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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
Hemlock Federal Financial Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
423666-10-6
--------------------------------------------------------------------------------
(CUSIP Number)
Maureen G. Partynski
5700 West 159th Street, Oak Forest, Illinois 60452
(708) 687-9400
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 2000
--------------------------------------------------------------------------------
(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 10 Pages)
----------
(1) 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 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).
(SC13D-07/98)
<PAGE>
CUSIP No. 423666-10-6 13D Page 2 of 10 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maureen G. Partynski
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF, SC
________________________________________________________________________________
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
_________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 51,173 (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
32,255 (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 47,045 (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
36,341 (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,428
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 423666-10-6 13D Page 3 of 10 Pages
Item 1. Security and Issuer
----------------------------
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of Hemlock Federal
Financial Corporation ("Hemlock" or the "Company"), a Delaware corporation,
located at 5700 West 159th Street, Oak Forest, Illinois 60452.
Item 2. Identity and Background
--------------------------------
The name and address of the person filing this statement is Maureen G.
Partynski, 5700 West 159th Street, Oak Forest, Illinois 60452. Ms. Partynski is
the Chairman of the Board and Chief Executive Officer of Hemlock. During the
last five years, Ms. Partynski has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in him being 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 being found in violation with respect to
such laws.
Ms. Partynski is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
----------------------------------------------------------
Ms. Partynski has beneficial ownership of 83,428 shares of Common Stock.
The beneficial ownership of the 83,428 shares of Common Stock is as follows:
<PAGE>
CUSIP No. 423666-10-6 13D Page 4 of 10 Pages
Between March 1997 and the date hereof, Ms. Partynski has acquired,
directly or indirectly, 29,050 shares at an aggregate cost of approximately
$290,500. These shares were purchased in part through a home equity loan
provided by Midamerica Federal Bank.
From March, 1998 through the date hereof, Ms. Partynski has acquired
4,068 shares of Common Stock through the Hemlock Federal Financial Corporation
Employee Stock Ownership Plan ("ESOP"), for which Bankers Trust, N.A. acts as
trustee. These shares were purchased with funds contributed by Hemlock Federal
Bank for Savings at no cost to Ms. Partynski.
From March, 1997 through the date hereof, Ms. Partynski has acquired
21,241 shares of Common Stock through the Hemlock Federal Financial Corporation
Profit Sharing Trust, for which Harris Bank acts as trustee. These shares were
purchased with funds contributed by Hemlock Federal Bank for Savings, the
subsidiary of the Company for an aggregate purchase price of 212,410.
On October 22, 1997, Ms. Partynski was awarded 20,763 restricted shares
of Common Stock through the Company's Recognition and Retention Plan. As of the
date of this statement, 8,305 shares of Common Stock covered by the award have
vested and are jointly owned by Ms. Partynski and her husband Jeffrey Partynski.
The remaining 12,459 shares of Common Stock covered by the Recognition and
Retention Plan are to vest equally on October 22, 2000, 2001 and 2002, subject
to Ms. Partynski's continued service as a director of the Company. The award of
restricted Common Stock was granted to Ms. Partynski at no cost to her.
Also on October 22, 1997, Ms. Partynski was awarded 51,908 options to
purchase the Company's Common Stock through the Company's 1995 Stock Option and
Incentive Plan at an exercise price of $17.25 per share. As of the date of this
statement, options to purchase 20,764 shares have vested with the remaining
31,144 options to purchase scheduled to vest equally on
<PAGE>
CUSIP No. 423666-10-6 13D Page 5 of 10 Pages
October 22, 2000, 2001 and 2002, subject to Ms. Partynski's continued service as
a director of the Company.
Item 4. Purpose of Transaction
-------------------------------
All of the shares acquired by Ms. Partynski, directly or indirectly,
were acquired for investment purposes. Ms. Partynski may, from time to time,
depending upon market conditions and other investment considerations, purchase
additional shares of Hemlock for investment purposes or dispose of shares of
Hemlock. As a director, Ms. Partynski regularly explores potential actions and
transactions which may be advantageous to Hemlock, including, but not limited
to, possible mergers, acquisitions, reorganizations or other material changes in
the business, corporate structure, management, policies, governing instruments,
capitalization, securities or regulatory or reporting obligations of Hemlock.
Except as noted above, Ms. Partynski has no plans or proposals which
relate to or would result in:
(a) the acquisition by any person of additional securities of Hemlock,
or the disposition of securities by Hemlock;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Hemlock or any of its subsidiaries;
(c) a sale or transfer of material amount of assets of Hemlock or any
of its subsidiaries;
(d) any change in the present board of directors or management of
Hemlock, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
<PAGE>
CUSIP No. 423666-10-6 13D Page 6 of 10 Pages
(e) any material change in the present capitalization or dividend
policy of Hemlock;
(f) any other material change in Hemlock's business or corporate
structure;
(g) changes in Hemlock's certificate of incorporation, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of Hemlock by any person;
(h) causing a class of securities of Hemlock to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of Hemlock becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
---------------------------------------------
(a) Ms. Partynski beneficially owns an aggregate of 83,428 shares of
Common Stock, constituting 7.5% of the number of shares of such Common Stock
outstanding on the date hereof.
