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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
GFS Bancorp, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $0.01 Per share
________________________________________________________________________________
(Title of Class of Securities)
361694102
_______________________________________________________________
(CUSIP Number)
James B. Langeness of
Duncan, Green, Brown, Langeness & Eckley, A Professional Corporation
400 Locust Street, Suite 380 Telephone: 515/288-6440
Des Moines, Iowa 50309 Facsimile: 515/288-6448
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 24, 1996
_______________________________________________________________
(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]. (A fee is
not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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 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).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 361694102 PAGE 2 OF 11 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
(a) I.S.B. Bancorporation, Inc. (I.R.S. Identification No. 42-1244763)
(b) L.B.T. Bancorporation (I.R.S. Identification No. 42-1343665)
(c) W.A. Krause (S.S. No. ###-##-####)
(d) Richard O. Wikert (S.S. No. ###-##-####)
(e) C. Wilson Persinger Trust (Trust Identification No. 480183038)
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE LINE IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 (a) I.S.B. Bancorporation, Inc.: WC
(b) L.B.T. Bancorporation: WC
(c) W.A. Krause: PF
(d) Richard O. Wikert: PF
(e) C. Wilson Persinger Trust: PF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 (a) I.S.B. Bancorporation, Inc.: State of Iowa
(b) L.B.T. Bancorporation: State of Iowa
(c) W.A. Krause: State of Iowa
(d) Richard O. Wikert: State of Nebraska
(e) C. Wilson Persinger Trust: State of Iowa
- ------------------------------------------------------------------------------
SOLE VOTING POWER
NUMBER OF 7 (a) I.S.B. Bancorporation, Inc.: 6,000
(b) L.B.T. Bancorporation: 15,000
(c) W.A. Krause: 14,504
SHARES (d) Richard O. Wikert: 7,342
(e) C. Wilson Persinger Trust: 6,654
-----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 (a) I.S.B. Bancorporation, Inc.: -0-
(b) L.B.T. Bancorporation: -0-
(c) W.A. Krause: -0-
OWNED BY (d) Richard O. Wikert: -0-
(e) C. Wilson Persinger Trust: -0-
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9 (a) I.S.B. Bancorporation, Inc.: 6,000
(b) L.B.T. Bancorporation: 15,000
REPORTING (c) W.A. Krause: 14,504
(d) Richard O. Wikert: 7,342
(e) C. Wilson Persinger Trust: 6,654
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 (a) I.S.B. Bancorporation, Inc.: -0-
(b) L.B.T. Bancorporation: -0-
(c) W.A. Krause: -0-
(d) Richard O. Wikert: -0-
(e) C. Wilson Persinger Trust: -0-
- ------------------------------------------------------------------------------
Page 2 of 11
<PAGE>
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 (a) I.S.B. Bancorporation, Inc.: 6,000
(b) L.B.T. Bancorporation: 15,000
(c) W.A. Krause: 14,504
(d) Richard O. Wikert: 7,342
(e) C. Wilson Persinger Trust: 6,654
(f) Combined (a) + (b) + (c) + (d) + (e) = 49,500
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13 (a) I.S.B. Bancorporation, Inc.: 1.20%
(b) L.B.T. Bancorporation: 3.00%
(c) W.A. Krause: 2.90%
(d) Richard O. Wikert: 1.47%
(e) C. Wilson Persinger Trust: 1.33%
(f) Combined (a) + (b) + (c) + (d) + (e) = 9.90%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 (a) I.S.B. Bancorporation, Inc.: CO
(b) L.B.T. Bancorporation: CO
(c) W.A. Krause: IN
(d) Richard O. Wikert: IN
(e) C. Wilson Persinger Trust: OO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 3 of 11
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
Common Stock, $0.01 par value, (the "Shares") of GFS Bancorp, Inc., a
Delaware corporation (the "Issuer"). The Issuer's Shares are traded
over the counter and are listed on the NASDAQ "Small Cap" Market under
the symbol "GFSB." The principal executive offices of the Issuer are
located at 1025 Main Street, Grinnell, Iowa 50112-0030.
ITEM 2. IDENTITY AND BACKGROUND.
((a) through (f)). This Statement is being jointly filed by I.S.B.
Bancorporation, Inc., an Iowa corporation ("ISB"), L.B.T.
