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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)(1)
CHESTER BANCORP, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
164903106
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(CUSIP Number)
Michael W. Welge, 1112 State Street, Chester, Illinois 62233 (618) 826-5038
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 27, 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 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. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 pages)
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(1) 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 and 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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CUSIP NO. 164903106 PAGE 2 OF 4 PAGES
SCHEDULE 13D
<TABLE>
<S> <C> <C>
============ =======================================================================================================
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael W. Welge
============ =======================================================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
============ =======================================================================================================
4 SOURCE OF FUNDS*
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
U.S.A.
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7 SOLE VOTING POWER 64,770
NUMBER OF SHARES
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BENEFICIALLY 8 SHARED VOTING POWER 148,400
OWNED BY EACH
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REPORTING 9 SOLE DISPOSITIVE POWER 64,770
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PERSON WITH 10 SHARED DISPOSITIVE POWER 148,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,170
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
=========== ========================================================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.50%
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14 TYPE OF REPORTING PERSON*
IN
=========== ========================================================================================================
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 164903106 PAGE 3 OF 4 PAGES
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock, par
value $0.01 per share (the "Common Stock"), of Chester Bancorp, Inc., a Delaware
corporation (the "Company"). The address of the Company's principal executive
office is 1112 State Street, Chester, Illinois 62233.
ITEM 2. IDENTITY AND BACKGROUND
(a) Michael W. Welge
(b) 908 Park Avenue
Chester, Illinois 62233
(c) Michael W. Welge is Executive Vice President, Secretary and
Treasurer of Gilster Mary Lee Corporation, which manufactures private label
food products and whose address is 1037 State Street, Chester, IL 62233.
(d) Michael W. Welge has not been convicted in a criminal proceeding
during the last five years.
(e) Michael W. Welge has not been a party to such a civil proceeding
of a judicial or administrative body during the last five years.
(f) Michael W. Welge is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of consideration for Michael W. Welge to purchase
2,000 shares of Common Stock was personal funds.
ITEM 4. PURPOSE OF TRANSACTION
Michael W. Welge owns the Common Stock for investment purposes
only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Michael W. Welge beneficially owns 213,170 shares of Common Stock,
which represents 11.50% of the shares of Common Stock currently outstanding
based upon a total of 1,853,046 shares of Common Stock outstanding, as set
forth in the Company's recent Proxy Statement dated February 25, 1998.
(b) Michael W. Welge has the sole power to vote and the sole power to
dispose of 64,770 shares of Common Stock owned by him individually.
Michael W. Welge has shared power to vote and the shared power to dispose of the
40,000 shares owned by Betty A. Welge, his wife. Michael W. Welge has shared
power to vote and the shared power to dispose of the 108,400 shares of Common
Stock owned collectively by Gilster Mary Lee Corporation, Chester Investment
Club and various investment clients of Michael W. Welge and Mr. Welge disclaims
any beneficial ownership in such shares.
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CUSIP NO. 164903106 PAGE 4 OF 4 PAGES
(c) On February 27, 1998, Michael W. Welge purchased 2,000
shares of Common Stock on the Nasdaq National Market at a purchase price of
$17.750 per share.
(d) Chester Investment club has the right to receive dividends
and the proceeds from the sale of the 34,800 shares of Common Stock owned by it.
Gilster Mary Lee Corporation has the right to receive dividends and the proceeds
from the sale of the 65,000 shares of Common Stock owned by it. Various
investment clients of Michael W. Welge have the right to receive dividends and
the proceeds from the sale of the 8,600 shares of Common Stock owned by them.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
March 6, 1998 /s/ Michael W. Welge
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Date Name: Michael W. Welge
