UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the
Securities and Exchange Act of 1934
(Amendment
No. 6)*
Washington
Trust Bancorp, Inc.
(Name of
Issuer)
Common
Stock, $.0625 par value
(Title of
Class of Securities)
940610
10 8
(CUSIP
Number)
April
28, 2005
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
ý Rule
13d-1(c)
¨ Rule
13d-1(d)
*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 the
disclosures provided in a prior cover page.
The
information required in 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).
|
CUSIP
No. 940610
10 8
|
13G
|
Page
2
of
8
Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David
W. Wallace |
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
□
(b)
□ |
|
3
|
SEC
USE ONLY |
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
|
NUMBER
OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
666,400 |
|
6
|
SHARED
VOTING POWER
1,094,140 |
|
7
|
SOLE
DISPOSITIVE POWER
666,400 |
|
8
|
SHARED
DISPOSITIVE POWER
1,094,140 |
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,540 |
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.2% |
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
|
CUSIP
No. 940610
10 8
|
13G
|
Page
3
of
8
Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert
R. Young Foundation |
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
□
(b)
□ |
|
3
|
SEC
USE ONLY |
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER
OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0 |
|
6
|
SHARED
VOTING POWER
673,120 |
|
7
|
SOLE
DISPOSITIVE POWER
0 |
|
8
|
SHARED
DISPOSITIVE POWER
673,120 |
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
673,120 |
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1% |
|
12
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
- Charitable Corporation |
|
CUSIP
No. 940610
10 8
|
13G
|
Page
4
of
8
Pages
|
Item
1(a). Name of Issuer:
Washington
Trust Bancorp, Inc. (the “Issuer”)
Item
1(b). Address of Issuer’s Principal Executive Offices:
23 Broad
Street, Westerly, RI 02891
Item
2(a). Name of Person Filing:
This
statement is being filed by the following persons with respect to the shares of
Common Stock of the Issuer directly owned by David W. Wallace and the Robert R.
Young Foundation:
(i) David
W. Wallace;
(ii)
Robert R. Young Foundation
Item
2(b). Address of Principal Business Office or, if None,
Residence:
Address
for David W. Wallace:
680
Steamboat Road, Greenwich, CT 06830
Address
for the Robert R. Young Foundation:
P.O. Box
1423, Greenwich, CT 06830
Item 2(c).
Citizenship:
David W.
Wallace - United States
Robert R.
Young Foundation - Delaware
Item
2(d). Title of Class of Securities:
Common
Stock, $.0625 par value
Item
2(e). CUSIP Number:
940610 10
8
Item
3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or
(c), check whether the person filing is a: N/A
(a) □
Broker or dealer registered under section 15 of the Act (15 U.S.C.
780).
(b) □
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 780c).
(c) □
Insurance company as defined in section 3(a)(19) of the Act . (15 U.S.C.
780c)
(d) □
Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e) □ An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) □ An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
(g) □ A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G);
(h) □ A
savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
|
CUSIP
No. 940610
10 8
|
13G
|
Page
5
of
8
Pages
|
(i) □ A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a.3);
(j) □
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the
class of securities of the issuer identified in Item 1.
For Mr.
Wallace:
(a) Amount
beneficially owned:
1,760,540
Shares of Common Stock
(b)
Percent of class:
13.2%
(c)
Number of shares as to which such person has:
(i) Sole
power to vote or to direct the vote
666,400
(ii)
Shared power to vote or to direct the vote
1,094,140
(1)
(iii)
Sole power to dispose or to direct the disposition
666,400
(iv)
Shared power to dispose or to direct the disposition
1,094,140
(1)
For
Robert R. Young Foundation:
(a) Amount
beneficially owned:
673,120
Shares of Common Stock
(b)
Percent of class:
5.1%
(c)
Number of shares as to which such person has:
(i) Sole
power to vote or to direct the vote
0
(ii)
Shared power to vote or to direct the vote
673,120
(iii)
Sole power to dispose or to direct the disposition
0
(iv)
Shared power to dispose or to direct the disposition
673,120
(1) Includes
126,000 shares owned by Mr. Wallace’s spouse, 673,120 shares held by the Robert
R. Young Foundation of which Mr. Wallace serves as president and trustee and
295,020 shares held by the Jean and David W. Wallace Foundation of which Mr.
Wallace serves as president and trustee.
Item
5. Ownership of Five Percent or Less of a Class.
N/A
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ ].
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the
Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certifications.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
|
CUSIP
No. 940610
10 8
|
13G
|
Page
7
of
8
Pages
|
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.
May 10,
2005
DAVID W.
WALLACE
By:
/s/ David W. Wallace
______________________
Name:
David W. Wallace
ROBERT R.
YOUNG FOUNDATION
By:
/s/ David W. Wallace
______________________
Name:
David W. Wallace
Title:
President and Trustee
|
CUSIP
No. 940610
10 8
|
13G
|
Page
8
of
8
Pages
|
EXHIBIT
A
Joint
Filing Agreement Pursuant to Rule 13d-1(k)(1)
In
accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, the
persons or entities named below agree to the joint filing on behalf of each of
them of a statement on Schedule 13G (including amendments thereto) with respect
to the Shares of the Issuer and further agree that this joint filing agreement
be included as an exhibit to this Schedule 13G. In evidence thereof, the
undersigned, being duly authorized, have executed this Joint Filing Agreement as
of May 10, 2005.
May 10,
2005
DAVID W.
WALLACE
By:
/s/ David W. Wallace
______________________
Name:
David W. Wallace
ROBERT R.
YOUNG FOUNDATION
By:
/s/ David W. Wallace
______________________
Name:
David W. Wallace
Title:
President and Trustee