Bancorporation, an Iowa corporation ("LBT"), W.A. Krause ("KRAUSE"),
Richard O. Wikert ("WIKERT"), and the C. Wilson Persinger Trust
("TRUST"). The principal executive officers of both ISB and LBT are
located at 4201 Westown Parkway, Suite 320, West Des Moines, Iowa
50266. ISB is a one-bank holding company created for the purpose of
owning all of the outstanding capital stock of Liberty Bank & Trust,
Woodbine, Iowa. LBT is a one-bank holding company created for the
purpose of owning all of the outstanding stock of Liberty Bank &
Trust, Lake Mills, Iowa. KRAUSE is an individual who resides in Des
Moines, Iowa. WIKERT is an individual who resides in Fremont,
Nebraska. The TRUST is a trust established by C. Wilson Persinger, an
individual who resides in Sioux City, Iowa.
The following table furnishes the name, business address, present
principal occupation, and the name, principal business, and address of
any corporation or other organization in which such employment or
occupation is conducted, and the citizenship of each executive officer
and director of both ISB and LBT:
EXECUTIVE OFFICERS AND DIRECTORS OF ISB:
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
=======================================================================================
<S> <C> <C> <C>
W.A. Krause 4201 Westown Parkway President and USA
West Des Moines, IA 50266 Treasurer
of Krause Gentle
Corporation
- ---------------------------------------------------------------------------------------
Richard O. Wikert 340 East Military President of R & M USA
Fremont, NE 68025 Companies
- ---------------------------------------------------------------------------------------
C. Wilson Persinger 4400 South Lewis Boulevard Chairman of Wilson USA
Sioux City, IA 51106 Trailer Company
- ---------------------------------------------------------------------------------------
</TABLE>
Page 4 of 11
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS OF LBT:
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
======================================================================================
<S> <C> <C> <C>
W.A. Krause 4201 Westown Parkway President and USA
West Des Moines, IA 50266 Treasurer
of Krause Gentle
Corporation
- --------------------------------------------------------------------------------------
Richard O. Wikert 340 East Military President of R & M USA
Fremont, NE 68025 Companies
- --------------------------------------------------------------------------------------
C. Wilson Persinger 4400 South Lewis Blvd Chairman of Wilson USA
Sioux City, IA 51106 Trailer Company
- --------------------------------------------------------------------------------------
</TABLE>
The natural persons reporting in this Schedule 13D are as follows:
<TABLE>
<CAPTION>
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
======================================================================================
<S> <C> <C> <C>
W.A. Krause 4201 Westown Parkway President and USA
West Des Moines, IA 50266 Treasurer
of Krause Gentle
Corporation
- --------------------------------------------------------------------------------------
Richard O. Wikert 340 East Military President of R & M USA
Fremont, NE 68025 Companies
- --------------------------------------------------------------------------------------
C. Wilson Persinger 4400 South Lewis Blvd Chairman of Wilson USA
Sioux City, IA 51106 Trailer Company
- --------------------------------------------------------------------------------------
</TABLE>
During the past five years neither ISB, LBT, KRAUSE, WIKERT, nor the
TRUST nor, to the best knowledge of ISB and LBT, any of their
respective executive officers or directors has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of
such proceeding is or was subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or was found to have
violated any such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Funds for ISB's purchases of the Shares reported on this Schedule 13D
were provided from the working capital of ISB. Funds for LBT's
purchases of the Shares reported on this Schedule 13D were provided
from the working capital of LBT. Funds for KRAUSE's purchases of the
Shares reported on this Schedule 13D were provided from the personal
funds of KRAUSE. Funds for WIKERT's purchase of the Shares reported
on this Schedule 13D were provided from the personal funds of WIKERT.
Funds for the TRUST's purchase of the Shares reported on the Schedule
13D were provided from the personal funds of the TRUST.
Page 5 of 11
<PAGE>
ITEM 4. PURPOSE OF TRANSPORTATION.
The Shares purchased by ISB, LBT, KRAUSE, WIKERT, and the TRUST have
been acquired and are being held solely for investment purposes. ISB,
LBT, KRAUSE, WIKERT, and the TRUST believe that the Shares represent
an attractive investment opportunity at this time. ISB, LBT, KRAUSE,
WIKERT, and the TRUST may make additional purchases of Shares for
investment in the open market, in privately negotiated transactions,
or from the Issuer, subject to state and federal regulatory
requirements and certain provisions of the Issuer's Certificate of
Incorporation and Bylaws, as mentioned below, and depending on ISB's,
LBT's, KRAUSE's, WIKERT's, and/or the TRUST's evaluation of the
Issuer's business, prospects and financial condition, the market for
the Shares, other opportunities available to ISB, LBT, KRAUSE, WIKERT,
and/or the TRUST, prospects for ISB's, LBT's, KRAUSE's, WIKERT's,
and/or the TRUST's own business, general economic conditions, money
and stock market conditions and other future developments. Depending
on the same factors, ISB, LBT, KRAUSE, WIKERT, and/or the TRUST may
decide to sell all or part of their respective investments in the
Shares, although neither ISB, LBT, KRAUSE, WIKERT, nor the TRUST has
any current intention to do so.
