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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 3) *
GFS Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
361694 10 2
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(CUSIP Number)
_______________
* 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).
Page 1 of 7 pages<PAGE>
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CUSIP No. 361694 10 2 13G Page 2 of 7 Pages
1. NAME OF REPORTING PERSONS:
GFS Bancorp, Inc.
Employee Stock Ownership Plan
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
42-1410536
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 84,640
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 84,640
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 84,640
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.5%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 361694 10 2 13G Page 3 of 7 Pages
1. NAME OF REPORTING PERSONS:
First Bankers Trust Company, N.A.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
37-0622729
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares Beneficially Owned by Each Reporting Person
with:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 38,289
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 38,289
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 38,289
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 3.8%
12. TYPE OF REPORTING PERSON: BK
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CUSIP No. 361694 10 2 13G Page 4 of 7 Pages
Securities and Exchange Commission
Washington, D.C. 20549
ITEM 1(a) NAME OF ISSUER.
GFS Bancorp, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
1025 Main Street
Grinnell, Iowa 50112-0030
ITEM 2(a) NAME OF PERSON(S) FILING.
GFS Bancorp, Inc. Employee Stock Ownership Plan
("ESOP") and First Bankers Trust Company, N.A., as trustee of the
ESOP.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b) for the ESOP. The business address
of the ESOP's trustee is Broadway at 12th Street, Quincy, IL
62305-3566.
ITEM 2(c) CITIZENSHIP.
See Row 4 of the second part of the cover page
provided for each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share.
ITEM 2(e) CUSIP NUMBER.
See the upper left corner of the second part of the
cover page provided for each reporting person.
ITEM 3. 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 13d-1(b)(1)(ii)(F),
Items (a) (b) (c) (d) (e) (g) and (h) - not applicable.
This Schedule 13G is being filed on behalf of the ESOP identified
in Item 2(a), filing under the Item 3(f) classification, and by
the trustee of the trust established pursuant to the ESOP, filing
pursuant to SEC no-action letters. Exhibit A contains a
disclosure of the voting and dispositive powers over shares of
the issuer held directly by these entities.
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Page 5 of 7 Pages
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the
second part of the cover page provided for each
reporting person.
(b) Percent of Class: See Row 11 of the second part
of the cover page provided for each reporting
person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement 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: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Pursuant to Section 8.4 of the ESOP, the Board of
Directors of GFS Bancorp, Inc. has the power to direct the
receipt of dividends on shares held in the ESOP trust.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
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 or effect.<PAGE>
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Page 6 of 7 Pages
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.
GFS BANCORP, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
First Bankers Trust Company, N.A. February 5, 1998
as Trustee ----------------
Date
By: /s/ Carmen Walch
----------------
Its Trust Officer
FIRST BANKERS TRUST COMPANY, N.A. February 5, 1998
----------------
Date
By: /s/ Carmen Walch
----------------
Its Trust Officer
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Page 7 of 7 Pages
Exhibit A
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First Bankers Trust Company, N.A., the trustee of the ESOP,
may be deemed under applicable regulations to "beneficially" own
the shares held by the ESOP which have not been allocated to
participants or allocated shares for which no voting instructions
are received from the participants. Other than the shares held
by the ESOP, the trustee does not beneficially own any shares of
GFS Bancorp's common stock. Pursuant to the terms of the ESOP,
participants in the ESOP are entitled to instruct the trustee of
the ESOP as to the voting of the shares allocated to their
accounts. The trustee is required to vote the shares held by the
ESOP which have not been allocated to specific accounts on each
issue with respect to which shareholders are entitled to vote in
the proportion that the participants had voted the shares
allocated to their accounts with respect to such issue. Prior to
the allocation of shares, the trustee will vote the shares in its
discretion.
The trustee has the right to sell allocated shares held by
the ESOP, the proceeds from which are allocated to the accounts
of individual participants. The trustee also may sell
unallocated shares, to the extent such shares are not pledged to
secure borrowed funds. With respect to unallocated shares, cash
received from the sale of shares or payment of dividends is
retained in the ESOP trust and may be used to purchase additional
shares or to repay the ESOP loan. Overall, the trustee must
exercise voting and dispositive power with respect to the assets
held by the ESOP, including common stock of the issuer, in
accordance with the fiduciary responsibility requirements imposed
by Section 404 of the Employee Retirement Income Security Act of
1974, as amended.
