.
Interest income is reported on the fully taxable-equivalent basis. Tax
exempt income is converted to a fully taxable equivalent basis by assuming
a 34% marginal federal income tax rate adjusted for applicable state income
taxes net of the related federal tax benefit. For dividends on corporate
stocks, the 70% federal dividends received deduction is also used in the
calculation of tax equivalency. Interest on nonaccrual loans is included in
the analysis of net interest earnings to the extent that such interest
income has been recognized in the Consolidated Statements of Income. See
Guide 3 Item III.C.1.
C. An analysis of rate/volume changes in interest income and interest expense
is presented on page 22 of the Corporation's 1996 Annual Report to
Shareholders under the caption "Volume/Rate Analysis - Interest Income and
Expense (Fully Taxable Equivalent Basis)", and is incorporated herein by
reference. The net change attributable to both volume and rate has been
allocated proportionately.
II. SECURITIES HELD TO MATURITY AND SECURITIES AVAILABLE FOR SALE
- ------------------------------------------------------------------
A. The carrying amounts of securities held to maturity as of the dates
indicated are presented in the following table:
December 31, 1996 1995 1994
---------------------------------------- -------------------- --------------------- --------------------
U.S. Treasury obligations and
obligations of U.S. government-
sponsored agencies $ -- $ -- $20,413,017
Mortgage-backed securities 12,343,916 13,947,011 21,696,508
States and political subdivisions 15,581,939 14,925,980 10,387,091
---------------------------------------- --------------------- --------------------- --------------------
$27,925,855 $28,872,991 $52,496,616
---------------------------------------- --------------------- --------------------- --------------------
The carrying amounts of securities available for sale as of the dates
indicated are summarized in the table below. Effective January 1, 1994, the
Corporation adopted Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities" (SFAS
No. 115). The Statement requires that securities available for sale be
reported at fair value, with any unrealized gains and losses excluded from
earnings and reported as a separate component of shareholders' equity, net
of tax, until realized. Therefore, the carrying value of securities
available for sale presented below is equal to market value.
December 31, 1996 1995 1994
------------------------------------------- -------------------- -------------------- --------------------
U.S. Treasury obligations and
obligations of U.S. government-
sponsored agencies $ 49,102,377 $37,877,528 $24,533,220
Mortgage-backed securities 128,503,618 30,026,897 --
Corporate stocks 20,711,458 17,647,910 9,076,095
------------------------------------------- -------------------- -------------------- --------------------
$198,317,453 $85,552,335 $33,609,315
------------------------------------------- -------------------- -------------------- --------------------
During the fourth quarter of 1995, the Corporation transferred a pool of
debt securities with a book value of $37.1 million, consisting primarily of
U.S. Treasury and government agency obligations and mortgage-backed
securities, from the held-to-maturity category to the available-for-sale
category. The transfer was made in response to a special report issued by
the Financial Accounting Standards Board which allowed enterprises a
one-time opportunity to reassess the appropriateness of their securities
classifications under SFAS No. 115.
B. Maturities of debt securities as of December 31, 1996 are presented in the
following tables. Mortgage-backed securities are included based on their
weighted average maturities, adjusted for anticipated prepayments. Yields
on tax exempt obligations were not computed on a tax equivalent basis.
Mortgage-backed States and Political
Securities Subdivisions Total Debt Securities
------------------------ ------------------------ --------------------------------------
Weighted Weighted Weighted
Amortized Average Amortized Average Amortized Average Fair
SECURITIES HELD TO Cost Yield Cost Yield Cost Yield Value
MATURITY
------------------------ ------------------------ ----------------------- -------------
Due in 1 year or less $1,796,251 7.66% $1,485,770 4.34% $3,282,021 6.16% $3,315,110
After 1 year but within 5,425,184 7.66 13,279,707 4.25 18,704,891 5.23 18,786,147
5 years
After 5 years but within 3,866,478 7.64 517,088 4.27 4,383,566 7.24 4,439,374
10 years
After 10 years 1,256,003 7.87 299,374 3.82 1,555,377 7.09 1,573,796
------------------------ ------------------------ ----------------------- -------------
Totals $12,343,916 7.67% $15,581,939 4.25% $27,925,855 5.76% $28,114,427
------------------------ ------------------------ ----------------------- -------------
U.S. Treasury
obligations and
obligations of U.S. Mortgage-backed
government-sponsored Securities Total Debt Securities
agencies
------------------------ ------------------------- ---------------------------------------
Weighted Weighted Weighted
Amortized Average Amortized Average Amortized Average Fair
SECURITIES AVAILABLE FOR Cost Yield Cost Yield Cost Yield Value
SALE
------------------------ ------------------------- ------------------------- -------------
Due in 1 year or less $7,129,827 5.69% $18,988,404 6.75% $26,118,231 6.46% $26,026,634
After 1 year but within 34,223,151 6.42 48,900,560 6.75 83,123,711 6.62 82,868,699
5 years
After 5 years but within 6,868,943 6.79 25,459,500 6.79 32,328,443 6.79 32,301,117
10 years
After 10 years 491,675 13.00 35,883,118 6.66 36,374,793 6.75 36,409,545
------------------------ ------------------------- ------------------------ --------------
Totals $48,713,596 6.43% $129,231,582 6.73% $177,945,178 6.65% $177,605,995
------------------------ ------------------------- ------------------------- -------------
