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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
BWC FINANCIAL CORP.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
056042104
(CUSIP Number)
Charles J. Moore
The Banc Funds
208 South LaSalle Street
Chicago, Illinois 60604
(312) 855-6202
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 20, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
this acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X].
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CUSIP No. 056042104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Banc Fund III L.P.
2 Check the Appropriate Box If A Member of a Group* (A) [ ]
(B) [X]
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
Delaware
7 Sole Voting Power
Number of 9,600 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 9,600 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
9,600 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.96%
14 Type of Reporting Person*
PN
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CUSIP No. 056042104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Bank Fund III Trust
2 Check the Appropriate Box If A Member of a Group* (a) [ ]
(b) [X]
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
Delaware
7 Sole Voting Power
Number of 29,421 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 29,421 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
29,421 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
2.93%
14 Type of Reporting Person*
PN
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CUSIP No. 056042104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Banc Fund IV L.P.
2 Check the Appropriate Box If A Member of a Group* (A) [ ]
(B) [X]
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
Delaware
7 Sole Voting Power
Number of 3,087 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 3,087 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
3,087 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.31%
14 Type of Reporting Person*
PN
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CUSIP No. 056042104
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Banc Fund IV Trust
2 Check the Appropriate Box If A Member of a Group* (A) [ ]
(B) [X]
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
Delaware
7 Sole Voting Power
Number of 10,381 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 10,381 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
10,381 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
1.03%
14 Type of Reporting Person*
PN
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This statement relates to the Common Stock, $1.00 par value ("Common
Stock"), of BWC Financial Corp. ("BWCF"). The address of the principal
executive offices of BWCF is 1400 Civic Drive, Walnut Creek, California
94596.
Item 2. Identity and Background
(a) This statement is filed by Banc Fund III L.P. ("BF III"), an
Illinois Limited Partnership, Bank Fund III Trust ("T III"), Banc Fund IV L.P.
("BF IV"), an Illinois Limited Partnership, and Banc Fund IV Trust ("T IV"). The
business of the Funds is to provide financing to, and acquire equity interests
in, banks and other depository institutions and holding companies controlling
such entities.
(b) The general partner of BF III is MidBanc III L.P. ("MidBanc III"),
an Illinois limited partnership, whose principal business is to be a general
partner of BF III. The general partner of BF IV is MidBanc IV L.P. ("MidBanc
IV"), an Illinois limited partnership, whose principal business is to be a
general partner of BF IV.
(c) The general partner of MidBanc III is ChiCorp Management III, Inc.
("Management III"), an Illinois corporation, whose principal business is to be a
general partner of MidBanc III. The general partner of MidBanc IV is ChiCorp
Management IV, Inc. ("Management IV"), an Illinois corporation, whose principal
business is to be a general partner of MidBanc IV.
(d) The executive officers and directors of Management III and IV
are the same and are composed of:
Offices in
Management Present Principal
Name III and IV Occupation
- -------------------- ---------------------- -----------------------
John A. Wing Vice President and Chairman and Chief
Director Executive Officer, The
Chicago Corporation
Robert T. Brehm Vice President and Executive Vice
Director President, Director and
President of Asset
Management Group, The
Chicago Corporation
Wilbert A. Thiel Treasurer and Director President/Treasurer,
Chief Operating Officer
and Director, The
Chicago Corporation
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Perry L. Taylor, Jr. Secretary and Director Executive Vice
President, Secretary,
General Counsel and
Director, The Chicago
Corporation
Charles J. Moore President and Director Manager, BF III, T III,
BF IV, and T IV
The Chicago Corporation is an investment services firm and is
registered as a broker/dealer in securities.
(e) The sole stockholder of BF III and IV is ChiCorp, Inc. ("ChiCorp"),
a Delaware corporation whose principal business is to be a holding company for
The Chicago Corporation.
