UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Washington Bancorp
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
937262103
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(CUSIP Number)
Stan Carlson
102 East Main Street
Washington, Iowa 52353
(319) 653-7256
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 15, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check the
following box.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 937262103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stan Carlson
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (a) __
(b) __
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
PF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) __
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF 24,202 (See Item 5)
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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8. SHARED VOTING POWER
9,762 (See Item 5)
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9. SOLE DISPOSITIVE POWER
22,311 (See Item 5)
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10. SHARED DISPOSITIVE POWER
11,653 (See Item 5)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
33,965 (See Item 5)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES __
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.6% (See Item 5)
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14. TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
Common Stock, $.01 par value (the "Common Stock"), of Washington Bancorp (the
"Company"), Washington, Iowa, a bank holding company with its main office
located at 102 East Main Street, Washington, Iowa 52353.
Item 2. Identity and Background
The name and address of the person filing this statement is Stan
Carlson, 102 East Main Street, Washington, Iowa 52353. Mr. Carlson is President,
Chief Executive Officer and a Director of the Company at the address stated
above. During the last five years, Mr. Carlson has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in him being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or being found in
violation with respect to such laws.
Mr. Carlson is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
On March 11, 1996, in connection with the Company's initial public
offering of Common Stock, Mr. Carlson acquired 5,238 shares of Common Stock
individually and 762 shares of Common Stock jointly with his mother Donna
Carlson. Also, in connection with the Company's initial public offering Mr.
Carlson's wife, Nanette Carlson acquired 3,900 shares individually, 50 shares
jointly with Mr. and Mrs. Carlson's son, Troy Carlson, 50 shares jointly with
Mr. and Mrs. Carlson's son Travis, 3,000 shares jointly with Mr. and Mrs.
Carlson's daughter, Trista, and 2,000 shares jointly
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with her father, Earl Newman. All of these purchases were made with personal
funds for an aggregate purchase price of $150,000.
On March 12, 1996, 5,000 shares of Common Stock were purchased by Mr.
Carlson through a self-directed Individual Retirement Account for an aggregate
purchase price of $53,750.
On November 22, 1996, 238 shares of Common Stock were purchased by Mr.
Carlson individually with personal funds for an aggregate purchase price of
$2,677.50.
As of September 30, 1998, a total of 6,576 shares of Common Stock had
been awarded to Mr. Carlson pursuant to the Company's Recognition and Retention
Plan (the "RRP"). Mr. Carlson has sold 1,315 of these shares, leaving him with
5,261 shares of Common Stock awarded pursuant to the RRP. Mr. Carlson has sole
voting and dispositive power over all of the shares of Common Stock awarded
under the RRP.
Mr. Carlson has 1,892 shares of Common Stock allocated to his account
under the Company's Employee Stock Ownership Plan ("ESOP") as of the latest ESOP
plan statement dated December 31, 1997.
In addition, Mr. Carlson has options to purchase 6,574 shares of Common
Stock, all of which are vested pursuant to the Company's Stock Option and
Incentive Plan (the "Stock Option Plan"). The stock option awards were granted
to Mr. Carlson at an exercise price of $11.25 per share. As a result, Mr.
Carlson owns in excess of five percent of Company Common Stock.
Item 4. Purpose of Transaction
All of the shares purchased were acquired for investment. Mr. Carlson may,
from time to time, depending upon market conditions and other investment
considerations, purchase additional shares Common Stock for investment or
dispose of shares Common Stock. As President, Chief
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Executive Officer and a Director, Mr. Carlson regularly explores potential
actions and transactions which may be advantageous to the Company, including,
but not limited to, possible mergers, acquisitions, reorganizations or other
material changes in the business, corporate structure, management, policies,
governing instruments, capitalization, securities or regulatory or reporting
obligations of the Company.
Except as noted above, Mr. Carlson has no plans or proposals which
relate to or would result in:
(a) the acquisition by any person of additional securities of Company,
or the disposition of securities by the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) a sale or transfer of material amount of assets of the Company or
any of its subsidiaries;
(d) any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's articles of incorporation, bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any persons;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-quotation system of a registered national securities
association;
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(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Mr. Carlson beneficially owns an aggregate of 33,965 shares of the
Company Common Stock, constituting 5.6% of the number of shares of such Common
Stock outstanding on the date hereof. Such amount includes options granted to
Mr. Carlson to purchase 6,574 shares pursuant to the Stock Option Plan.
(b) With respect to the 33,965 shares of Common Stock owned
beneficially by Mr. Carlson, such amounts include:
(1) 17,629 shares of Common Stock which Mr. Carlson has sole
voting power;
(2) 7,000 shares of Common Stock over which Mr. Carlson shares
voting power with his spouse Nanette Carlson, who's address is
102 East Main Street, Washington, Iowa 52353. Mrs. Carlson is
payroll clerk at Modine Manufacturing. During the last five
years, Mrs. Carlson has not been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in her being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or being
found in violation with respect to such laws. Mrs. Carlson is a
citizen of the United States of America.
(3) 2,000 shares of Common Stock over which Mr. Carlson shares
voting power with his spouse Nanette Carlson and her father Mr.
Earl Newman, who's address is P.O. Box 96, Primghar, Iowa 51245.
Mr. Newman is a retired postal carrier and self employed auto
repair
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specialist. During the last five years, Mr. Newman has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction
which resulted in her being subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or being found in violation with respect to such laws. Mr. Newman
is a citizen of the United States of America.
(4) 762 shares of Common Stock over which Mr. Carlson shares
voting power with his mother Mrs. Donna Carlson, who's address is
304 West Second Street, Sanborn, Iowa 51248. Mrs. Carlson is a
retired cashier formally with Sanborn Savings Bank. During the
last five years, Mrs. Carlson has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in his being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or being
found in violation with respect to such laws. Mrs. Carlson is a
citizen of the United States of America.
(5) 15,737 shares of Common Stock over which Mr. Carlson has sole
dispositive power.
(6) 11,654 shares of Common Stock over which Mr. Carlson has
shared dispositive power, which includes the 7,000 shares of
Common Stock mentioned in paragraph 2 above, 2,000 shares of
Common Stock mentioned in paragraph 3 above, 762 shares of Common
Stock mentioned in paragraph 4 above and 1,892 shares of Common
Stock over which the ESOP trustee shares dispositive power. First
Bankers Trust Company, N.A., who's address is 1201 Broadway,
Quincy, Illinois 62301 is the ESOP trustee.
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(7) Sole voting power and dispositive power over options to
purchase 6,574 shares of Common Stock.
(c) The following transactions involving Mr. Carlson's beneficial
ownership of Common Stock were effected in the past sixty days: (1) Mr. Carlson
was awarded options to purchase 3,287 shares of Common Stock on October 15,
1998.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares held by Mr. Carlson.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Carlson and any other person with respect to
any securities of the issuer, including but not limited to, transfer or voting
of any of such securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, divisions of profits or loss,
or the giving or withholding of proxies. None of the Company Common Stock
beneficially owned by Mr. Carlson is pledged or otherwise subject to a
contingency the occurrence of which would give another person voting power or
investment power over such shares.
Item 7. Material to be Filed as Exhibits
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: October 15, 1998 /s/ Stan Carlson
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Stan Carlson
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