C. Not applicable.
III. LOAN PORTFOLIO
- --------------------
A. The following table sets forth the composition of the Corporation's loan
portfolio for each of the past five years:
December 31, 1996 1995 1994 1993 1992
---------------------------------- ----------------- ---------------- ---------------- ---------------- ----------------
Residential real estate:
Mortgages $171,422,970 $167,510,929 $170,366,731 $153,506,179 $142,322,653
Homeowner construction 4,631,288 3,071,177 6,933,793 6,120,171 5,124,603
----------------- ---------------- ---------------- ---------------- ----------------
Total residential real estate 176,054,258 170,582,106 177,300,524 159,626,350 147,447,256
----------------- ---------------- ---------------- ---------------- ----------------
Commercial:
Mortgages: 66,223,610 58,837,483 56,014,628 49,194,243 41,952,619
Construction and development 4,173,630 5,968,404 12,089,966 10,719,271 11,923,274
Other 109,485,405 96,830,889 103,334,837 103,721,694 100,013,004
----------------- ---------------- ---------------- ---------------- ----------------
Total commercial 179,882,645 161,636,776 171,439,431 163,635,208 153,888,897
----------------- ---------------- ---------------- ---------------- ----------------
Consumer 63,056,511 54,240,010 45,186,245 34,100,374 32,645,643
----------------- ---------------- ---------------- ---------------- ----------------
$418,993,414 $386,458,892 $393,926,200 $357,361,932 $333,981,796
----------------- ---------------- ---------------- ---------------- ----------------
B. An analysis of the maturity and interest rate sensitivity of Real Estate
Construction and Other Commercial loans as of December 31, 1996 follows:
One Year One to five After five
Matures in: or Less Years Years Total
---------------------------------------- ----------------- ---------------- ----------------- ---------------
Construction and development (*) $2,249,583 $759,049 $5,796,286 $8,804,918
Commercial - other 41,675,601 44,318,590 23,491,214 109,485,405
--------------------------------------- ----------------- ---------------- ----------------- ----------------
$43,925,184 $45,077,639 $29,287,500 $118,290,323
--------------------------------------- ----------------- ---------------- ----------------- ----------------
<FN>
(*) Includes homeowner construction and commercial construction and
development. Maturities of homeowner construction loans are included based
on their contractual conventional mortgage repayment terms following the
completion of construction.
</FN>
Sensitivity to changes in interest rates for all such loans due after one
year is as follows:
Floating or
Predetermined Adjustable
Rates Rates Totals
------------------- ------------------------------ -----------
Principal due after one year $18,143,168 $56,221,971 $74,365,139
------------------ ------------------------- ------------------
C. Risk Elements
Reference is made to the caption "Asset Quality" included in Management's
Analysis of Financial Statements on pages 25-28 of the Corporation's 1996
Annual Report to Shareholders incorporated herein by reference. Included
therein is a discussion of the Corporation's credit review and accounting
practices, as well as information relevant to nonperforming assets at
December 31, 1996.
