-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F6PICwxUxQYMn0OsmuV3XxEnCxbYCJdhSDmx4fwtie5pdPv4Cmmx6pvcFFiiFO3H 5lX9S3iiYI5E6DMuVfIEUA== 0000895813-99-000444.txt : 19991229 0000895813-99-000444.hdr.sgml : 19991229 ACCESSION NUMBER: 0000895813-99-000444 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEMLOCK FEDERAL FINANCIAL CORP CENTRAL INDEX KEY: 0001029654 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 364126192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54449 FILM NUMBER: 99781331 BUSINESS ADDRESS: STREET 1: 5700 WEST 159TH STREET CITY: OAK FOREST STATE: IL ZIP: 60452-3198 BUSINESS PHONE: 7086879400 MAIL ADDRESS: STREET 1: 5700 WEST 159TH STREET CITY: OAK FOREST STATE: IL ZIP: 60452-3198 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TARA ENTERPRISES LLC CENTRAL INDEX KEY: 0001067848 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364168764 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 900 JORI BLVD. STREET 2: SUITE 218 CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 6305715570 MAIL ADDRESS: STREET 1: 900 JORI BLVD. STREET 2: SUITE 218 CITY: OAK BROOK STATE: IL ZIP: 60523 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. ________) Hemlock Federal Financial Corporation --------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share --------------------------------------------------------------------- (Title of Class of Securities) 423666106000 --------------------------------------------------------------------- (Cusip Number) James F. X. Fahy, Esq. Schiff Hardin & Waite 6600 Sears Tower Chicago, Illinois 60606 (312) 258-5512 --------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 28, 1999 --------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box /x/. NOTE. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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). (Continued on following pages) (Page 1 of 15 pages) CUSIP NO, 423666106000 13D Page 2 of 14
1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tara Enterprises, L.L.C. TIN 36-4168764 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois NUMBER OF 7 SOLE VOTING POWER SHARES -0- Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 159,117 Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- Shares PERSON 10 SHARED DISPOSITIVE POWER WITH 159,117 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 159,117 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.84% 14 TYPE OF REPORTING PERSON OO CUSIP NO, 423666106000 13D Page 3 of 14 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John H. Daly 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES -0- Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 159,117 Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- Shares PERSON 10 SHARED DISPOSITIVE POWER WITH 159,117 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 159,117 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.84% 14 TYPE OF REPORTING PERSON IN CUSIP NO, 423666106000 13D Page 4 of 14 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Denis J. Daly, Jr. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF 7 SOLE VOTING POWER SHARES -0- Shares BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 159,117 Shares EACH 9 SOLE DISPOSITIVE POWER REPORTING -0- Shares PERSON 10 SHARED DISPOSITIVE POWER WITH 159,117 Shares 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 159,117 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.84% 14 TYPE OF REPORTING PERSON IN
ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $.01 per share (the "Common Stock"), of Hemlock Federal Financial Corporation, a Delaware corporation (the "Company"), whose principal executive offices are located at 5700 West 159th Street, Oak Forest, Illinois 60452. Item 2. IDENTITY AND BACKGROUND. This statement is being filed jointly by Tara Enterprises, L.L.C. ("Tara"), John H. Daly individually, and Denis J. Daly, Jr., individually (each, a "Reporting Person"). The agreement among the Reporting Persons relating to the joint filing of this statement is filed as Exhibit 2.1 hereto. Tara is an Illinois limited liability company principally engaged in the business of investing. The address of the principal business and office of Tara is 900 Jorie Blvd., Suite 218, Oak Brook, Illinois 60523. John H. Daly and Denis J. Daly, Jr. are the only directors and executive officers of Tara. John H. Daly is a citizen of the United States of America and his principal occupation is serving as President of Tara. John H. Daly also owns 50% of the membership interests of Tara. John H. Daly's business address is 900 Jorie Blvd., Suite 218, Oak Brook, Illinois 60523. Denis