Trust Preferred Entities
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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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 29,
2005
WASHINGTON
TRUST BANCORP, INC.
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(Exact
Name of Registrant as Specified in Charter)
Rhode
Island
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0-13091
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05-0404671
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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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
Former
name or address, if changed from last report: N/A
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry Into a Material Definitive Agreement.
The
information provided in Item 2.03 is hereby incorporated by reference
herein.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Washington
Trust Bancorp, Inc. (the “Corporation”) sponsored the creation of WT Capital
Trust I (“Trust I”) and WT Capital Trust II (“Trust II”). Trust I and Trust II
are newly formed Delaware statutory trusts, which will serve as special purpose
finance subsidiaries. The Corporation is the owner of all of the common
securities of Trust I and Trust II.
On
August
29, 2005, Trust
I issued
$8,000,000 of
trust
preferred
securities (the "Capital Securities") in a private placement to an
institutional investor pursuant to an applicable exemption from registration.
The Capital Securities mature in September 2035, are redeemable at the
Corporation's option beginning after five years, and require quarterly
distributions by Trust I to the holder of the Capital Securities, at a rate
of
5.965% until September 15, 2010, and thereafter at a rate equal to the
three-month LIBOR rate plus 1.45%. The Corporation has irrevocably and
unconditionally guaranteed the Capital Securities and, to the extent not paid
by
Trust I, accrued and unpaid distributions on the Capital Securities and the
redemption price payable to the Capital Securities holders. The proceeds of
the
Capital Securities, along with proceeds of $248,000 from the issuance of common
securities (the "Common Securities") by Trust I to the Corporation, were used
to
purchase $8,248,000 of the Corporation's fixed/floating rate junior subordinated
notes (the "Trust I Debentures"). The Corporation will use the proceeds from
the
sale of the Trust I Debentures to finance the acquisition of Weston Financial
Group, Inc.
The
Trust
I Debentures were issued pursuant to an indenture dated August 29, 2005 (the
"Indenture"), between the Corporation, as issuer, and Wilmington Trust
Corporation, as trustee. Like the Capital Securities, the Trust I Debentures
bear interest at a rate of 5.965% until September 15, 2010, and thereafter
at a
rate equal to the three-month LIBOR rate plus 1.45%. The interest payments
by
the Corporation on the Trust I Debentures will be used to pay the quarterly
distributions payable by Trust I to the holders of the Capital Securities.
However, the Corporation may defer interest payments on the Trust I Debentures
so long as no event of default, as described below, has occurred under the
Trust
I Debentures for up to 20 consecutive quarters. In the event the Corporation
properly defers interest payments on the Trust I Debentures, Trust I will be
entitled to defer distributions otherwise due on the Capital
Securities.
The
Trust
I Debentures are subordinated to any other indebtedness of the Corporation
that,
by its terms, is not similarly subordinated. The Trust I Debentures mature
on
September 15, 2035, but may be redeemed at the Corporation's option, subject
to
the prior approval of the Board of Governors of the Federal Reserve System,
to
the extent required under applicable guidelines or policies, (i) at any time
on
or after September 15, 2010, (ii) or upon the occurrence of certain events,
such
as a change in the regulatory capital treatment of the Trust I Debentures,
Trust
I being deemed an investment company or the occurrence of certain adverse tax
events. The Corporation may redeem the Trust I Debentures at their aggregate
principal amount, plus accrued and unpaid interest, if any.
The
Trust
I Debentures may be declared immediately due and payable at the election of
the
trustee or holders of at least 25% of aggregate principal amount of outstanding
Trust I Debentures upon the occurrence of an event of default. An event of
default generally means (1) a default in the payment of the principal amount
of
the Trust I Debentures as and when such amount becomes due, including at
maturity, (2) a default in the payment of any interest following the deferral
of
interest payments by the Corporation for 20 consecutive quarters, (3) a default
in the Corporation's performance, or breach, of any covenant, agreement or
warranty in the Indenture which is not cured within 60 days, (4) the institution
of any bankruptcy or similar proceedings by or against the Corporation, or
(5)
the liquidation, dissolution or winding up of Trust I, other than as
contemplated in the Indenture.