1. Nonaccrual, Past Due and Restructured Loans.
a) Nonaccrual loans as of the dates indicated were as follows:
December 31, 1996 1995 1994 1993 1992
----------------- ------------------ ----------------- ------------------ ----------------- -----------------
$7,542,400 $8,573,656 $10,911,999 $16,221,963 $21,306,840
------------------ ----------------- ------------------ ----------------- -----------------
Loans, with the exception of credit card loans and certain well-secured
residential mortgage loans, are placed on nonaccrual status and interest
recognition is suspended when such loans are 90 days or more overdue with
respect to principal and/or interest. Well-secured residential mortgage
loans are permitted to remain on accrual status provided that full
collection of principal and interest is assured. Loans are also placed on
nonaccrual status when, in the opinion of management, full collection of
principal and interest is doubtful. Interest previously accrued, but not
collected on such loans is reversed against current period income. Cash
receipts on nonaccrual loans are recorded as interest income, or as a
reduction of principal if full collection of the loan is doubtful or if
impairment of the collateral is identified. Loans are removed from
nonaccrual status when they have been current as to principal and interest
for a period of time, the borrower had demonstrated an ability to comply
with repayment terms, and when, in management's opinion, the loans are
considered to be fully collectible.
For the year ended December 31, 1996, the gross interest income that would
have been recognized if loans on nonaccrual status had been current in
accordance with their original terms was approximately $843,000. Interest
recognized on these loans amounted to approximately $495,000.
There were no significant commitments to lend additional funds to borrowers
whose loans were on nonaccrual status at December 31, 1996.
b) Loans contractually past due 90 days or more and still accruing for the
dates indicated were as follows:
December 31, 1996 1995 1994 1993 1992
----------------- ------------------ ----------------- ------------------ ----------------- -----------------
$1,446,967 $256,276 $24,124 $22,455 $42,648
------------------ ----------------- ------------------ ----------------- -----------------
c) Restructured accruing loans for the dates indicated were as follows:
December 31, 1996 1995 1994 1993 1992
----------------- ------------------ ----------------- ------------------ ----------------- -----------------
$ -- $ -- $364,824 $ -- $1,476,000
------------------ ----------------- ------------------ ----------------- -----------------
Restructured accruing loans include those for which concessions, such as
reduction of interest rates other than normal market rate adjustments or
deferral of principal or interest payments, have been granted due to a
borrower's financial condition. Interest on restructured loans is accrued at
the reduced rate. No loans were restructured during 1996.
2. Potential Problem Loans.
Potential problem loans consist of certain accruing commercial loans that
were less than 90 days past due at December 31, 1996, but were identified
by management of the Bank as potential problem loans. Such loans are
characterized by weaknesses in the financial condition of borrowers or
collateral deficiencies. Based on historical experience, the credit quality
of some of these loans may improve as a result of collection efforts, while
the credit quality of other loans may deteriorate, resulting in some amount
of losses. These loans are not included in the analysis of nonaccrual, past
due and restructured loans in Section III.C.1 above. At December 31, 1996,
potential problem loans amounted to approximately $5.2 million. The
Corporation's loan policy provides guidelines for the review of such loans
in order to facilitate collection.
Depending on future events, the potential problem loans referred to above,
and others not currently identified, could be classified as nonperforming
in the future.
3. Foreign Outstandings. None
4. Loan Concentrations. The Corporation has no concentration of loans which
exceed 10% of its total loans except as disclosed by types of loan in
Section III.A.
D. Other Interest-Bearing Assets: None
IV. SUMMARY OF LOAN LOSS EXPERIENCE
- ------------------------------------
A. The allowance for loan losses is available for future credit losses
inherent in the loan portfolio. The level of the allowance is based on
management's ongoing review of the growth and composition of the loan
portfolio, net charge-off experience, current and expected economic
conditions, and other pertinent factors. Loans (or portions thereof) deemed
to be uncollectible are charged against the allowance and recoveries of
amounts previously charged off are added to the allowance. Loss provisions
charged to earnings are added to the allowance to bring it to the desired
level. Loss experience on loans is presented in the following table for the
years indicated.