J. Daly, Jr. is a citizen of the United States of America and his principal occupation is serving as Executive Vice President of Community Bank Oak Park River Forest, which is principally engaged in the business of banking. Denis J. Daly, Jr. also owns 50% of the membership interests of Tara. Denis J. Daly, Jr.'s business address is 1001 Lake Street, Oak Park, Illinois 60301. During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The amount of funds used to purchase the Common Stock owned by the Reporting Persons was approximately $772,000 for Tara, approximately $623,000 for John H. Daly and approximately $697,000 for Denis J. Daly, Jr. All of such funds used by Tara to acquire its shares of Common Stock were provided from Tara's cash reserves and short term investments, and all of such funds used by the other (page 5 of 14 pages) Reporting Persons to acquire their shares of Common Stock were provided from personal funds. All funds to be used by the Reporting Persons to acquire additional shares of Common Stock are expected to be provided from cash reserves, personal funds and third party loans. ITEM 4. PURPOSE OF TRANSACTION. The shares of Common Stock reported herein were originally acquired for investment purposes. In a letter dated December 28, 1999 from John H. Daly to the Board of Directors of the Company (the "Proposal Letter"), John H. Daly proposed that the Reporting Persons, acting through an entity to be formed for such purpose, acquire all of the outstanding shares of Common Stock of the Company for a price to be negotiated, but not less than $16.50 per share, in a business combination. A copy of the Proposal Letter is attached to this Schedule 13D as Exhibit 1.1 and is incorporated herein by reference. The Company has not yet responded to the Proposal Letter. As indicated in the Proposal Letter, the Reporting Persons currently intend to seek to acquire control of the Company, although they have not formulated any specific plan in this regard and, as indicated below, there can be no assurance that any such plan will be developed or as to the terms or the timing of any such plan. Any such plan that may be formulated could involve some or all of the following: (i) proposing a business combination transaction between the Company and a newly formed entity organized by the Reporting Persons, (ii) making a tender offer for some or all of the Common Stock, or (iii) commencing a proxy or consent solicitation to remove any provisions of the Company's bylaws which may impede the acquisition or control of the Company or to change the present members of the Company's Board of Directors, including changing the number or term of directors or filling any vacancies on the Board of Directors. The Reporting Persons may seek further contact with the Company, the Company's representatives and other persons interested in the Company, for the purposes of discussing a business combination between the Company and the Reporting Persons or an acquisition of the Company's stock by the Reporting Persons and for other related matters. Subject to applicable legal and regulatory requirements, the Reporting Persons may purchase from time to time in open market or privately negotiated transactions additional shares of Common Stock. In determining whether to purchase additional shares of Common Stock and in formulating any plan or proposal to acquire control of the Company, the Reporting Persons intend to consider various factors, including, without limitation, (i) the effect of any legal impediments to further purchases, (ii) the Company's financial condition, business, operations and prospects, (iii) other developments concerning the Company, (iv) the actions of the Board of Directors of the Company, (v) price levels of the Common Stock, (vi) other opportunities available to the Reporting Persons, and (vii) general economic, monetary and stock market conditions. In addition, depending upon, among other things, the matters referred to above, the (page 6 of 14 pages) Reporting Persons may determine to dispose of all or a portion of their shares of Common Stock. Other than as indicated above, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the plans or proposals of the type referred to in clauses (a) through (j) of Item 4 of Schedule 13D promulgated by the Securities and Exchange Commission (although the Reporting Persons reserve the right to develop such plans or proposals). ITEM 5. INTEREST IN SECURITIES OF ISSUER. The share ownership percentages described in this Schedule 13D are based on 1,616,262 shares of Common Stock being outstanding as of December 19, 1999, based upon information provided by an officer of the Company. (a) The aggregate number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons as of the date hereof is as follows: (1) Tara beneficially owns 159,117 shares of Common Stock, constituting approximately 9.84% of the outstanding Common Stock. 