Form 8-K for Weston Press Release
UNITED
STATES
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)
March 21,
2005
WASHINGTON
TRUST BANCORP, INC.
(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 |
of Incorporation) |
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File Number) |
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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
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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
This
Current Report on Form 8-K may contain forward-looking statements within the
meaning of the federal securities laws. Reliance should not be placed on
forward-looking statements because they involve known and unknown risks and
uncertainties which may cause the actual results, performance and achievements
of Washington Trust Bancorp, Inc. (“Washington Trust”) to differ materially from
the anticipated future results, performance and achievements that are expressed
or implied by such forward-looking statements. Additional information concerning
these risks and uncertainties is contained in Washington Trust’s press release
filed as Exhibit 99.1 to this Current Report on Form 8-K and which is
incorporated herein by reference. Washington Trust disclaims any obligation to
update any of the forward-looking statements contained herein to reflect future
developments or events.
Item
1.01 Entry into a Material Definitive Agreement.
On
March 21, 2005, Washington Trust announced it had signed a definitive
agreement (the “Agreement”) to acquire Weston Financial Group, Inc. (“Weston”).
Located in Wellesley, Massachusetts, Weston is a registered investment advisor
with approximately $1.2 billion of client assets under management. Weston has
expertise in retirement planning, estate planning, investment management, tax
planning and preparation, stock option planning, and insurance analysis. At the
closing, Washington Trust will acquire all of the outstanding shares of Weston’s
capital stock for $20 million in cash, subject to customary adjustments for the
percentage of existing investment advisory client accounts transferred and other
matters. In addition, the transaction is structured to provide for the
contingent payment of additional amounts based on operating results during a
three-year earn-out period ending December 31, 2008 with a guaranteed
minimum payout of $6.0 million in cash over the three-year period. Washington
Trust expects to finance this transaction primarily through the issuance of
trust preferred stock and other sources and does not expect to issue any common
stock in connection with the transaction. It is currently anticipated that the
acquisition, which is subject to state and federal regulatory approval, approval
of the New Century Portfolio’s shareholders and other customary conditions to
closing, will most likely be completed in the third quarter of 2005. The
Agreement and the press release issued by Washington Trust are attached hereto
as Exhibits 10.1 and 99.1, respectively, and are incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
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10.1 |
Stock
Purchase Agreement, dated March 18, 2005, by and between Washington Trust
Bancorp, Inc., Weston Financial Group, Inc., and the shareholders of
Weston Financial Group, Inc. |
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99.1 |
Press
Release issued by Washington Trust Bancorp, Inc., on March 21,
2005 |
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.
WASHINGTON
TRUST BANCORP, INC.
Date:
March 21, 2005 By: /s/
John C. Warren
John C.
Warren
Chairman
and Chief Executive Officer
Exhibit
Index
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10.1 |
Stock
Purchase Agreement, dated March 18, 2005, by and between Washington Trust
Bancorp, Inc., Weston Financial Group, Inc., and the shareholders of
Weston Financial Group, Inc. |
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99.1 |
Press
Release issued by Washington Trust Bancorp, Inc., on March 21,
2005 |