UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HFNC Financial Corporation
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(Name of Issuer)
Common
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(Title of Class of Securities)
404177-10-7
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(CUSIP Number)
H. Jerry Shearer P. O. Box 7574, Columbia, S.C. 29202 (803) 749-7888
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 12, 1996
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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 [ ]. (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).
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SCHEDULE 13D
CUSIP NO. 404177-10-7 PAGE 2 OF 11
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerry Zucker
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
PF, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
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8. SHARED VOTING POWER
875,000
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9. SOLE DISPOSITIVE POWER
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10. SHARED DISPOSITIVE POWER
875,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,000
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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)
5.1%
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14. TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 404177-10-7 PAGE 3 OF 11
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerry Shearer
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
PF, 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,500
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8. SHARED VOTING POWER
875,000
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9. SOLE DISPOSITIVE POWER
1,500
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10. SHARED DISPOSITIVE POWER
875,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
876,500
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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)
5.1%
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14. TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 404177-10-7 PAGE 4 OF 11
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mid-Atlantic Investors
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
WC, 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
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8. SHARED VOTING POWER
875,000
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9. SOLE DISPOSITIVE POWER
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10. SHARED DISPOSITIVE POWER
875,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,000
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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)
5.1%
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14. TYPE OF REPORTING PERSON*
PN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 404177-10-7 PAGE 5 OF 11
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mid-Atlantic Partners, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. COMMISSION USE ONLY
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4. SOURCE OF FUNDS*
WC, 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
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8. SHARED VOTING POWER
875,000
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9. SOLE DISPOSITIVE POWER
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10. SHARED DISPOSITIVE POWER
875,000
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,000
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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)
5.1%
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14. TYPE OF REPORTING PERSON*
PN
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<PAGE>
6
Item 1. Security and Issuer
Common stock of HFNC Financial Corporation, 139 South Tryon Street,
Charlotte, North Carolina 28202 (the "Issuer").
Item 2. Identity and Background
Mid-Atlantic Investors ("Mid-Atlantic") is a general partnership organized
under the laws of the state of South Carolina for the purpose of investing in
financial institutions. Its address is Post Office Box 7574, Columbia, South
Carolina 29202. Messrs. Zucker and Shearer are the partners of Mid-Atlantic.
Mid-Atlantic has not, during the last five years, been convicted in a criminal
proceeding or been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which it was or is subject to any
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, state or federal securities laws or finding
any violation with respect to such laws.
Mid-Atlantic Partners, L.P., ("M-A Partners") is a limited partnership
organized under the laws of South Carolina for the purpose of investing in
financial institutions and other investments. Its address is Post Office Box
7574, Columbia, South Carolina 29202. Mid-Atlantic is the general partner of M-A
Partners. M-A Partners has not, during the last five years, been convicted in a
criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which it was or is
subject to any judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, state or federal securities
laws or finding any violation with respect to such laws.
Jerry Zucker is a natural person who resides at 16 Buckingham Drive,
Charleston, South Carolina 29407. Mr. Zucker's principal occupation is as the
chief executive officer of The InterTech Group, Inc., Post Office Box 5205,
North Charleston, South Carolina 29406. Mr. Zucker has not, during the last five
years, been convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which he was or is subject to any judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, state or federal securities laws or finding any violation with respect to
such laws. Mr. Zucker is a citizen of the State of South Carolina and the United
States of America.
H. Jerry Shearer is a natural person residing at 289 Hunters Blind Drive,
Columbia, South Carolina 29212. His principal occupation is as managing partner
of Mid-Atlantic. Mr. Shearer has not, during the last five years, been convicted
in any criminal proceeding or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of which he 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. Mr. Shearer is a
citizen of the State of South Carolina and the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
The 876,500 shares of common stock as to which this filing relates were
purchased for $14,912,387 with personal funds, working capital of M-A Partners,
and on margin. Margin transactions were with Dean Witter Reynolds, Inc., on such
firm's usual terms and conditions.
Item 4. Purpose of Transaction
The purpose of the acquisition of the securities by M-A Partners and Mr.
