UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Home Bancorp of Elgin, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
436892-10-3
(CUSIP Number)
N/A
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Date of Event which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which the Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*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>
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CUSIP No.436892-10-3 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Voluntary)
Home Bancorp of Elgin, Inc.
Employee Stock Ownership Plan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Employee benefit plan of Illinois corporation.
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SOLE VOTING POWER 0
NUMBER OF 5
SHARES BENEFICIALLY -----------------------------------------------
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING 472,484
PERSON -----------------------------------------------
WITH
7 SOLE DISPOSITIVE POWER
0
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8 SHARED DISPOSITIVE POWER
560,740
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,740
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*
/ /
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.17% of 6,855,799 shares of Common Stock outstanding as of December 31, 1997
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12 TYPE OF REPORTING PERSON*
EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6 pages
Item 1(a)
Name of Issuer: Home Bancorp of Elgin, Inc.
Item 1(b)
Address of Issuer's Principal Executive Office: 16 North Spring Street
Elgin, Illinois 60120-5569
Item 2(a)
Name of Person Filing: Home Bancorp of Elgin, Inc.
Employee Stock Ownership Plan
ESOP Committee
16 North Spring Street
Elgin, Illinois 60120-5569
Item 2(b)
Address of Principal Business Office: 16 North Spring Street
Elgin, Illinois 60120-5569
Item 2(c)
Citizenship: Employee benefit plan of Illinois corporation.
Item 2(d)
Title of Class of Securities:
Common stock, par value $0.01 per share ("Common Stock").
Item 2(e)
CUSIP Number: 436892-10-3
Item 3
The person filing is an:
(f) |X| Employee benefit plan which is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
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Page 4 of 6 pages
Item 4
Ownership:
The following information with respect to the Plan's ownership
of Common Stock is provided as of December 31, 1997. None of the shares set
forth below constitute shares the beneficial ownership of which the Plan had the
right to acquire within 60 days following such date.
(a) Amount Beneficially Owned. . . . . 560,740
(b) Percent of Class . . . . . . . . . . . . 8.17%
(c) Number of shares as to which
such person has:
(i) sole power to vote or to
direct the vote . . . . . . . . . 0
(ii) shared power to vote or to
direct the vote. . . . . . . . . 560,740
(iii) sole power to dispose or to
direct disposition of . . . . . 0
(iv) shared power to dispose or to
direct disposition of . . . . . 560,740
The reporting person is an employee stock ownership plan under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") with individual
accounts for the accrued benefits of participating employees and their
beneficiaries. The reporting person is administered by the ESOP Committee and
its assets are held in trust by a trustee ("Plan Trustee"). The number of shares
listed as beneficially owned represents the entire number of shares of Common
Stock held by Harris Bank Barrington, N.A., as Plan Trustee, as of December 31,
1997. As of December 31, 1997, 88,256 of such shares of Common Stock had been
allocated to individual accounts established for participating employees and
their beneficiaries, and 472,484 of such shares were held, unallocated, for
allocation in future years. In general, participating employees and their
beneficiaries have the power and authority to direct the voting of shares of
Common Stock allocated to their individual accounts. Such allocated shares are,
therefore, not included as shares over which the reporting person has sole or
shared voting power. The reporting person, through the Plan Trustee, has shared
voting power over unallocated Common Stock. Any unallocated Common Stock is
generally required to be voted by the Plan Trustee in the same proportion as
Common Stock which has been allocated to Participants is directed to be voted.
The reporting person, through the Plan Trustee (who is instructed by the ESOP
Committee) has shared dispositive power
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Page 5 of 6 pages
over all unallocated Common Stock held by the reporting person. The reporting
person, acting through the Plan Trustee (who is instructed by the ESOP
Committee) shares dispositive power over allocated Common Stock with
participating employees and their beneficiaries, who have the right to determine
whether Common Stock allocated to their respective accounts will be tendered in
response to a tender offer but otherwise have no dispositive power. Any
unallocated Common Stock is generally required to be tendered by the Plan
Trustee in the same proportion as Common Stock which has been allocated to
Participants is directed to be tendered. In limited circumstances, ERISA may
confer upon the Plan Trustee the power and duty to control the voting and
tendering of Common Stock allocated to the accounts of participating employees
and beneficiaries who fail to exercise their voting and/or tender rights. The
reporting person disclaims voting power with respect to such allocated Common
Stock.
Item 5
Ownership of Five Percent or Less of a Class: Not applicable.
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
Dividends declared on Common Stock held by the Plan which have
been allocated to the account of a Participant are allocated to the account of
such Participant. Such dividends may be held and invested in the same manner as
funds generally held or invested by the Plan which are not invested in Common
Stock or distributed to Participants in accordance with and at such time as
provided in the Plan Document. Participants may receive, or direct the receipt
of, proceeds of the sale of Common Stock held by the Plan and allocated to their
accounts to the extent they have become vested in such Common Stock and at such
times as provided in the Plan Document. No Participant has the right to receive
or the power to direct the receipt of dividends on, or the proceeds of the sale
of, more than 5% of the Common Stock issued and outstanding as of the date
hereof.
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:
The reporting person is an employee benefit plan subject to
the provisions of the Employee Retirement Income Security Act of 1974.
Item 9
Notice of Dissolution of Group: Not applicable.
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Page 5 of 6 pages
Item 10
Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of such securities and were not acquired and are not held in connection
with or as a participant in any transaction having such purposes or effect.
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.
Date: February 17, 1998
HOME BANCORP OF ELGIN, INC. EMPLOYEE STOCK OWNERSHIP PLAN
By: ESOP Committee
By /s/ Henry R. Hines
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Henry R. Hines
By /s/ Orval M Graening
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Orval M. Graening
By /s/ Donald E. Laird
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Donald E. Laird
By /s/ Leigh O'Connor
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Leigh O'Connor
By /s/ Thomas R. Rakow
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Thomas R. Rakow
By /s/ Richard S. Scheflow
-----------------------------
Richard S. Scheflow