51,867 of such shares are owned directly by Tara, 52,900 of such shares are owned directly by John H. Daly and the remaining 54,350 of such shares are owned directly by Denis J. Daly, Jr. Tara is deemed to beneficially own the shares directly owned by the other Reporting Persons by virtue of Tara's agreement to act together with the other Reporting Persons as a group with respect to the Company's Common Stock. (2) John H. Daly beneficially owns 159,117 shares of Common Stock, constituting approximately 9.84% of the outstanding Common Stock. 52,900 of such shares are owned directly by John H. Daly, 54,350 of such shares are owned directly by Denis J. Daly, Jr, and the remaining 51,867 of such shares are owned directly by Tara. John H. Daly owns 50% of the membership interests of Tara, and is deemed to beneficially own the shares directly owned by the other Reporting Persons by virtue of his agreement to act together with the other Reporting Persons as a group with respect to the Company's Common Stock. (3) Denis J. Daly, Jr. beneficially owns 159,117 shares of Common Stock, constituting approximately 9.84% of the outstanding Common Stock. 54,350 of such shares are owned directly by Denis J. Daly, (page 7 of 14 pages) Jr., 52,900 of such shares are owned directly by John H. Daly, and the remaining 51,867 of such shares are owned directly by Tara. Denis J. Daly, Jr. owns 50% of the membership interests of Tara, and is deemed to beneficially own the shares directly owned by the other Reporting Persons by virtue of his agreement to act together with the other Reporting Persons as a group with respect to the Company's Common Stock . (b) The number of shares of Common Stock as to which each Reporting Person had the sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose of or to direct the disposition of, as of the date hereof is as follows: (1) Tara has sole power to vote no shares of Common Stock; sole power to dispose of no shares of Common Stock; shared power with the other Reporting Persons to vote 159,117 shares of Common Stock; and shared power with the other Reporting Persons to dispose of 159,117 shares of Common Stock. SEE PARAGRAPH (a)(1) ABOVE. (2) John H. Daly has sole power to vote no shares of Common Stock; sole power to dispose of no shares of Common Stock; shared power with the other Reporting Persons to vote 159,117 shares of Common Stock; and shared power with the other Reporting Persons to dispose of 159,117 shares of Common Stock. SEE PARAGRAPH (a)(2) ABOVE. (3) Denis J. Daly, Jr. has sole power to vote no shares of Common Stock; sole power to dispose of no shares of Common Stock; shared power with the other Reporting Persons to vote 159,117 shares of Common Stock; and shared power with the other Reporting Persons to dispose of 159,117 shares of Common Stock. SEE PARAGRAPH (a)(3) ABOVE. (c) The following sets forth a list of each of the transactions in the Common Stock effected by any of the Reporting Persons during the past 60 days. Each transaction was effected via an open market transaction.
Reporting Person Transaction Date Number of Shares Sold Price Per Share ($) ---------------- ---------------- --------------------- ------------------- Tara 12/27/99 1,000 13 3/8 Tara 12/27/99 50 13 1/4
(page 8 of 14 pages) (d) John H. Daly and Denis J. Daly, Jr., as the sole members (50% each) of Tara, have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the 51,867 shares of Common Stock held by Tara. No other person, other than the Reporting Persons, is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the other shares of Common Stock beneficially owned by the Reporting Persons. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Each of the Reporting Persons has agreed to act together as a group (within the meaning set forth in Section 13(d)(3) of the Securities Exchange Act of 1934) for the purpose of acquiring, holding and disposing of shares of Common Stock. Except as set forth in the foregoing sentence or as otherwise disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings, relationships (legal or otherwise) among any of the Reporting Persons or between any Reporting Person and any other person with respect to any securities of the Company. