form8-k20071024.htm
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)
October
24, 2007
WASHINGTON
TRUST BANCORP, INC.
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(Exact
Name of Registrant as Specified in Charter)
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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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¨
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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
2.02 Results of Operations and Financial Condition.
On
October 30, 2007, Washington Trust Bancorp, Inc. (“Washington Trust” or the
“Corporation”) issued a press release in which it disclosed unaudited financial
information related to third quarter consolidated earnings and the restatement
described in Item 4.02 of this Current Report on Form 8-K. A copy of
the press release relating to such announcement, dated October 30, 2007, is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Pursuant
to General Instructions B.2 of Form 8-K, this information shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be
expressly set forth by specific reference in such a filing.
Item 4.02.
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review.
(a)
On
October 30, 2007, Washington Trust announced that it has identified
accounting errors related to sales of certain held-to-maturity investment
securities conducted in the second quarter of 2007. As a result, the
Corporation currently expects that it will recognize realized losses incurred
in
connection with these securities sales and reduce net income for the three-month
and six-month periods ended June 30, 2007 by $828 thousand, or six cents
per diluted share. In addition, on the June 30, 2007 consolidated
balance sheet the portfolio of held-to-maturity securities will be reclassified
to the available-for-sale category, which results in a $1.6 million reduction
in
shareholders’ equity. Accordingly, on October 24, 2007,
management, in consultation with KPMG LLP, the Corporation’s independent
registered public accounting firm, concluded that the Corporation’s interim
financial statements for the period ended June 30, 2007 will be restated
and that the Corporation’s financial statements for the quarter ended
June 30, 2007 should no longer be relied upon. The Audit
Committee of the Corporation’s Board of Directors has thoroughly reviewed this
matter and, on October 26, 2007, approved management’s
conclusion.
The
Corporation will file an amended Form 10-Q for the quarter ended June 30,
2007 reflecting the necessary adjustments with the Securities and Exchange
Commission as soon as practicable. The Corporation will also file an
amended Form 10-Q for the quarter ended March 31, 2007 with the Securities
and
Exchange Commission as soon as practicable to add a subsequent event footnote
to
disclose the second quarter 2007 transactions described above.
The
Audit
Committee and management have each discussed with KPMG LLP, the Corporation’s
independent registered public accounting firm, the matters disclosed in this
Item 4.02 of this Current Report on Form 8-K.
On
October 30, 2007, the Corporation issued a press release regarding, among
other things, the restatement described in this Item 4.02 of this Current Report
on Form 8-K, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
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(c)
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Exhibits.
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Exhibit
No.
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Exhibit
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99.1
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Press
Release dated October 30, 2007*
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*Filed
herewith
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Forward-Looking
Statements
This
Current Report on Form 8-K contains certain statements that may be
considered “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, including statements regarding our strategy,
effectiveness of investment programs, evaluations of future interest rate trends
and liquidity, expectations as to growth in assets, deposits and results of
operations, success of acquisitions, future operations, market position,
financial position, our expected restatement of our historical financial
statements, and prospects, plans, goals and objectives of management are
forward-looking statements. The actual results, performance or
achievements of the Corporation could differ materially from those projected
in
the forward-looking statements as a result of, among other factors, changes
in
general national or regional economic conditions, changes in interest rates,
reductions in the market value of wealth management assets under administration,
reductions in loan demand, reductions in deposit levels necessitating increased
borrowing to fund loans and investments, changes in loan default and charge-off
rates, changes in the size and nature of the Corporation’s competition, changes
in legislation or regulation and accounting principles, policies and guidelines,
the finalization of the financial accounting related to the restatement;
unanticipated consequences of the restatement; our ability to coordinate and
complete the restatement and file our amended Quarterly Report on Form 10-Q
for
the period ended June 30, 2007; the review and audit by our independent
auditor of our 2007 financial statements; the consequences of the
reclassification of the held-to-maturity securities portfolio to the
available-for-sale category; the financial impact of the foregoing; and changes
in the assumptions used in making such forward-looking
statements. The Corporation assumes no obligation to update
forward-looking statements or update the reasons actual results, performance
or
achievements could differ materially from those provided in the forward-looking
statements, except as required by law.
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:
October 30, 2007
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By:
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/s/
David V.
Devault
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David
V. Devault
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Executive
Vice President, Secretary, Treasurer and Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Exhibit
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99.1
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Press
Release dated October 30, 2007*
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*
Filed herewith
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