(b) With respect to the 83,428 shares of Common Stock owned
beneficially by Ms. Partynski, such amounts include:
(1) 51,173 shares of Common Stock over which Ms.
Partynski has sole voting power. These 51,173 shares
include: (i) 2,500 shares of Common Stock held for
Ms. Partynski's minor son and over which Ms.
Partynski has sole voting power; (ii) options to
purchase 20,764 shares of Common Stock, which upon
exercise Ms. Partynski will have sole voting power;
(iii) 21,241 shares of Common Stock held through the
Hemlock Federal Financial Corporation
<PAGE>
CUSIP No. 423666-10-6 13D Page 7 of 10 Pages
Profit Sharing Trust; (iv) 2,600 shares of Common
Stock held by Ms. Partynski in her Individual
Retirement Account; and (v) 4,068 shares of Common
Stock held through the Hemlock Federal Financial
Corporation
ESOP.
(2) 32,255 shares over which Ms. Partynski has shared
voting power. Of the 32,255 shares, Ms. Partynski
jointly owns 8,305 shares of Common Stock with her
spouse, Jeffrey J. Partynski, whose address is 13755
Teakwood, Lockport, Illinois. Mr. Partynski is a
project manager/engineer for a fitness company. Ms.
Partynski also has shared voting power over 20,750
shares of Common Stock owned by Mr. Partynski
individually, and 3,200 shares of Common Stock, which
Mr. Partynski holds as custodian for their minor
daughter.
During the last five years, Mr. Partynski
has not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction which resulted in her being 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 being
found in violation with respect to such laws. Mr.
Partynski is a citizen of the United States of
America.
(3) 47,045 shares of Common Stock over which Ms.
Partynski has sole dispositive power. These 47,045
shares include the shares set out in
<PAGE>
CUSIP No. 423666-10-6 13D Page 8 of 10 Pages
paragraph (1) above, except for the 4,068 shares of
Common Stock held in the Hemlock Federal Financial
Corporation ESOP. (See Paragraph (5) below.)
(4) 36,341 shares of Common Stock over which Ms.
Partynski has shared dispositive power. These 36,341
shares include the 32,255 shares set out in paragraph
(2) above. The 36,341 shares also include the 4,086
shares of Common Stock held through the Hemlock
Federal Financial Corporation
ESOP. (See Paragraph (5) below.)
(5) 4,068 shares of Common Stock over which Ms. Partynski
has sole voting and shared dispositive power, with
First Bankers Trust, N.A. First Bankers Trust, N.A.
is an Illinois chartered bank with its principal
business address at 2321 Koch's Lane, P.O. Box 3566,
Quincy, Illinois 62305-3566.
(c) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares held by Ms. Partynski.
Not included in the above amount are options to purchase 10,382 shares
of Common Stock granted to Ms. Partynski pursuant to the Company's 1995 Stock
Option and Incentive Plan, or 4,153 shares of Common Stock granted to Ms.
Partynski pursuant to the Company's Recognition and Retention Plan. These shares
are scheduled to vest on October 22, 2000. Therefore, on October 22, 2000, Ms.
Partynski will be deemed to be the beneficial owner of 97,963 shares of Common
Stock. Assuming the Company's aggregate number of issued and outstanding shares
of Common Stock remains at 1,109,485 shares (the number of issued and
outstanding shares of Common Stock as of the date of this filing, exclusive of
the unvested options) and that there are no other changes in Ms.
<PAGE>
CUSIP No. 423666-10-6 13D Page 9 of 10 Pages
Partynski's beneficial ownership of Common Stock, then Ms. Partynski will be
deemed to beneficially own 8.8% of the Company's Common Stock upon the vesting
of these shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
------------------------------------------------------------------------------
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Ms. Partynski and any other person with respect to
any securities of Hemlock, including but not limited to, transfer or voting of
any of such securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, divisions of profits or loss,
or the giving or withholding of proxies. None of the Common Stock beneficially
owned by Ms. Partynski are pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment power
over such shares.
Item 7. Material to be Filed as Exhibits
-----------------------------------------
None.
<PAGE>
CUSIP No. 423666-10-6 13D Page 10 of 10 Pages
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: May 8, 2000 /s/ MAUREEN G. PARTYNSKI
---------------- ---------------------------
Maureen G. Partynski
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