Analysis of the Allowance for Loan Losses
December 31, 1996 1995 1994 1993 1992
------------------------------------- -------------- -------------- -------------- --------------- ---------------
Balance at beginning of year $7,784,516 $9,327,942 $9,089,775 $7,872,351 $6,474,272
Charge-offs (domestic):
Residential:
Mortgages 147,107 301,182 158,526 203,472 260,848
Homeowner construction -- -- -- -- --
Commercial:
Mortgages 320,834 795,858 405,624 927,720 24,154
Construction and development 15,000 526,224 9,240 -- 114,315
Other 414,678 1,451,066 512,020 374,424 2,522,916
Consumer 375,529 341,737 250,840 375,575 494,756
-------------- -------------- -------------- --------------- ---------------
Total charge-offs 1,273,148 3,416,067 1,336,260 1,884,191 3,416,989
-------------- -------------- -------------- --------------- ---------------
Recoveries (domestic):
Residential:
Mortgages 10,571 114,083 21,329 2,278 --
Homeowner construction -- -- -- -- --
Commercial:
Mortgages 31,198 13,384 21,830 84,351 200
Construction and development -- -- 10,948 20,756 29,424
Other 628,095 217,078 188,722 174,976 192,844
Consumer 113,906 128,096 74,686 44,847 62,524
-------------- -------------- -------------- --------------- ---------------
Total recoveries 783,770 472,641 317,515 327,208 284,992
-------------- -------------- -------------- --------------- ---------------
Net charge-offs 489,378 2,943,426 1,018,745 1,556,983 3,131.997
Additions charged to earnings 1,200,000 1,400,000 1,256,912 2,774,407 4,530,076
-------------- -------------- -------------- --------------- ---------------
Balance at end of year $8,495,138 $7,784,516 $9,327,942 $9,089,775 $7,872,351
-------------- -------------- -------------- --------------- ---------------
Net charge-offs to average loans .12% .75% .27% .45% .87%
-------------- -------------- -------------- --------------- ---------------
B. The following table presents the allocation of the allowance for loan losses.
December 31, 1996 1995 1994 1993 1992
---------------------------------- ------------ ------------ ------------ ------------ -------------
Residential:
Mortgages $1,229,578 1,066,281 1,134,916 1,136,341 1,132,855
% of these loans to all loans 40.9% 43.4% 43.2% 43.0% 42.6%
Homeowner construction 33,219 19,412 44,047 33,661 35,222
% of these loans to all loans 1.1% .8% 1.8% 1.7% 1.5%
Commercial:
Mortgages 1,189,194 1,640,176 1,364,993 1,246,070 1,253,447
% of these loans to all loans 15.8% 15.2% 14.2% 13.8% 12.6%
Construction and development 49,015 133,754 275,681 150,110 247,535
% of these loans to all loans 1.0% 1.5% 3.1% 3.0% 3.6%
Other 2,447,990 2,245,789 2,870,242 2,890,785 2,899,120
% of these loans to all loans 26.1% 25.1% 26.2% 29.0% 29.9%
Consumer 1,084,583 911,069 862,323 561,177 694,390
% of these loans to all loans 15.1% 14.0% 11.5% 9.5% 9.8%
Unallocated 2,461,559 1,768,035 2,775,740 3,071,631 1,609,782
------------ ------------ ------------ ------------ -------------
$8,495,138 7,784,516 9,327,942 9,089,775 7,872,351
100.0% 100.0% 100.0% 100.0% 100.0%
------------ ------------ ------------ ------------ -------------
V. DEPOSITS
- ------------
A. Average deposit balances outstanding and the average rates paid thereon are
presented in the following table:
1996 1995 1994
---------------------------- ---------------------------- ----------------------------
Average Average Average Average Average Average
Amount Rate Paid Amount Rate Paid Amount Rate Paid
--------------- ------------ --------------- ------------ --------------- ------------
Demand deposits $62,464,000 -- $55,189,000 -- $49,369,000 --
Savings deposits:
Regular 90,829,000 2.70% 92,739,000 2.69% 98,851,000 2.70%
NOW 56,732,000 1.30% 55,831,000 1.39% 57,834,000 1.36%
Money market 27,004,000 2.24% 30,096,000 2.23% 40,101,000 2.17%
--------------- --------------- ---------------
Total savings 174,565,000 2.18% 178,666,000 2.21% 196,786,000 2.20%
Time deposits 232,007,000 5.38% 224,169,000 5.25% 183,950,000 4.30%
--------------- --------------- ---------------
Total deposits $469,036,000 $458,024,000 $430,105,000
--------------- --------------- ---------------
B. Not Applicable
C. Not Applicable
D. The maturity schedule of time deposits in amounts of $100,000 or more at
December 31, 1996 was as follows:
Over 3 Over 6
3 months through through Over 12
or less 6 months 12 months months Total
--------------- ---------------- ----------------- ----------------- ------------------
Time remaining
until maturity: $24,057,153 4,022,435 4,974,986 6,726,994 $39,781,568
--------------- --------------- ---------------- ----------------- --------------------
E. Not applicable
VI. RETURN ON EQUITY AND ASSETS
- --------------------------------
1996 1995 1994
--------------------------------------------------------- ------------- ------------- -------------
Return on average assets 1.44% 1.44% 1.25%
Return on average shareholders' equity 14.95% 15.47% 14.11%
Dividend payout ratio 36.55% 33.97% 33.02%
Average equity to average total assets 9.61% 9.31% 8.84%
VII. SHORT-TERM BORROWINGS
- ---------------------------
Short-term borrowings consist of securities sold under agreements to repurchase
and federal funds purchased. Securities sold under agreements to repurchase
generally mature within 90 days. Federal funds purchased generally mature the
following day.