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 1.1 Letter, dated December 28, 1999, from John H. Daly to the Board of Directors of Hemlock Federal Financial Corporation. Exhibit 2.1 Joint Filing Agreement. (page 9 of 14 pages) SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 28, 1999 TARA ENTERPRISES, L.L.C. By /s/ John H. Daly ----------------------------------- John H. Daly, President /s/ John H. Daly ----------------------------------- John H. Daly /s/ Denis J. Daly, Jr. ---------------------------------- Denis J. Daly, Jr. (page 10 of 14 pages) EXHIBIT INDEX EXHIBIT DOCUMENT DESCRIPTION PAGE NUMBER ------- -------------------- ----------- 1.1 Letter, dated December 28, 1999, 11 from John H. Daly to the Board of Directors of Hemlock Federal Financial Corporation. 2.1 Joint Filing Agreement. 14 (page 11 of 14 pages) EX-1 2 EXHIBIT 1.1 ----------- December 28, 1999 Board of Directors Hemlock Federal Financial Corporation c/o Ms. Maureen G. Partynski, Chairman and CEO 5700 West 159th Street Oak Forest, Illinois 60452 Ladies and Gentlemen: As you are aware, my brother and I have been stockholders of Hemlock Federal Financial Corporation ("Hemlock") continuously since its initial public offering in March, 1997. Throughout this period, and as the largest outside shareholders of Hemlock, we have consistently supported the Board of Directors and management even though financial returns to stockholders have been disappointing. In reviewing our financial investment in Hemlock, we have concluded that we would like to increase our ownership in Hemlock by means of an acquisition proposal and possibly other stock purchases to achieve ownership of a 100% interest in Hemlock. To accomplish this, we may involve investors other than my brother and myself. To reflect this intent we are filing, concurrent with the submission of this letter to you, a Schedule 13D with the Securities and Exchange Commission, which report, as required by law, discloses our new intent with respect to Hemlock. A copy of the Schedule 13D is enclosed with this letter. As soon as possible, I would like to meet with the Board of Directors or its designated representatives to discuss our interest in increasing our ownership. Specifically, we propose that Hemlock engage in a merger transaction with an entity that we would organize for purposes of such merger, in which all outstanding shares of Hemlock are converted into the right to receive cash consideration in a per share amount reflecting a premium over the market value of Hemlock's shares as of the day preceding the date of this proposal. Determination of the final per share price to be paid to Hemlock stockholders would be subject to due diligence reviews and to negotiations with the Board of Directors, but would not be less than $16.50 per share (based upon the number of shares presently outstanding), which is 28% of the price reported on NASDAQ for the day preceding the date of this proposal. (page 12 of 14 pages) The merger transaction would be subject to normal terms and conditions customary to comparable transactions, including (as noted) due diligence, approval by the Board of Directors and stockholders of Hemlock, regulatory approvals (which we are prepared to initiate on a prompt and expeditious basis), and negotiation and execution of a definitive merger agreement containing these and other customary terms mutually acceptable to the parties. Our proposal contemplates that management of Hemlock would remain and continue to manage Hemlock after the merger. We would also hope that a majority of the present directors of Hemlock would continue to serve as directors following the merger. We believe that this proposal will be highly beneficial to Hemlock and its stockholders, and will receive enthusiastic support and endorsement from the other stockholders. At this point, however, we have not discussed this proposal with any other persons. I look forward to meeting with the Board or its representatives as soon as possible. My telephone number is (630) 571-5570. Very truly yours, /s/ John Daly (page 13 of 14 pages) EX-2 3 EXHIBIT 2.1 ----------- JOINT FILING AGREEMENT The undersigned hereby agree that the statements in their Schedule 13D with respect to the shares of common stock, par value $0.01 per share, of Hemlock Federal Financial Corporation, dated December 28, 1999, is, and any amendments to such Schedule 13D signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Dated: December 28, 1999 TARA ENTERPRISES, L.L.C. By /s/ John H. Daly ----------------------------------- John H. Daly, President /s/ John H. Daly ----------------------------------- John H. Daly /s/ Denis J. Daly, Jr. ----------------------------------- Denis J. Daly, Jr. (page 14 of 14 pages) -----END PRIVACY-ENHANCED MESSAGE-----