The
Corporation also entered into a Guarantee Agreement dated August 29, 2005
pursuant to which it has agreed to guarantee the payment by Trust I of
distributions on the Capital Securities, and the payment of the principal amount
of the Capital Securities when due, either at maturity or on redemption, but
only if and to the extent that Trust I fails to pay distributions on or the
principal amount of the Capital Securities after having received interest
payments or principal payments on the Trust I Debentures from the Corporation
for the purpose of paying those distributions or the principal amount of the
Capital Securities.
On
August
29, 2005, Trust II issued $14,000,000 of trust preferred securities (the
"Capital Securities") in a private placement to an institutional investor
pursuant to an applicable exemption from registration. The Capital Securities
mature in November 2035, are redeemable at the Corporation's option beginning
after five years, and require quarterly distributions by Trust II to the holder
of the Capital Securities, at a rate of 5.96% until November 23, 2010, and
thereafter at a rate equal to the three-month LIBOR rate plus 1.45%. The
Corporation has irrevocably and unconditionally guaranteed the Capital
Securities and, to the extent not paid by Trust II, accrued and unpaid
distributions on the Capital Securities and the redemption price payable to
the
Capital Securities holders. The proceeds of the Capital Securities, along with
proceeds of $433,000 from the issuance of common securities (the "Common
Securities") by Trust II to the Corporation, were used to purchase $14,433,000
of the Corporation's fixed/floating rate junior subordinated notes (the "Trust
II Debentures"). The Corporation will use the proceeds from the sale of the
Trust II Debentures to finance the acquisition of Weston Financial Group,
Inc.
The
Trust
II Debentures were issued pursuant to an indenture dated August 29, 2005 (the
"Indenture"), between the Corporation, as issuer, and Wilmington Trust
Corporation, as trustee. Like the Capital Securities, the Trust II Debentures
bear interest at a rate of 5.96% until November 23, 2010, and thereafter at
a
rate equal to the three-month LIBOR rate plus 1.45%. The interest payments
by
the Corporation on the Trust II Debentures will be used to pay the quarterly
distributions payable by Trust II to the holders of the Capital Securities.
However, the Corporation may defer interest payments on the Trust II Debentures
so long as no event of default, as described below, has occurred under the
Trust
II Debentures for up to 20 consecutive quarters. In the event the Corporation
properly defers interest payments on the Trust II Debentures, Trust II will
be
entitled to defer distributions otherwise due on the Capital
Securities.
The
Trust
II Debentures are subordinated to any other indebtedness of the Corporation
that, by its terms, is not similarly subordinated. The Trust II Debentures
mature on November 23, 2035, but may be redeemed at the Corporation's option,
subject to the prior approval of the Board of Governors of the Federal Reserve
System, to the extent required under applicable guidelines or policies, (i)
at
any time on or after November 23, 2010, (ii) or upon the occurrence
of
certain events, such as a change in the regulatory capital treatment of the
Trust II Debentures, Trust II being deemed an investment company or the
occurrence of certain adverse tax events. The Corporation may redeem the Trust
II Debentures at their aggregate principal amount, plus accrued and unpaid
interest, if any.
The
Trust
II Debentures may be declared immediately due and payable at the election of
the
trustee or holders of at least 25% of aggregate principal amount of outstanding
Trust II Debentures upon the occurrence of an event of default. An event of
default generally means (1) default in the payment of any interest when due
that
continues unremedied for a period of 30 days, except in the case of an election
by the Corporation to defer payment of interest for up to 20 consecutive
quarters (which does not constitute an event of default), (2) a default in
the
payment of the principal amount of the Trust II Debentures as and when such
amount becomes due, including at maturity, (3) a default in the payment of
any
interest following the deferral of interest payments by the Corporation for
20
consecutive quarters, (4) a default in the Corporation's performance, or breach,
of any covenant, agreement or warranty in the Indenture which is not cured
within 90 days, (5) the institution of any bankruptcy or similar proceedings
by
or against the Corporation, or (6) the liquidation, dissolution or winding
up of
Trust II, other than as contemplated in the Indenture.
The
Corporation also entered into a Guarantee Agreement dated August 29, 2005
pursuant to which it has agreed to guarantee the payment by Trust II of
distributions on the Capital Securities, and the payment of the principal amount
of the Capital Securities when due, either at maturity or on redemption, but
only if and to the extent that Trust II fails to pay distributions on or the
principal amount of the Capital Securities after having received interest
payments or principal payments on the Trust II Debentures from the Corporation
for the purpose of paying those distributions or the principal amount of the
Capital Securities.