Shearer is for investment and to take actions which may enhance the value of the
<PAGE>
7
securities as an investment. In conjunction therewith, M-A Partners, Mid-
Atlantic, Mr. Shearer and/or Mr. Zucker may seek to obtain the requisite
approval, or lack of objection, from the Office of Thrift Supervision ("OTS") to
increase its ownership beyond 10% if such a transaction is permissible under the
Articles of Incorporation of the Issuer and would not constitute an acquisition
of control of the Issuer. M-A Partners, Mid-Atlantic, Mr. Shearer and/or Mr.
Zucker may acquire and/or sell additional securities of the Issuer through open
market purchases or privately negotiated transactions. M-A Partners,
Mid-Atlantic, Mr. Shearer and/or Mr. Zucker may propose, sponsor or support
candidates for election to the board of directors by proxy solicitation or
otherwise; provided, however, neither M-A Partners, Mid-Atlantic, Mr. Shearer
nor Mr. Zucker will engage in a contested solicitation for the election of
directors. M-A Partners, Mid-Atlantic, Mr. Shearer and/or Mr. Zucker may also
seek to encourage a business combination between the Issuer and some third
person, if such transaction would be profitable to M-A Partners, Mid-Atlantic,
Mr. Shearer and/or Mr. Zucker. M-A Partners, Mid-Atlantic, Mr. Shearer and/or
Mr. Zucker may communicate with other shareholders to the extent permitted under
the proxy rules. Amendment No. 1 to this Item 4 is for the purpose of
clarifying, rather than changing, the purpose and intentions of the Reporting
Persons.
Item 5. Interest in Securities of the Issuer
M-A Partners, Mid-Atlantic, Mr. Zucker and Mr. Shearer together
beneficially own 875,000 shares, or 5.1% of the Issuer's common stock, over
which they share voting, investment and dispositive power. Mr. Shearer
beneficially owns another 1,500 shares of the Issuer's common stock. Mr. Shearer
has sole voting, investment and dispositive power with respect to such 1,500
shares. As a group, M-A Partners, Mid-Atlantic Investors, Mr. Shearer and Mr.
Zucker beneficially own 876,500 shares of the Issuer's common stock or 5.1%.
The following shares were acquired in over-the-counter transactions in the
60 days prior to September 13, 1996:
Per Share Total
Date Shares Price Purchase
M-A Partners
7/15/96 5,000 15.875 79,375.00
7/16/96 15,500 15.875 246,062.50
7/22/96 10,000 16.125 161,250.00
7/24/96 10,000 16.000 160,000.00
7/25/96 10,000 16.000 160,000.00
7/30/96 5,000 16.125 80,625.00
8/12/96 2,200 16.500 36,300.00
9/3/96 125,000 17.375 2,171,875.00
9/4/96 50,000 17.375 868,750.00
9/9/96 91,000 18.000 1,638,000.00
9/10/96 225,000 18.000 4,050,000.00
9/11/96 35,000 18.000 630,000.00
9/12/96 15,000 17.958 269,375.00
9/13/96 3,800 18.000 68,400.00
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
875,000 of the shares of common stock of the Issuer as to which this filing
relates are partnership property of M-A Partners. As such, they will be voted
and/or disposed of by the partnership pursuant to the vote of the partners of
Mid-Atlantic, the general partner of M-A Partners. Any income or loss recognized
by the partnership in connection with the ownership or disposition of such
securities will be divided between the partners in accordance with the
partnership agreement.
<PAGE>
8
Item 7. Material to be Filed as Exhibits
(a) Copy of the written agreement relating to the filing of joint
acquisition statements.
(b) Power of Attorney.
<PAGE>
9
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I
certify the information set forth in this amended statement is true, complete
and correct.
MID-ATLANTIC INVESTORS, for itself
and as General Partner of MID-
ATLANTIC PARTNERS, L.P.
