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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
WATERHOUSE INVESTOR SERVICES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
941547 10 1
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(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 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.)
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*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).
(Continued on following pages)
Page 1 of 5 pages
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SCHEDULE
CUSIP No. 941547 10 1 13G Page 2 of 5 pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WATERHOUSE INVESTOR SERVICES, INC. EMPLOYEE STOCK
OWNERSHIP PLAN AND TRUST
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
5. SOLE VOTING POWER:
NUMBER OF
SHARES
6. SHARED VOTING POWER:
BENEFICIALLY
OWNED BY 63,089
7. SOLE DISPOSITIVE POWER:
EACH
REPORTING _____
PERSON
8. SHARED DISPOSITIVE POWER:
WITH
63,089
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
63,089
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.69%
12. TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 pages
ITEM 1(a) NAME OF ISSUER:
Waterhouse Investor Services, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
100 Wall Street, New York, New York 10005
ITEM 2(a) NAME OF PERSON FILING:
Waterhouse Investor Services, Inc. Employee Stock
Ownership Plan and Trust
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
100 Wall Street
New York, New York 10005
ITEM 2(c) CITIZENSHIP:
New York
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $.01 par value per share
ITEM 2(e) CUSIP NUMBER:
941547 10 1
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b),
OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or Dealer registered under Section 15 of the
Act
(b) / / Bank as defined in Section 3(a)(6) of the Act
(c) / / Insurance Company as defined in Section 3(a)(19) of
the Act
(d) / / Investment Company registered under Section 8 of the
Investment Company Act
(e) / / Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
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Page 4 of 5 pages
(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 Rule 13d-1 (b)(ii)(F)
(g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)
(G)(Note: See Item 7)
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H)
ITEM 4 OWNERSHIP:
(a) Amount Beneficially Owned: 63,089
(b) Percent of Class: .69%
(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 direct the vote . . . . . . . 63,089
(iii) sole power to dispose or to direct the
disposition of . . . . . . . . . . . . . . . . . . . . . . 0
(iv) shared power to vote or direct the
disposition of . . . . . . . . . . . . . . . . . . . 63,089
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If the report 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:
Yes /X/ No / /
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
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Page 5 of 5 pages
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
N/A
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 purpose.
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 10, 1995
/s/ Lawrence M. Waterhouse, Jr.
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Signature
Lawrence M. Waterhouse, Jr., Co-Trustee
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Name/Title
/s/ Kenneth I. Coco
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Signature
Kenneth I. Coco, Co-Trustee
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Name/Title
