<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Washington Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
937262 10 3
(CUSIP Number)
Jerome H. Davis
c/o David M. Perlmutter, Esq.
200 Park Ave., Suite 4515, New York, NY 10166
(212) 986-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 2, 1997
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class). (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 of 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).
Page 1 of 7 Pages
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CUSIP No. 937262 10 3
1. Name of Reporting Person Jerome H. Davis
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3. SEC Use Only
4. Source of Funds (See Instructions)
PF
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of
Organization United States
Number of 7. Sole Voting Power 24,000
Shares 8. Shared Voting
Beneficially Power 27,200*<F1>
Owned by 9. Sole Dispositive
Each Report- Power 24,000
ing Person 10. Shared Dispositive
with Power 27,200*<F1>
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 51,200*<F1>
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
13. Percent of Class Represented
by amount in Row (11) 7.79%
14. Type of Reporting Person IN
(See Instructions)
<F1>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 7 Pages
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CUSIP No. 937262 10 3
1. Name of Reporting Person Susan B. Davis
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group (b) X
(See Instructions)
3. SEC Use Only
4. Source of Funds (See Instructions)
PF
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of
Organization United States
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 51,200*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 51,200*<F2>
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 51,200*<F2>
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
13. Percent of Class Represented
by amount in Row (11) 7.79%
14. Type of Reporting Person IN
(See Instructions)
<F2>
* See Items 5(a) and 5(b) of this Statement. For purposes of this
Statement, Susan B. Davis may be deemed, pursuant to Rules 13d-3(a)(1)
and 13d-3(a)(2) under the Securities Exchange Act of 1934,
as amended, to be the beneficial owner of 24,000 shares of the
Company's Common Stock, par value $.01 per share, held in the name
of her husband, Jerome H. Davis.
Page 3 of 7 Pages
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The Statement on Schedule 13D (the "Statement") of Jerome
H. Davis, with respect to the Common Stock, par value $.01 per
share (the "Common Stock"), of Washington Bancorp, Inc., an Iowa
corporation ("Washington") is hereby amended as set forth below.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented by the addition of the
following:
"Mr. Davis and Mrs. Davis paid an aggregate of
$71,980.00 for an aggregate of 6,500 shares of Common Stock owned
by them. All shares were purchased in over-the-counter
transactions through standard brokerage accounts maintained by
them. All such shares were purchased with personal funds of Mr.
and Mrs. Davis."
Item 5. Interest in Securities of the Issuer.
A. Paragraphs (a) and (b) of Item 5 of the Statement
are amended and restated in their entirety to read as follows:
"(a) The aggregate number of shares of Common Stock
deemed to be beneficially owned by Mr. and Mrs. Davis for the
purposes of this Statement is 51,200 shares, representing 7.79
percent of the outstanding shares of Common Stock based on
657,519 shares of Common Stock disclosed by Washington as
outstanding on January 3, 1997. Of such shares, 24,000 (3.65%) are
held in the name of Mr. Davis, and 27,200 (4.14%) are held in the
name of Mr. and Mrs. Davis.
(b) (i) Subject to the matters referred to in paragraph
(a) hereof, Mr. Davis has sole power to vote or direct the vote and
sole power to dispose or direct the disposition of the 24,000
shares of Common Stock owned by him, and shared power to vote or
direct the vote and shared power to dispose or direct the
disposition of the 27,200 shares of Common Stock jointly owned by
him and Mrs. Davis.
(ii) Subject to the matters referred to in
paragraphs (a) and (b)(i) hereof, Mrs. Davis has shared power to
vote or to direct the vote and shared power to dispose or direct
the disposition of the 27,200 shares of Common Stock jointly owned
by her and Mr. Davis, and may be deemed to have shared power to
vote or direct the vote and shared power to dispose or direct the
disposition of the 24,000 shares of Common Stock owned by Mr.
Davis."
Page 4 of 7 Pages
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B. Paragraph (c) of Item 5 is hereby supplemented by
the addition of the following:
"A description of all transactions in the shares of
Common Stock which have been effected by Mr. and Mrs. Davis since
June 25, 1996 (the date of the Statement) is set forth in Schedule
A attached hereto and is incorporated herein by reference."
Page 5 of 7 Pages
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Signature.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this amendment is true, complete and
correct.
1/3/97 Jerome H. Davis
Date (Signature)
1/3/97 Susan B. Davis
Date (Signature)
Page 6 of 7 Pages
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<TABLE>
Schedule A
Information with Respect to
Transactions in the Common Stock
of Washington Bancorp, Inc.
By Jerome H. Davis and Susan B. Davis
<CAPTION>
Date of Number of Shares Price Per Share Where
How
Transaction Purchased (Sold) (excluding commissions) Transacted Transacted
<S> <C> <C> <C>
<C>
Susan B. and
Jerome H. Davis:
1. August 2, 1996 4,500 $10.69 OTC
*<F3>
2. September 25, 1996 1,000 11.00 OTC
*<F3>
3. January 2, 1997 1,000 12.875 OTC
*<F3>
<FN>
<F3>
* Transaction effected in the over-the-counter market ("OTC") through a standard
brokerage
account maintained by Mr. and Mrs. Davis.
</FN>
</TABLE>
Page 7 of 7 Pages