/s/Jerry Zucker*
By:_______________________________
Date: December 24, 1996 Jerry Zucker, Partner
/s/H. Jerry Shearer
By:_______________________________
Date: December 24, 1996 H. Jerry Shearer, Partner
/s/Jerry Zucker*
----------------------------------
Date: December 24, 1996 Jerry Zucker
/s/H. Jerry Shearer
----------------------------------
Date: December 24, 1996 H. Jerry Shearer
*by H. Jerry Shearer
Attorney-in-fact
<PAGE>
10
Exhibit (a)
AGREEMENT TO FILE SCHEDULES 13D JOINTLY
Pursuant to the requirements of Rule 13d-1(f)(1)(iii), the undersigned
hereby agree that whenever one or more of them is required to file a statement
containing the information required by Schedule 13D (or an amendment thereto)
relating to shares of HFNC Financial Corporation, which Schedule 13D relates as
to each of them to the same securities, they agree that only one such statement
shall be filed on behalf of all such persons containing the required information
with regard to each such person.
Dated this 13th day of September, 1996.
MID-ATLANTIC INVESTORS, for
itself and as General
Partner of MID-ATLANTIC
PARTNERS, L.P.
/s/H. Jerry Shearer
By:________________________________
Its General Partner
/s/Jerry Zucker
__________________________________*
Jerry Zucker, individually and as a general
partner of Mid-Atlantic Investors
/s/H. Jerry Shearer
----------------------------------
H. Jerry Shearer, individually and as a
general partner of Mid-Atlantic Investors
*By H. Jerry Shearer
Attorney-in-Fact
<PAGE>
11
Exhibit (b)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of H. Jerry Shearer, Jerry
Zucker and Mid-Atlantic Investors, a South Carolina General Partnership, hereby
makes, constitutes and appoints H. Jerry Shearer and Jerry Zucker, and each of
them acting individually, its and his true and lawful attorneys, with power to
act without the other and with full power of substitution, to execute, deliver
and file in its or his name and on its or his behalf, and in each of the
undersigned partner's capacity or capacities as shown below, with the Securities
and Exchange Commission (the "Commission") reports (and amendments and
supplements thereto) relating to beneficial ownership of securities in HFNC
Financial Corporation on Forms 3, 4 and 5 and Schedule 13D under the Securities
Exchange Act of 1934, and on such other forms as may be promulgated from time to
time by the Commission; and each of Mid-Atlantic Investors and Jerry Zucker and
H. Jerry Shearer, both individually and in their capacities as general partners
of Mid-Atlantic Investors, grants to said attorneys, and to each of them, full
power and authority to do and perform each and every act and thing whatsoever as
said attorneys or attorney may deem necessary or advisable to carry out fully
the intent of this power of attorney to the same extent and with the same effect
as Mid-Atlantic Investors might or could do, and as each of said individuals
might or could do personally in his capacity or capacities as aforesaid, and
each of Mid-Atlantic Investors, and such individuals and general partners hereby
ratifies and confirms all acts and things which said attorneys or attorney might
do or cause to be done by virtue of this power of attorney and its or his
signatures as the same may be signed by said attorneys or attorney, or any of
them, to any or all of the following (and/or any and all amendments and
supplements to any or all thereof): Forms 3, 4 and 5 and Schedule 13D and any
other forms promulgated by the Commission for the purpose of reporting
beneficial ownership or changes in beneficial ownership of securities, with
respect to securities owned or hereafter acquired by any or all of them in HFNC
Financial Corporation.
IN WITNESS WHEREOF, Mid-Atlantic Investors, has caused this power of
attorney to be signed on its behalf, and each of the undersigned individually
and in the capacity or capacities noted has hereunto set his hand, as of the
dates indicated below.
MID-ATLANTIC INVESTORS, a South Carolina
General Partnership
/s/H. Jerry Shearer
By:_______________________________________
Managing Partner
Date: September 13, 1996
Signature Title Date
/s/H. Jerry Shearer
_______________________________ General Partner September 13, 1996
H. Jerry Shearer
/s/Jerry Zucker
_______________________________ General Partner September 13, 1996
Jerry Zucker
