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United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
HERITAGE FINANCIAL SERVICES, INC.
(Name of Issuer)
COMMON SHARES, WITHOUT PAR VALUE
(Title of Class of Securities)
42723H 10 0
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficicial ownership of five
percent or less of such class.) (see Rule 13d-7)
*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).
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CUSIP No. 42723H 10 0 13G Page 2 of 6 Pages
1 Name of reporting person
S.S. or I.R.S. Identification No. of above person
HERITAGE FINANCIAL SERVICES PROFIT SHARING PLAN
36-3589101
2 Check the appropriate box if a member of a group*
a) / /
b) / /
3 SEC Use only
4 Citizenship or place of organization
U.S.A
Number of 5 Sole Voting Power
712,818 Shares as of December 31, 1997
Shares
6 Shared Voting Power
Beneficially 0
Owned by
Each 7 Sole Dispositive Power
Reporting 0
Person 8 Shared Dispositive Power
With 0
9 Aggregate amount beneficially owned by each reporting person
712,818 Shares as of December 31, 1997
10 Check box if the aggregate amount in row (9) excludes certain shares*
/ /
11 Percent of class represented by amount in row 9
5.9% as of December 31, 1997
12 Type of reporting person*
EP
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Heritage Financial Services Profit Sharing Plan Statement on
Schedule 13G Page 3
Item 1.
(a) Name of Issuer: Heritage Financial Services, Inc.
(b) Address of Issuer's Principal Executive Offices:
17500 S. Oak Park Avenue
Tinley Park, IL 60477
Item 2.
(a) Name of Person Filing:
Heritage Financial Services Profit Sharing Plan
(b) Address of Principal Business Office or, if none,
Residence:
17500 S. Oak Park Avenue
Tinley Park, IL 60477
(c) Citizenship: Place of organization is U.S.A.
(d) Title of Class of Securities:
Common Shares, Without Par Value
(e) CUSIP Number: 42723H 10 0
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
***
(f) /X/ Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
240.13d-1(b)(ii)(F)
Item 4. Ownership
(a) Amount Beneficially Owned: 712,818 shares as of 12/31/97
(b) Percent of Class: 5.9% as of 12/31/97
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Heritage Financial Services Profit Sharing Plan Statement on
Schedule 13G Page 4
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 712,818
as of 12/31/97
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class
NA
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
The employee beneficiaries of the Plan have the right to
receive dividends and proceeds in their accounts in the
Plan, but none of such beneficiaries' individual
interests in the Plan amounts to more than five percent.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By
the Parent Holding Company
NA
Item 8. Identification and Classification of Members of the
Group
NA
Item 9. Notice of Dissolution of Group
NA
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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Heritage Financial Services Profit Sharing Plan Statement on
Schedule 13G Page 5
Material to be Filed as Exhibits
Evidence of the undersigned's authority to sign on
behalf of the Plan is set forth on Exhibit A which is
attached to and filed as an Exhibit with this Amendment.
S I G N A T U R E
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.
February 9, 1998
Date
Signature
Frederick J. Sampias, Trustee
Name/Title
Attachment: Exhibit A
EXHIBIT A to
Heritage Financial Services Profit Sharing Plan Statement on
Schedule 13G
CERTIFICATE OF AUTHORITY TO SIGN ON BEHALF OF PLAN
I, RONALD P. GROEBE, do hereby certify as follows:
1. That I am the Senior Executive Vice President and Secretary of
Heritage Financial Services, Inc. (the "Issuer") and a Trustee
of the Heritage Financial Services Profit Sharing Plan (the
"Plan") and that as such officer/trustee I have charge of the
corporate records and minutes of the Issuer and/or retain a copy
of the Plan.
2. That pursuant to the Plan and the actions of a majority of the
Trustees of the Plan, Frederick J. Sampias, a Trustee of the
Plan, has been authorized to execute an initial Statement on
Schedule 13G on behalf of the Plan and all amendments thereto
and to cause the filing of such Statement and amendments with
the United Securities and Exchange Commission.
3. That said authorization remains in full force and effect and
has not been amended or revoked.
IN WITNESS WHEREOF, I have hereunder set my hand
this 9th day of February, 1998.
Ronald P. Groebe