(f) The executive officers and directors of ChiCorp are the following
persons:
Present Principal
Name Offices in ChiCorp Occupation
- -------------------- ----------------------- -------------------------
John A. Wing Chairman of the Board Chairman and Chief
Executive Officer, The
Chicago Corporation
Robert R. Rudolph Vice Chairman and Director, The Chicago
Director Corporation
Wilbert A. Thiel President, Treasurer, President/Treasurer,
Assistant Secretary and Chief Operating Officer
Director and Director, The
Chicago Corporation
Perry L. Taylor, Jr. Vice President, Secretary Executive Vice
and Assistant Treasurer President, Secretary,
General Counsel and
Director, The Chicago
Corporation
Thomas J. McCausland Vice Chairman and Director, The Chicago
Director Corporation
John C. Harris Director Executive Vice President
and Director, The
Chicago Corporation
Robert T. Brehm Director Executive Vice
President, Director, and
President of the Asset
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Management Group, The
Chicago Corporation
Faris F. Chesley Director Vice Chairman and
Director, The Chicago
Corporation
Ralph C. Walter Assistant Secretary Senior Vice President
and Director, The
Chicago Corporation
(g) The address of the principal business and principal office of BF
III, T III, BF IV, T IV, MidBanc II, MidBanc III, MidBanc IV, Management III,
Management IV, The Chicago Corporation and ChiCorp, and the business address of
each of the persons named in paragraphs (d) and (f) is 208 S. LaSalle Street,
Chicago, IL 60604.
(h) During the last five years, none of the persons named herein has
been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), or been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgement, 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.
(i) Each of the persons named in paragraphs (d) and (f) is a
citizen of the United States of America.
Item 3. Source and Amount of Funds or other Consideration.
An aggregate of $919,684 from the capital of the Funds has been used in
making purchases of 52,489 shares of Common Stock.
Item 4. Purpose of Transaction.
The Funds acquired the Common Stock of BWCF reported herein for
purposes of investment. The Funds may, in the future, purchase additional shares
of Common Stock of BWCF or sell such securities.
The Funds do not have any present plan or proposal which would relate
to or result in transactions of the kind described in paragraphs (a) through (j)
of Item 4 of Rule 13d-101 of the Securities and Exchange Commission. The Funds
reserve the right, in the future, to adopt such plans or proposals.
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Item 5. Interest in Securities of the Issuer.
(a) An aggregate of 52,489 shares of Common Stock are beneficially
owned by the Funds. Such shares of Common Stock represent approximately 5.23% of
the Common Stock of BWCF outstanding as of September 30, 1996. Of said shares,
9,600 shares of Common Stock are beneficially owned by BF III (0.96% of the
outstanding shares), while 29,421 shares of Common Stock are beneficially owned
by T III (2.93% of the outstanding shares), while 3,087 shares of Common Stock
are beneficially owned by BF IV (0.31% of the outstanding shares), and 10,381
shares of Common Stock are beneficially owned by T IV (1.03% of the outstanding
shares). To the best knowledge and belief of the Funds, no securities of BWCF
are owned by any of the other persons named in Item 2 or by any persons who
together with any of the persons named in Item 2 comprise a group within the
meaning of Section 13(d) (3) of the Securities Exchange Act of 1934, as amended.
Anything to the contrary in this Schedule 13D notwithstanding, each Fund
disclaims beneficial ownership of the shares of Common Stock beneficially owned
by the other Fund.
(b) The Funds have the sole power to vote or to direct the vote, and
the sole power to dispose or to direct the disposition of, all of the shares
beneficially owned by them as set forth in paragraph (a) above.
(c) On December 20, 1996 the Funds' ownership of shares of Common Stock
of BWCF increased to more than 5% of the adjusted outstanding shares of said
class. The Funds have purchased Common Shares on the open market as described in
the table below:
BF IV Purchases:
Date Dollar Amount Number of Shares Cost per Share
11/06/96 21,550 917 23.500
12/09/96 15,224 641 23.750
12/20/96 12,516 527 23.750
T IV Purchases:
Date Dollar Amount Number of Shares Cost per Share
11/06/96 72,451 3,083 23.500
12/09/96 51,205 2,156 23.750
12/20/96 42,109 1,773 23.750
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Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer.
None
Item 7. Material to be filed as exhibits.
None
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.
December 31, 1996
BANC FUND IV L.P.
By MIDBANC IV L.P.,
General Partner
By CHICORP MANAGEMENT IV, INC.,
General Partner
By /s/ Charles J. Moore
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Charles J. Moore
President
BANC FUND IV TRUST
By THE CHICAGO CORPORATION,
Investment Manager
By /s/ Charles J. Moore
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Charles J. Moore
Senior Vice President
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