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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)
Michael Stevens
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.
----------
(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).
(Page 1 of 10 Pages)
(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)
Michael Stevens
________________________________________________________________________________
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 46,696 (See Item 5)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
33,024 (See Item 5)
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 41,984 (See Item 5)
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
37,736 (See Item 5)
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,720 (See Item 5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2% (See Item 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 Michael
Stevens, 5700 West 159th Street, Oak Forest, Illinois 60452. Mr. Stevens is the
President and a director of Hemlock. During the last five years, Mr. Stevens 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 his 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. Stevens is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
----------------------------------------------------------
Mr. Stevens has beneficial ownership of 79,720 shares of Common Stock. The
beneficial ownership of 79,720 shares of Common Stock is as follows: Between
March 1997 and the date hereof, Mr. Stevens has acquired, directly or
indirectly, 24,720 shares at an aggregate cost of $247,200. These shares were
purchased in part with the proceeds of a home equity loan provided by Midamerica
Federal Bank.
<PAGE>
CUSIP No. 423666-10-6 13D Page 4 of 10 Pages
From March 31, 1998 through the date hereof, Mr. Stevens has acquired
4,712 shares of Common Stock through the Hemlock Federal Financial Corporation
Employee Stock Ownership Plan, for which First Bankers Trust, N.A. acts as
trustee. These shares were purchased with funds contributed by Hemlock Federal
Bank for Savings, the subsidiary of the Company at no cost to Mr.
Stevens.
From March 31, 1997 through the date hereof, Mr. Stevens has acquired
21,220 shares of Common Stock through the Hemlock Federal Financial Corporation
Profit Sharing Trust. These shares were purchased with funds contributed by
Hemlock Federal Bank for Savings, the subsidiary of the Company for an aggregate
purchase price of $212,200.
On October 22, 1997, Mr. Stevens was awarded 20,763 restricted shares of
Common Stock through the Company's Recognition and Retention Plan. As of the
date of this statement, 8,304 shares of Common Stock covered by the award to Mr.
Stevens have vested and are jointly owned by Mr. Stevens and his spouse Darlene
Marie Stevens. The remaining 12,459 shares of Common Stock covered by the
Recognition and Retention Plan, are scheduled to vest equally on October 22,
2000, 2001 and 2002, subject to Mr. Stevens's continued service as a director of
the Company. The award of restricted Common Stock was granted to Mr. Stevens at
no cost to him.
Also on October 22, 1997, Mr. Stevens 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, 20,764 options to purchase have vested with the remaining 31,144
options to purchase scheduled to vest equally on October 22, 2000, 2001 and
2002, subject to Mr. Stevens's continued service as a director of the Company.
<PAGE>
CUSIP No. 423666-10-6 13D Page 5 of 10 Pages
Item 4. Purpose of Transaction
-------------------------------
All of the shares acquired by Mr. Stevens, directly or indirectly, were
acquired for investment purposes. Mr. Stevens 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, Mr. Stevens 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, Mr. Stevens 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; (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;
<PAGE>
CUSIP No. 423666-10-6 13D Page 6 of 10 Pages
(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) Mr. Stevens beneficially owns an aggregate of 79,720 shares of
Common Stock, constituting 7.2% of the number of shares of such Common Stock
outstanding on the date hereof.
(b) With respect to the 79,720 shares of Common Stock owned
beneficially by Mr. Stevens, such amounts include:
(1) 46,696 shares of Common Stock over which Mr. Stevens has sole voting
power. These 46,696 shares include: (i) options to purchase 20,764 shares of
Common Stock, which upon exercise Mr. Stevens will have sole voting power; (ii)
21,220 shares of Common Stock held through the Hemlock Federal Financial
Corporation Profit Sharing Trust; and (iii) 4,712 shares of Common Stock held
through the Hemlock Federal Financial Corporation ESOP.
<PAGE>
CUSIP No. 423666-10-6 13D Page 7 of 10 Pages
(2) 33,024 shares over which Mr. Stevens has shared
voting power. Of the 33,024 shares, Mr. Stevens
jointly owns 13,024 shares of Common Stock with his
spouse, Darlene Marie Stevens, whose address is 6101
Jacquelyn Court, Tinley Park, Illinois. Ms. Stevens
is a journalist with a major Midwest newspaper. Mr.
Stevens also has shared voting power over 20,000
shares of Common Stock owned by Ms. Stevens
individually in her own name.
During the last five years, Ms. Stevens 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. Ms.
Stevens is a citizen of the United States of America.
(3) 41,984 shares of Common Stock over which Mr. Stevens
has sole dispositive power. These 41,984 shares
include the shares set out in paragraph (1) above,
except for the 4,712 shares of Common Stock held in
the Hemlock Federal Financial Corporation ESOP. (See
Paragraph (5) below.)
(4) 37,736 shares of Common Stock over which Mr. Stevens
has shared dispositive power. These 37,736 shares
include the 33,024 shares set out in
<PAGE>
CUSIP No. 423666-10-6 13D Page 8 of 10 Pages
paragraph (2) above, as well as the 4,712 shares of
Common Stock held through the Hemlock Federal
Financial Corporation ESOP. (See Paragraph (5)
below.)
(5) 4,712 shares of Common Stock over which Mr. Stevens
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) Mr. Stevens did not have any transactions including beneficial
ownership of Common Stock in the past sixty days.
(d) 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 Mr. Stevens.
Not included in the above amount are options to purchase 10,382 shares
of Common Stock granted to Mr. Stevens pursuant to the Company's 1995 Stock
Option and Incentive Plan, or 4,153 shares of Common Stock granted to Mr.
Stevens pursuant to the Company's Recognition and Retention Plan. These shares
are scheduled to vest on October 22, 2000. Therefore, on October 22, 2000, Mr.
Stevens will be deemed to be the beneficial owner of 94,255 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 Mr.
<PAGE>
CUSIP No. 423666-10-6 13D Page 8 of 10 Pages
Stevens's beneficial ownership of Common Stock, then Mr. Stevens will be deemed
to beneficially own 8.5% 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 Mr. Stevens 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 Mr. Stevens 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 10, 2000 /s/ MICHAEL STEVENS
-------------------------
Michael Stevens
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
