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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB/A
(AMENDMENT NO. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to ____________
COMMISSION FILE NUMBER 0-22742
GFS BANCORP, INC.
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(Name of small business issuer in its charter)
Delaware 42-1410536
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(State or other jurisdiction of (IRS Employer
incorporation or organization Identification No.
1025 Main Street, Grinnell, Iowa 50112-0030
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(515) 236-3121
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Securities Registered Pursuant to Section 12(b) of the Act:
None
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Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of class)
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for such shorter period that
the registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained herein, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State the issuer's revenues for its most recent fiscal year:
$6.4 million.
The aggregate market value of the voting stock held by non-
affiliates of the registrant, computed by reference to the
closing prices of such stock on the Nasdaq System as of September
3, 1996, was $7.1 million. (The exclusion from such amount of
the market value of the shares owned by any person shall not be
deemed an admission by the registrant that such person is an
affiliate of the registrant.)
As of September 3, 1996, there were issued and outstanding
502,600 shares of the Registrant's Common Stock.
Transitionally Small Business disclosure format (check one):
yes [ ] no [x]
DOCUMENTS INCORPORATED BY REFERENCE
Part II of Form 10-KSB - Annual Report to Stockholders for the
fiscal year ended June 30, 1996.
Part III of Form 10-KSB - Proxy Statement for 1996 Annual
Meeting of Stockholders.<PAGE>
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Item 13. Exhibits and Reports on Form 8-K
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(a) Exhibits
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The following is the exhibit list filed as part of this
Amendment to Annual Report on Form 10-KSB/A:
Regulation S-B
Exhibit Number Document
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3(a) Articles of Incorporation, including
amendments thereto *
(b) By-Laws *
4 Instruments defining the rights of securities
holders, including debentures *
10 Material Contracts *
(a) Employment contracts between
the Bank and Messrs. Meredith,
Opsal, Nassif and Ms. Rose
(b) 1993 Stock Option and Incentive Plan
(c) Recognition and Retention Plan
(d) Salary Continuation Plan
13 Annual Report to Security Holders *
21 Subsidiaries of Registrant *
23.1 Consent of McGladrey & Pullen, LLP *
23.2 Consent of Vroman, McGowen, Hurst, Clark
& Smith, P.C.
27 Financial Data Schedule *
99 Report of Predecessor Certified Public
Accountants
__________
* Incorporated by reference to the Registrant's Annual Report on
Form 10KSB for the Fiscal Year Ended June 30, 1996.<PAGE>
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GFS BANCORP, INC.
Date: April 29, 1997 /s/ Steven L. Opsal
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Steven L. Opsal (Duly
Authorized Representative)
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.
/s/ Steven L. Opsal /s/ LeRoy E. Meredith
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Steven L. Opsal, President, LeRoy E. Meredith, Chairman of
Chief Executive Officer and the Board and Director
Director (Principal Executive
Officer)
Date: April 29, 1997 Date: April 29, 1997
/s/ Theodore Mokricky /s/ David Clay
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Theodore Mokricky, Vice David Clay, Director
Chairman of the Board
Date: April 29, 1997 Date: April 29, 1997
/s/ Thomas M. Groth /s/ Scott A. Jensen
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Thomas M. Groth, Director Scott A. Jensen, Director
Date: April 29, 1997 Date: April 29, 1997
/s/ Donald H. Howig
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Donald H. Howig, Director
Date: April 29, 1997
/s/ Katherine A. Rose
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Katherine A. Rose, Senior Vice
President and Chief Financial
Officer and Director (Principal
Financial and Accounting Officer)
Date: April 29, 1997
CONSENT OF INDEPENDENT AUDITORS
______________
We consent to the incorporation by reference in the Registration
Statements of GFS Bancorp, Inc. and Subsidiary on Form S-8 (SEC
File Nos. 33-84814 and 333-24157) of our report dated July 19,
1995, which report is incorporated by reference in the Annual
Report on Form 10-KSB of GFS Bancorp, Inc. and Subsidiary for the
year ended June 30, 1996.
/s/ VROMAN, MCGOWEN, HURST, CLARK & SMITH, P.C.
Des Moines, Iowa
April 29, 1997
INDEPENDENT AUDITOR'S REPORT
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Board of Directors
GFS Bancorp, Inc.
Grinnell, Iowa
We have audited the accompanying consolidated balance sheet of
GFS Bancorp, Inc. and subsidiary as of June 30, 1995, and the
related consolidated statements of income, changes in
stockholders' equity and cash flows for the years ended June 30,
1995 and 1994. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of GFS Bancorp, Inc. and its subsidiary as of
June 30, 1995 and the consolidated results of their operations
and their cash flows for the years ended June 30, 1995 and 1994,
in conformity with generally accepted accounting principles.
/s/ VROMAN, MCGOWEN, HURST, CLARK & SMITH, P.C.
Des Moines, Iowa
July, 1995