Item
9.01 Financial Statements and Exhibits
(c)
Exhibits
Exhibit
Number
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Description
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10.1
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Amended
and Restated Declaration of Trust of WT Capital Trust I dated
August 29, 2005, by and among Wilmington Trust Company, as
Delaware
Trustee and Institutional Trustee, Washington Trust Bancorp, Inc.,
as
sponsor, and the Administrators listed therein.
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10.2
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Indenture
dated as of August 29, 2005, between Washington Trust Bancorp,
Inc.,
as Issuer, and Wilmington Trust Company, as Trustee.
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10.3
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Guaranty
Agreement dated August 29, 2005, by and between Washington
Trust
Bancorp, Inc. and Wilmington Trust Company.
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10.4
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Certificate
Evidencing Fixed/Floating Rate Capital Securities of WT Capital Trust
I
dated August 29, 2005.
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10.5
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Fixed/Floating
Rate Junior Subordinated Deferrable Interest Debenture of Washington
Trust
Bancorp, Inc. dated August 29, 2005.
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10.6
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Amended
and Restated Declaration of Trust of WT Capital Trust II dated
August 29, 2005, by and among Wilmington Trust Company, as
Delaware
Trustee and Institutional Trustee, Washington Trust Bancorp, Inc.,
as
sponsor, and the Administrators listed therein.
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10.7
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Indenture
dated as of August 29, 2005, between Washington Trust Bancorp,
Inc.,
as Issuer, and Wilmington Trust Company, as Trustee.
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10.8
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Guaranty
Agreement dated August 29, 2005, by and between Washington
Trust
Bancorp, Inc. and Wilmington Trust Company.
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10.9
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Certificate
Evidencing Capital Securities of WT Capital Trust II (Number of Capital
Securities - 10,000) dated August 29, 2005.
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10.10
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Certificate
Evidencing Capital Securities of WT Capital Trust II (Number of Capital
Securities - 4,000) dated August 29, 2005.
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10.11
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Fixed/Floating
Rate Junior Subordinated Debt Security due 2035 of Washington Trust
Bancorp, Inc. dated August 29,
2005.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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WASHINGTON
TRUST BANCORP, INC.
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Date:
September 1, 2005
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By:
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/s/
John C. Warren
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John
C. Warren
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Chairman
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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10.1
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Amended
and Restated Declaration of Trust of WT Capital Trust I dated
August 29, 2005, by and among Wilmington Trust Company, as
Delaware
Trustee and Institutional Trustee, Washington Trust Bancorp, Inc.,
as
sponsor, and the Administrators listed therein.
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10.2
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Indenture
dated as of August 29, 2005, between Washington Trust Bancorp,
Inc.,
as Issuer, and Wilmington Trust Company, as Trustee.
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10.3
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Guaranty
Agreement dated August 29, 2005, by and between Washington
Trust
Bancorp, Inc. and Wilmington Trust Company.
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10.4
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Certificate
Evidencing Fixed/Floating Rate Capital Securities of WT Capital Trust
I
dated August 29, 2005.
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10.5
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Fixed/Floating
Rate Junior Subordinated Deferrable Interest Debenture of Washington
Trust
Bancorp, Inc. dated August 29, 2005.
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10.6
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Amended
and Restated Declaration of Trust of WT Capital Trust II dated
August 29, 2005, by and among Wilmington Trust Company, as
Delaware
Trustee and Institutional Trustee, Washington Trust Bancorp, Inc.,
as
sponsor, and the Administrators listed therein.
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10.7
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Indenture
dated as of August 29, 2005, between Washington Trust Bancorp,
Inc.,
as Issuer, and Wilmington Trust Company, as Trustee.
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10.8
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Guaranty
Agreement dated August 29, 2005, by and between Washington
Trust
Bancorp, Inc. and Wilmington Trust Company.
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10.9
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Certificate
Evidencing Capital Securities of WT Capital Trust II (Number of Capital
Securities - 10,000) dated August 29, 2005.
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10.10
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Certificate
Evidencing Capital Securities of WT Capital Trust II (Number of Capital
Securities - 4,000) dated August 29, 2005.
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10.11
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Fixed/Floating
Rate Junior Subordinated Debt Security due 2035 of Washington Trust
Bancorp, Inc. dated August 29,
2005.
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