At December 31, 1996, short-term borrowings consisted solely of securities sold
under agreements to repurchase. The balance at December 31, 1996 and weighted
average rate paid on these short-term borrowings amounted to $14 million and
5.68%, respectively.
The following is a summary of amounts relating to short-term borrowings:
Years ended December 31, 1996 1995 1994
- ------------------------------------------------------------ ---------------- ----------------- -----------------
Maximum amount outstanding at any month-end $14,000,000 $ -- $4,908,500
Average amount outstanding $3,260,035 $93,471 $1,160,354
Weighted average yield 5.59% 5.88% 4.22%
---------------- ----------------- -----------------
ITEM 2. PROPERTIES
- -------------------
At December 31, 1996 the Corporation operated six facilities including its main
office located in Westerly, Rhode Island and five branch banking facilities
located in Westerly, Charlestown, Narragansett, Richmond and Block Island, Rhode
Island. All sites are owned, except for the Block Island branch facility, which
is leased. The main office premises, which contain the corporate offices and a
banking facility, consist of a five story building and an adjacent two story
building. The buildings, which are connected, contain approximately 50,000
square feet of space, 42,000 square feet of which is occupied by the
Corporation. The remaining space is leased to merchant and professional tenants
under short-term lease arrangements and could be used for expansion of the
Corporation's offices. In 1996, the Corporation built a three story, 15,000
square foot building adjacent to its main office. The Trust and Investment
Department occupies two of the three floors, while the third floor is unfinished
and available for expansion. The main office location also contains a three
level retail parking garage with 80,000 square feet of space.
The Charlestown banking office opened in 1988 in a newly constructed facility.
The Narragansett banking office began operations in 1989 in a building which had
been acquired in 1988 and was completely renovated. A major renovation and
expansion of the Richmond banking office was completed in January of 1990. The
Richmond site also contains a separate building operated as a restaurant by a
restaurant chain under a long-term lease.
During 1996, the Corporation constructed a new 5,700 square foot branch office
in North Kingstown, Rhode Island. This branch office opened in February 1997. In
March 1997, the Corporation acquired a branch in Mystic, Connecticut from
another bank. The office consists of a 2,800 square foot facility which is
leased. Additionally, the Corporation plans to open two supermarket branches
during the second quarter of 1997. These facilities expansion plans, along with
existing structures, are adequate to meet the Corporation's facilities needs for
the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
On January 28, 1997, a suit was filed against the Bank in the Superior Court of
Washington County, Rhode Island by Maxson Automatic Machinery Company
("Maxson"), a corporate customer, and Maxson's shareholders for damages which
the plaintiffs allegedly incurred as a result of an embezzlement by Maxson's
former president and treasurer. The suit alleges that the Bank wrongly permitted
this individual, while an officer of Maxson, to divert funds from Maxson's
account at the Bank for his personal benefit. The claims against the Bank are
based upon theories of breach of fiduciary duties, negligence, breach of
contract, unjust enrichment and conversion.
The suit seeks recovery for losses directly related to the embezzlement of
approximately $3 million, as well as consequential damages amounting to
approximately $2.7 million.
Management believes, based on its review with counsel of the development of this
matter to date, that the Bank has meritorious defenses in this litigation.
Additionally, the Bank has filed counterclaims against Maxson and its principal
shareholder as well as claims against the officer responsible for the
embezzlement. The Bank intends to vigorously defend the suit as well as to
vigorously pursue its counterclaims. Management and legal counsel are unable to
form an opinion regarding the outcome of this matter. Consequently, no loss
provision has been recorded.