As part of ISB's, LBT's, KRAUSE's, WIKERT's, and the TRUST's ongoing
assessment of their respective investments in the Issuer, ISB, LBT,
KRAUSE, WIKERT, and the TRUST reserve the right to contact and meet
with management of the Issuer in the future. As of the date of this
Schedule 13D, no Reporting Person has engaged in discussions with
management of the Issuer.
Although ISB's, LBT's, KRAUSE's, WIKERT's, and the TRUST's purchases
of Shares have been made solely for investment purposes, at some
future time ISB, LBT, KRAUSE, WIKERT, and the TRUST might decide that
it is desirable to seek to acquire the Issuer or to seek to control or
otherwise influence the management and policies of the Issuer.
However, the managements of ISB and LBT, respectively, have made no
decision, and have not been authorized by the respective Boards of
Directors of ISB and LBT, to seek to acquire the Issuer or to seek to
control or otherwise influence the management and policies of the
Issuer. Similarly, neither KRAUSE, WIKERT, nor the TRUST have made a
decision to seek to acquire the Issuer or to seek to control or
otherwise influence the management and policies of the Issuer.
According to the Issuer's prospectus dated November 10, 1993, various
provisions of the Issuer's Certificate of Incorporation and Bylaws
impose certain restrictions on the acquisition, ownership, and voting
of the Shares. Such provisions may discourage potential takeover
attempts, particularly those that have not been negotiated directly
with the Board of Directors of the Issuer. Included among these
provisions are provisions (i) limiting the voting power of Shares held
by persons owning 10% or more of the Shares, (ii) requiring a
supermajority vote of stockholders for approval of certain business
combinations, (iii) establishing a staggered Board of Directors, (iv)
permitting special meetings of stockholders to be called only by the
Board of Directors, and (v) authorizing a class of preferred stock
with terms to be established by the Board of Directors. These
provisions could
Page 6 of 11
<PAGE>
prevent the sale or merger of the Issuer even where a majority of the
stockholders approve of such transaction. Furthermore, numerous
restrictions are provided for under certain federal and state laws
with respect to the acquisition and ownership of the Shares. For
example, per the Issuer's said prospectus, regulations of the Office
of Thrift Supervision, Department of Treasury ("OTS") prohibit any
person for three years following the conversion of a savings and loan
association (the Issuer's initial public offering of up to 460,000
shares of common stock in November, 1993, was part of such a
conversion) without prior approval of the OTS, from acquiring or
making an offer (if not opposed by the institution) to acquire more
than 10% of the stock of a converted savings and loan association if
such person is, or after consummation of such acquisition would be,
the beneficial owner of more than 10% of the stock of such converted
savings and loan association. Federal law and regulations also
require OTS approval prior to the acquisition of "control" (as defined
in the regulations) of an insured institution, including a holding
company thereof. These regulations could have the effect of
discouraging takeover attempts of the Issuer.
Except as set forth herein, neither ISB, LBT, KRAUSE, WIKERT, nor the
TRUST nor, to the best knowledge of ISB and LBT, any of their
respective executive officers or directors, have any present plans or
proposals that relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization, or liquidation, involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the Board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) A class of securities of the Issuer ceasing to be authorized to
be quoted in an inter-dealer quotation system of a registered
national securities association;
Page 7 of 11
<PAGE>
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
The fact that the Reporting Persons have filed this Schedule 13D
jointly shall not constitute an admission that the Reporting Persons
are acting in concert for the purpose of the Securities Exchange Act
of 1934 or for any other purpose.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Schedule 13D, ISB owned directly 6,000
Shares, representing approximately 1.20% of the class
outstanding. As of the date of this Schedule 13D, LBT owned
directly 15,000 Shares, representing approximately 3.00% of the
class outstanding. As of the date of this Schedule 13D, KRAUSE
owned directly 14,504 Shares, representing approximately 2.90% of
the class outstanding. As of the date of the Schedule 13D, WIKERT
owned directly 7,342 Shares, representing 1.47% of the class
outstanding. As of the date of this Schedule 13D, the TRUST owned
directly 6,654 Shares, representing 1.33% of the class
outstanding. Hence, ISB, LBT, KRAUSE, WIKERT, and the TRUST
collectively owned 49,500 Shares, representing approximately
9.90% of the class outstanding. As a precautionary measure, ISB,
LBT, KRAUSE, WIKERT, and the TRUST have elected to file this
Statement on a joint basis inasmuch as they may be deemed by a
third party to constitute a "group" (within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934) due to
their existing management and ownership structures. However, each
Reporting Person expressly disclaims the existence of a group
(within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934) with the other Reporting Persons, and each
Reporting Person further disclaims beneficial ownership of the
other Reporting Persons' Shares. It is noted that the stock
ownership and the shareholders of ISB and LBT are not identical.
