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. ________)<F1>
Hemlock Federal Financial Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
423666106000
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(Cusip Number)
James F. X. Fahy, Esq.
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606
(312) 258-5512
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 28, 1999
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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 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.
<F1> 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
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
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.
<TABLE>
<CAPTION>
Reporting Person Transaction Date Number of Shares Sold Price Per Share ($)
---------------- ---------------- --------------------- -------------------
<S> <C> <C> <C>
Tara 12/27/99 1,000 13 3/8
Tara 12/27/99 50 13 1/4
</TABLE>
(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)
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)
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)