The Corporation is involved in various other claims and legal proceedings
arising out of the ordinary course of business. Management is of the opinion,
based on its review with counsel of the development of such matters to date,
that the ultimate disposition of such other matters will not materially affect
the consolidated financial position or results of operations of the Corporation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
No matters were submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 1996.
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
The following is a list of all executive officers of the Corporation and the
Bank with their titles, ages, and length of service with the Corporation.
Years of
Officers of the Corporation Age service (1)
- --------------------------- --- -----------
Joseph J. Kirby Chief Executive Officer 65 34
John C. Warren President and Chief Operating
Officer 51 1
David V. Devault, CPA Vice President and
Chief Financial Officer 42 10
Louis J. Luzzi Vice President and Treasurer 55 36
Harvey C. Perry II Vice President and Secretary 46 22
(1) Includes years of service with the Bank.
Joseph J. Kirby joined the Bank in 1963 as an Investment Officer. He was elected
Vice President and Investment Officer in 1965 and Executive Vice President in
1972. He was elected President in 1982 and was named Chief Executive Officer in
February, 1996.
John C. Warren joined the Bank and the Corporation in 1996 as President and
Chief Operating Officer. He served as President and Chief Executive Officer of
Sterling Bancshares Corporation from 1990 to 1994 and as Chairman from 1993 to
1994.
David V. Devault joined the Bank in 1986 as Controller. He was elected Vice
President and Chief Financial Officer of the Corporation and the Bank in 1987.
He was elected Senior Vice President and Chief Financial Officer of the Bank in
1990. Prior to joining the Bank he was a Senior Manager with the firm of KPMG
Peat Marwick LLP.
Louis J. Luzzi joined the Bank in 1960 and was elected Assistant Vice President
in 1969. He was elected Vice President in 1979 and Vice President and Treasurer
in 1983.
Harvey C. Perry II joined the Bank in 1974 and was elected Assistant Trust
Officer in 1977, Trust Officer in 1981 and Secretary and Trust Officer in 1982.
He was elected Vice President and Secretary of the Corporation and the Bank in
1984, and Senior Vice President and Secretary of the Bank in 1990.
Years of
Officers of the Bank Age Service
- -------------------- --- -------
Stephen M. Bessette Senior Vice President -
Retail Lending 49 0
Vernon F. Bliven Senior Vice President -
Human Resources 47 24
Robert G. Cocks, Jr. Senior Vice President - Lending 52 4
Louis W. Gingerella, Jr. Senior Vice President -
Credit Administration 44 6
B. Michael Rauh, Jr. Senior Vice President -
Retail Banking 37 5
Stephen M. Bessette joined the Bank in February 1997 as Senior Vice President -
Retail Lending. Prior to joining the Bank he held the position of Executive Vice
President at Ameristone Mortgage Corporation since June 1995. From February 1993
to May 1995 he held the position of President at New England Pacific Mortgage
Company, Inc. He was Executive Vice President at Old Stone Development
Corporation from May 1990 to January 1993.
Vernon F. Bliven joined the Bank in 1972 and was elected Assistant Vice
President in 1980, Vice President in 1986 and Senior Vice President - Human
Resources in 1993.
Robert G. Cocks, Jr. joined the Bank in 1992 as Senior Vice President - Lending.
Prior to joining the Bank he served as Executive Vice President at Bay Bank
South from 1987 to 1991. From 1991 to 1992 he worked as an independent
consultant.
Louis W. Gingerella, Jr. joined the Bank in 1990 as Vice President - Credit
Administration. He was elected Senior Vice President - Credit Administration in
1992. Prior to joining the Bank he held the position of Senior Vice President
with Bank of New England since 1988.
B. Michael Rauh, Jr. joined the Bank in 1991 as Vice President - Marketing and
was promoted in 1993 to Senior Vice President - Retail Banking. Prior to joining
the Bank he was Executive Vice President with the advertising agency of Chaffee
& Partners since 1989.
PART II
-------
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
- --------------------------------------------------------------------------------
The Corporation's common stock has traded on the Nasdaq National Market tier of
The Nasdaq Stock Market since May 1996. Previously, the Corporation's stock
traded on the Nasdaq Small-Cap Market since June 1992, and had been listed on
the Nasdaq Over-The-Counter Market system since June 1987.