In any event, neither the filing of this Statement nor any of its
contents shall be deemed to constitute an admission that ISB or
LBT is the beneficial owner of the other's Shares or a member of
a group either for the purpose of Section 13(d) of the Securities
Exchange Act of 1934 or for any other purpose.
(b) ISB has the sole power to vote or to direct the vote and the sole
power to dispose of, or to direct the disposition of, the Shares
owned by it. LBT has the sole power to vote or to direct the vote
and the sole power to dispose of, or to direct the disposition
of, the Shares owned by it. KRAUSE has the sole power to vote or
to direct the vote and the sole power to dispose of, or to direct
the disposition of, the Shares owned by him. WIKERT has the sole
power to vote or to direct the vote and the sole power to dispose
of, or to direct the disposition of, the Shares
Page 8 of 11
<PAGE>
owned by him. The TRUST has the sole power to vote or to direct
the vote and the sole power to dispose of, or to direct the
disposition of, the Shares owned by it. Each of the Reporting
Persons retains the absolute right to vote and dispose of its
Shares as it individually determines.
(c) The following table describes any transactions in the Shares
effected during the past 60 days, all of which, except as noted,
were affected in the over-the-counter open market:
SHARE TRANSACTIONS EFFECTED BY ISB:
<TABLE>
<CAPTION>
DATE OF SALE NUMBER OF SHARES SALE PRICE PER
SOLD SHARE
=====================================================
<S> <C> <C>
December 24, 1996 17,500 $20.25
January 9, 1997 2,500 20.25
-----------------------------------------------------
</TABLE>
SHARE TRANSACTIONS EFFECTED BY LBT:
<TABLE>
<CAPTION>
DATE OF SALE NUMBER OF SHARES SALE PRICE PER
SOLD SHARE
=====================================================
<S> <C> <C>
December 24, 1996 11,000 $20.25
-----------------------------------------------------
</TABLE>
SHARE TRANSACTIONS EFFECTED BY KRAUSE.
<TABLE>
<CAPTION>
DATE OF PURCHASE NUMBER OF SHARES PURCHASE PRICE
PURCHASED PER SHARE
=====================================================
<S> <C> <C>
December 24, 1996 14,504 $20.25
-----------------------------------------------------
</TABLE>
SHARE TRANSACTIONS EFFECTED BY WIKERT.
<TABLE>
<CAPTION>
DATE OF PURCHASE NUMBER OF SHARES PURCHASE PRICE
PURCHASED PER SHARE
=====================================================
<S> <C> <C>
December 24, 1996 7,342 $20.25
-----------------------------------------------------
</TABLE>
Page 9 of 11
<PAGE>
SHARE TRANSACTIONS EFFECTED BY THE TRUST.
<TABLE>
<CAPTION>
DATE OF PURCHASE NUMBER OF SHARES PURCHASE PRICE
PURCHASED PER SHARE
=====================================================
<S> <C> <C>
December 24, 1996 6,654 $20.25
-----------------------------------------------------
</TABLE>
(d) No person other than ISB has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares owned by ISB. No person other than LBT has
the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Shares
owned by LBT. No person other than KRAUSE has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Shares owned by KRAUSE. No
person other than WIKERT has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Shares owned by WIKERT. No person other than the
TRUST has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the Shares
owned by the TRUST.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described in the Statement on Schedule 13D, neither ISB,
LBT, KRAUSE, WIKERT, nor the TRUST, nor, to the best knowledge of ISB
and LBT, any of the respective executive officers and directors of ISB
and LBT, has any contracts, arrangements, understandings, or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Subject to the foregoing, ISB, LBT, KRAUSE, WIKERT, and the TRUST
agree and understand that this Statement is being filed on a joint
basis and thus it is being filed on behalf of each such Reporting
Person. This joint filing agreement is evidenced by the signatures of
the Reporting Person's respective authorized representatives as set
forth below.
Page 10 of 11
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
Statement is true, complete, and correct.
I.S.B.
BANCORPORATION, INC.
Dated: ____________________ By: ____________________________________
W.A. Krause, Secretary and Treasurer
L.B.T. BANCORPORATION
Dated: ____________________ By: ____________________________________
W.A. Krause, Secretary and Treasurer
Dated: ____________________ ____________________________________
W.A. Krause
Dated: ____________________ ____________________________________
Richard O. Wikert
THE C. WILSON PERSINGER TRUST
Dated: ____________________ By: ____________________________________
C. Wilson Persinger, Trustee
Page 11 of 11
