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. 2)<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)
March 8, 2000
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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 /_/.
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.
(Continued on following pages)
(Page 1 of 9 pages)
_____________________
<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).
CUSIP NO. 423666106000 13D Page 2 of 9 pages
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 -0- Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0- Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
OO
CUSIP NO. 423666106000 13D Page 3 of 9 pages
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 -0- Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0- Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
CUSIP NO. 423666106000 13D Page 4 of 9 pages
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 -0- Shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0- Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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 210 Quail Ridge Drive, Westmont,
Illinois 60559. 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 210 Quail Ridge Drive, Westmont, Illinois
60559.
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 9 pages)
Reporting Persons to acquire their shares of Common Stock were
provided from personal funds.
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 $16.50 per share, in a business
combination. A copy of the Proposal Letter has previously been filed
with this Schedule 13D and is incorporated herein by reference. By
letter dated January 7, 2000, the Company notified John H. Daly that
its Board of Directors "determined that it is in the best interests of
the shareholders of the Company at this time to pursue its existing
business plan and remain independent."
The Reporting Persons have sold all of the shares of Common
Stock owned by them and no longer have any present plans or proposals
which relate to or would result in any of the plans or proposals of
the type referred to in clauses (a) through (j) of Item 4 of Schedule
13D promulgated by the Securities and Exchange Commission (although
the Reporting Persons reserve the right to develop such plans or
proposals).
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) As of the date hereof, no Reporting Person beneficially
owns any shares of Common Stock.
(b) As of the date hereof, no Reporting Person has the sole
or shared power to vote or to direct the vote of, or to dispose of or
to direct the disposition of, any shares of Common Stock.
(c) The following sets forth a list of each of the
transactions in the Common Stock effected by any of the Reporting
Persons during the past 60 days. Each transaction was effected via an
open market transaction, except that each of the transactions effected
on March 8, 2000 was effected via a tender of shares of Common Stock
to the Company by the Reporting Persons pursuant to the Company's
self-tender offer.
(Page 6 of 9 pages)
<TABLE>
<CAPTION>
Reporting Person Transaction Date Number of Shares Sold Price Per Share ($)
---------------- ---------------- --------------------- -------------------
<S> <C> <C> <C>
Denis J. Daly, Jr. 02/01/00 5,350 15 1/4
Denis J. Daly, Jr. 02/01/00 2,650 15 1/8
Denis J. Daly, Jr. 02/02/00 5,350 15 3/8
Denis J. Daly, Jr. 02/03/00 4,000 15 5/16
Denis J. Daly, Jr. 02/04/00 2,000 15 5/16
Denis J. Daly, Jr. 02/15/00 3,500 15
Denis J. Daly, Jr. 02/16/00 1,500 15
Denis J. Daly, Jr. 03/03/00 390 10 13/16
Denis J. Daly, Jr. 03/08/00 29,610 15
John H. Daly 02/01/00 2,000 15 1/8
John H. Daly 02/01/00 1,783 15 1/4
John H. Daly 02/01/00 4,000 15 7/16
John H. Daly 02/02/00 4,117 15 3/8
John H. Daly 02/03/00 4,000 15 5/16
John H. Daly 02/04/00 2,000 15 5/16
John H. Daly 02/15/00 3,500 15
John H. Daly 02/16/00 1,500 15
John H. Daly 03/03/00 390 10 13/16
John H. Daly 03/08/00 29,610 15
Tara 02/01/00 2,650 15 1/8
Tara 02/01/00 2,867 15 1/4
Tara 02/02/00 5,850 15 3/8
Tara 02/03/00 3,500 15 5/16
Tara 02/04/00 2,000 15 5/16
Tara 02/15/00 3,000 15
Tara 02/16/00 2,000 15
Tara 03/03/00 390 10 13/16
Tara 03/08/00 29,610 15
</TABLE>
(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
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) As of March 8, 2000, each of the Reporting Persons
ceased being the beneficial owner of more than five percent of the
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
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
(Page 7 of 9 pages)
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 (previously
filed).
Exhibit 2.1 Joint Filing Agreement (previously filed).
(Page 8 of 9 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: March 14, 2000
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 9 of 9 pages)