The quarterly common stock price ranges and dividends paid per share for the
years ended December 31, 1996 and 1995 are presented in the following table. The
stock prices are based on the high and low sales prices during the respective
quarter. Stock price and dividend amounts for 1995 and for the first and second
quarters of 1996 have been restated to reflect a 3-for-2 stock split paid in the
form of a stock dividend on October 15, 1996.
1996 QUARTERS 1 2 3 4
- ----------------------------------- ------------ ------------- ------------- -------------
Stock prices:
high 20.33 24.33 27.33 34.00
low 18.33 19.50 23.67 26.67
Cash dividend declared .17 .18 .18 .18
1995 QUARTERS 1 2 3 4
- ----------------------------------- ------------ ------------- ------------- -------------
Stock prices:
high 15.00 18.33 18.67 20.00
low 12.67 13.67 17.33 17.33
Cash dividend declared .14 .15 .16 .16
The Corporation will continue to review future common stock dividends based on
profitability, financial resources and economic conditions. The Corporation has
recorded consecutive quarterly dividends for over one hundred years. On March
20, 1997, the Corporation's Board of Directors declared a cash dividend of $.19
per share, an increase of 5.6% over the previous dividend amount. The dividend
is payable April 15, 1997 to shareholders of record as of April 3, 1997.
The Corporation's primary source of funds for dividends paid to shareholders is
the receipt of dividends from the Bank. A discussion of the restrictions on the
advance of funds or payment of dividends to the Corporation is included in Note
15 to the consolidated financial statements included in the 1996 Annual Report
to Shareholders which is incorporated herein by reference.
At March 17, 1997 there were 1,453 holders of record of the Corporation's common
stock.
Recent Sales of Unregistered Securities
- ---------------------------------------
As of October 1, 1996, pursuant to the Corporation's 1996 Directors' Stock Plan,
the Corporation made a one-time grant of 9,554 shares of its Common Stock,
subject to certain restrictions, to certain of its non-employee directors in
consideration of the termination of the Corporation's Outside Director Retainer
Continuation Plan. The Corporation issued that number of shares to each such
director which was equivalent in value to the accrued benefit actuarially
determined for such director with respect to service rendered as a director
through September 30, 1996, using a per share price of $22.23. The aggregate
value of the restricted shares issued, using this per share price, was $212,385.
An additional 1,698 unrestricted shares of Common Stock were issued to certain
other non-employee directors; these shares were registered by the Corporation on
Form S-8.
With regard to the foregoing transaction, the Company relied upon Section 4(2)
of the Act, as an exemption from the registration requirements of the Act. No
commissions were paid to any underwriter in connection with the securities
issued in the foregoing transaction.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------
Selected consolidated financial data for the five years ended December 31, 1996
appears under the caption "Five Year Summary of Selected Consolidated Financial
Data" on page 18 of the Corporation's 1996 Annual Report to Shareholders which
is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
- --------------------------------------------------------------------------------
The information required by this Item appears under the caption "Management's
Analysis of Financial Statements" on pages 19-30 of the Corporation's 1996
Annual Report to Shareholders which is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The financial statements and supplementary data are contained in the
Corporation's 1996 Annual Report to Shareholders, filed as Exhibit 13, on the
pages indicated in the following table, and are incorporated herein by
reference.
Page of 1996
Annual Report
-----------------
Consolidated Balance Sheets 31
Consolidated Statements of Income 32
Consolidated Statements of Changes in Shareholders' Equity 33
Consolidated Statements of Cash Flows 34
Notes to Consolidated Financial Statements 35
Parent Company Financial Statements 53
Independent Auditors' Report 55
Summary of Unaudited Quarterly Financial Information 56
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- --------------------------------------------------------------------------------
None.
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -----------------------------------------------------------
Required information regarding directors is presented under the caption "Nominee
and Director Information" in the Corporation's Proxy Statement dated March 19,
1997 prepared for the 1997 Annual Meeting of Shareholders and incorporated
herein by reference.
Required information regarding executive officers of the Corporation is included
in Part I under the caption "Executive Officers of the Registrant".
