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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
WSFS FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock
par value $0.01 per share
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(Title of Class of Securities)
929328102
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(CUSIP Number)
ROBERT E. SULLIVAN
Pillsbury Madison & Sutro LLP
235 Montgomery Street
San Francisco, CA 94104
(415) 983-1361
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 22, 1997
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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 [ ].
Check the following box if a fee is being paid with the statement [X].
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).
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CUSIP No. 929328102 13D Page 2
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1. NAMES OF REPORTING PERSONS Isocrates Limited
S.S. OR I.R.S. IDENTIFICATION Isocrates Trust
NO. OF ABOVE PERSONS Sorgente Company Unlimited
Zayucel Limited
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS See Item 3
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
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NUMBER OF 7. SOLE VOTING POWER 740,742
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY ---------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 740,742
REPORTING ---------------------------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
WITH
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,742
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.37%
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14. TYPE OF REPORTING PERSON CO and OO
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CUSIP No. 929328102 13D Page 3
Item 5. Interest in Securities of the Issuer.
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(a) In addition to the previously reported transactions, between
January 10, 1997 and January 22, 1997, Zayucel sold all of its remaining 120,000
shares of Common Stock of WSFS (further described in Item 5, paragraph (c)
below). Therefore, as of the close of business on January 22, 1997, Isocrates
Limited and Isocrates Trust indirectly owned beneficially all of the shares of
Common Stock of WSFS owned by Sorgente Company Unlimited, numbering 740,742
shares. Such shares in the aggregate constitute 5.37% of the total number of
shares of Common Stock outstanding. The filing entities have the sole power to
vote and to dispose of all such shares of Common Stock.
(c) On January 10, 1997 Zayucel Limited sold 5,000 shares of
Common Stock of WSFS at an average price of $11.15 per share with net proceeds
to Zayucel Limited of $55,748. On January 13, 1997 Zayucel Limited sold 10,000
shares of Common Stock of WSFS at an average price of $11.15 per share with net
proceeds to Zayucel Limited of $111,496. On January 14, 1997 Zayucel Limited
sold 2,000 shares of Common Stock of WSFS at an average price of $11.28 per
share with net proceeds to Zayucel Limited of $22,549. On January 15, 1997
Zayucel Limited sold 1,400 shares of Common Stock of WSFS at an average price of
$11.27 per share with net proceeds to Zayucel Limited of $15,784. On January 16,
1997 Zayucel Limited sold 10,000 shares of Common Stock of WSFS at an average
price of $11.15 per share with net proceeds to Zayucel Limited of $111,496. On
January 20, 1997 Zayucel Limited sold 5,600 shares of Common Stock of WSFS at an
average price of $11.18 per share with net proceeds to Zayucel Limited of
$62,628. On January 21, 1997 Zayucel Limited sold 25,000 shares of Common Stock
of WSFS at an average price of $11.27 per share with net proceeds to Zayucel
Limited of $281,641. On January 22, 1997 Zayucel Limited sold its remaining
61,000 shares of Common Stock of WSFS at an average price of $11.26 per share
with net proceeds to Zayucel Limited of $687,020. As of result of the foregoing
sales, Zayucel owns no more shares of Common Stock of WSFS Financial.
(d) Inapplicable.
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CUSIP No. 929328102 13D Page 4
(e) As of January 22, 1997, Zayucel Limited owns no shares of Common
Stock of WSFS and therefore, is no longer a beneficial owner of more than 5% of
this class of securities.
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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.
Dated: January 28, 1997.
ISOCRATES LIMITED
By: /s/ R. TED WESCHLER
-----------------------------
Name: R. Ted Weschler
Title: Director
ISOCRATES TRUST
By: /s/ R. TED WESCHLER
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Name: R. Ted Weschler
Title: Director of
Isocrates Limited,
Trustee
SORGENTE COMPANY UNLIMITED
By: /s/ LAURENCE MOH
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Name: Laurence Moh
Title: Director
ZAYUCEL LIMITED
By: /s/ R. TED WESCHLER
-----------------------------
Name: R. Ted Weschler
Title: Director