Information required with respect to compliance with Section 16(a) of the
Exchange Act appears under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Corporation's Proxy Statement dated March 19, 1997
prepared for the 1997 Annual Meeting of Shareholders which is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
- -------------------------------
The information required by this Item appears under the caption "Compensation of
Directors and Executive Officers Executive Compensation" in the Corporation's
Proxy Statement dated March 19, 1997 prepared for the 1997 Annual Meeting of
Shareholders which is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -----------------------------------------------------------------------
The information required by this Item appears under the caption "Nominee and
Director Information" in the Corporation's Proxy Statement dated March 19, 1997
prepared for the 1997 Annual Meeting of Shareholders which is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------
The information required by this Item is incorporated herein by reference to the
caption "Indebtedness and Other Transactions" in the Corporation's Proxy
Statement dated March 19, 1997 prepared for the 1997 Annual Meeting of
Shareholders.
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- ------------------------------------------------------------------------
(a) 1. The financial statements of Washington Trust Bancorp, Inc. required in
response to this Item are listed in response to Item 8 of this Report and
are incorporated herein by reference.
2. Financial Statement Schedules. All schedules normally required by
Article 9 of Regulation S-K and all other schedules to the consolidated
financial statements of the Corporation have been omitted because the
required information is either not required, not applicable, or is
included in the consolidated financial statements or notes thereto.
(b) No reports on Form 8-K have been filed during the fourth quarter of the year
ended December 31, 1996.
(c) Exhibit Index.
Page of
Exhibit Number this report
- -------------------- -------------
3. (i) Restated articles of incorporation (6)
3. (ii) By-laws of the Corporation (2)
4 Rights Agreement between the Registrant and The Washington
Trust Company dated as of August 15, 1996 (3)
* 10.1 Supplemental Pension Benefit and Profit Sharing Plan (1)
* 10.2 Short Term Incentive Plan (4)
* 10.3 Plan for Deferral of Directors' Fees (1)
* 10.4 Amended and Restated 1988 Stock Option Plan (1)
* 10.5 Vote of the Board of Directors of the Corporation which
constitutes the 1996 Directors' Stock Plan (5)
11 Computation of Earnings Per Share
13 1996 Annual Report to Shareholders
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
* Management contract or compensatory plan or arrangement
(1) Incorporated herein by reference to Exhibit 10 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994,
previously filed with the Commission.
(2) Incorporated herein by reference to Exhibit 3 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1990,
previously filed with the Commission.
(3) Incorporated herein by reference to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A (File No. 000-13091) filed with
the Commission on August 16, 1996.
(4) Incorporated herein by reference to Exhibit 10 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993,
previously filed with the Commission.
(5) Incorporated herein by reference to Exhibit 99.2 to the Registrant's
Registration Statement on Form S-8, (File No. 333-13167) filed with
the Commission on October 1, 1996.
(6) Incorporated herein by reference to Exhibit 3.(i) of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994,
previously filed with the Commission.
(d) Financial Statement Schedules.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
Date March 20, 1997 By Joseph J. Kirby
-------------- ---------------
Joseph J. Kirby, Chairman, Chief
Executive Officer and Director
Date March 20, 1997 By David V. Devault
--------------- ----------------
David V. Devault, Vice President,
Chief Financial Officer and
Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Date March 20, 1997 Gary P. Bennett
-------------- --------------------------------
Gary P. Bennett, Director
Date March 20, 1997 Steven J. Crandall
-------------- --------------------------------
Steven J. Crandall, Director
Date March 20, 1997 Richard A. Grills
-------------- --------------------------------
Richard A. Grills, Director
Date March 20, 1997 Larry J. Hirsch
-------------- --------------------------------
Larry J. Hirsch, Director
Date March 20, 1997 Katherine W. Hoxsie
-------------- --------------------------------
Katherine W. Hoxsie, Director
Date
-------------- --------------------------------
Mary E. Kennard, Director
Date March 20, 1997 James W. McCormick, Jr.
-------------- --------------------------------
James W. McCormick, Jr., Director
Date March 20, 1997 Brendan P. O'Donnell
-------------- --------------------------------
Brendan P. O'Donnell, Director
Date March 20, 1997 Victor J. Orsinger II
-------------- --------------------------------
Victor J. Orsinger II, Director
Date March 20, 1997 Anthony J. Rose, Jr.
-------------- --------------------------------
Anthony J. Rose, Jr., Director
Date March 20, 1997 James P. Sullivan
-------------- --------------------------------
James P. Sullivan, Director
Date March 20, 1997 Neil H. Thorp
-------------- --------------------------------
Neil H. Thorp, Director
Date March 20, 1997 John C. Warren
-------------- --------------------------------
John C. Warren, President, Chief
Operating Officer and Director