UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.4)
Heritage Financial Services, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
42723H-10-0
(CUSIP Number)
Charles J. Moore
The Banc Funds Company, L.L.C.
208 South LaSalle Street
Chicago, Illinois 60604
(312) 855-6202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 24, 1997
(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 [ ].
1
<PAGE>
CUSIP No. 42723H-10-0
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
The Midwest Bank Fund II, 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
Illinois
7 Sole Voting Power
Number of 13,450 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 13,450 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
13,450 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.1%
14 Type of Reporting Person*
PN
2
<PAGE>
CUSIP No. 42723H-10-0
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
Illinois
7 Sole Voting Power
Number of 70,647 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 70,647 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
70,647 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.6%
14 Type of Reporting Person*
PN
3
<PAGE>
CUSIP No. 42723H-10-0
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
Illinois
7 Sole Voting Power
Number of 216,534 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 216,534 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
216,534 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
1.8%
14 Type of Reporting Person*
00
4
<PAGE>
CUSIP No. 42723H-10-0
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
Illinois
7 Sole Voting Power
Number of 46,190 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 46,190 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
46,190 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.4%
14 Type of Reporting Person*
PN
5
<PAGE>
CUSIP No. 42723H-10-0
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
Illinois
7 Sole Voting Power
Number of 155,800 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 155,800 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
155,800 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
1.3%
14 Type of Reporting Person*
00
6
<PAGE>
This statement relates to the Common Stock, no par value ("Common
Stock"), of Heritage Financial Services, Inc. ("HERS"). The address of
the principal executive offices of HERS is 17500 S. Oak Park Avenue,
Tinley Park, Illinois 60477.
Item 2. Identity and Background
(a) This statement is filed by The Midwest Bank Fund II, L.P. ("BF
II"), an Illinois Limited Partnership, 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.
(i) The general partner of BF II is MidBanc II, L.P. ("MidBanc II"),
whose principal business is to be a general partner of BF II. The general
partner of BF III is MidBanc III L.P. ("MidBanc III"), 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"), whose principal business is to be a
general partner of BF IV. MidBanc II, III, and IV are Illinois limited
partnerships.
(ii) The general partner of MidBanc II is ChiCorp Management II, Inc.
("Management II"), whose principal business is to be a general partner of
MidBanc II. The general partner of MidBanc III is ChiCorp Management III,
Inc. ("Management III"), 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"), whose principal business is to be a
general partner of MidBanc IV. Management II, III, and IV are Illinois
corporations.
(iii) The executive officers and directors of Management II, III and IV
are the same and are composed of:
Name and Offices in
Present Principal Management II,
Occupation III and IV
- ----------------- ---------------
Joan W. Moore Secretary
Member, The Banc Funds and Director
Company, L.L.C. ("TBFC")
Charles J. Moore President, Treasurer,
Manager, BF II, BF III, T III, and Director
BF IV, and T IV
(iv) The sole stockholder of Management II, III and IV is TBFC, an
Illinois limited liability company which is controlled by Charles J.
Moore. Mr. Moore has been the manager of the investment decisions for each
of BF II, BF III, BF IV, T III and T IV since their respective inceptions.
As manager, Mr. Moore has voting and dispositive power over the securities
of the issuer held by each of those entities. As the controlling member of
TBFC, Mr. Moore will control Management II, III and IV, and therefore each
of the Partnership entities directly and indirectly controlled by each of
Management II, III and IV.
(v) The investment manager of T III and T IV is TBFC under an
Investment Management Agreement with each Trust. Charles J. Moore, as
portfolio manager for T III and T IV, has voting and dispositive power
7
<PAGE>
over the issuer's securities held by such trusts.
(vi) Investment decisions by BF II require the approval of such Fund's
Investment Committee. The Investment Committee of BF II is composed of
the following persons:
Name and Present Principal Business
Occupation Address
- -------------------------- -----------
James F. Ackerman 8910 Purdue Road
Chairman and Chief Executive Indianapolis, IN
Officer, Cardinal Communications 46268
cable television operation
Richard A. Heise 440 S. LaSalle St.
Real estate owner, developer and Chicago, IL 60605
venture capitalist
Paul R. Judy 14 Country Lane
Corporate Director and adviser Northfield, IL 60093
(b) and (c) The address of the principal business and principal office
of BF II, BF III, T III, BF IV, T IV, MidBanc II, MidBanc III, MidBanc IV,
Management II, Management III, Management IV, and TBFC and the business
address of each of the persons named in paragraph (a)(iii) is 208 S.
LaSalle Street, Chicago, IL 60604.
(d) and (e) 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.
(f) Each of the persons named in paragraphs (a)(iv) and (vi) is a
citizen of the United States of America.
Item 3. Source and Amount of Funds or other Consideration.
An aggregate of $3,825,515.96 from the capital of the Funds has been
used in making purchases of 502,621 shares of Common Stock of HERS.
Item 4. Purpose of Transaction.
The Funds acquired the Common Stock of HERS reported herein for purposes
of investment. The Funds may, in the future, purchase additional shares
of Common Stock of HERS 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 Schedule 13d-101 of the Securities and Exchange
Commission. The Funds reserve the right, in the future, to adopt such
plans or proposals.
Item 5. Interest in Securities of the Issuer.
8
<PAGE>
(a) An aggregate of 502,621 shares of Common Stock are beneficially
owned by the Funds. Such shares of Common Stock represent approximately
4.2% of the Common Stock of HERS outstanding as of December 2, 1997. Of
said shares, 13,450 shares of Common Stock are beneficially owned by BF II
(0.1% of the outstanding shares), while 70,647 shares of Common Stock are
beneficially owned by BF III (0.6% of the outstanding shares), while
216,534 shares of Common Stock are beneficially owned by T III (1.8% of
the outstanding shares), while 46,190 shares of Common Stock are
beneficially owned by BF IV (0.4% of the outstanding shares), and 155,800
shares of Common Stock are beneficially owned by T IV (1.3% of the
outstanding shares). To the best knowledge and belief of the Funds, no
securities of HERS 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. As
set forth in Item 2(a)(iv), Charles J. Moore as portfolio manager has the
power to vote and to dispose of the issuer's securities, subject in the
case of BF II to approval of disposition by the Investment Committee.
(c) On November 24, 1997, the Funds' ownership of shares of Common
Stock of HERS decreased by more than 1% of the adjusted outstanding shares
of said class since Amendment #3 on September 25, 1995. The Funds have
purchased and sold Common Shares on the open market as described in the
table below:
BF II Sales:
Dollar Number Price per
Date Amount of Shares Share
- ----------- ------------ ------------ ----------
09/25/97 79,497.35 4,000 19.87
09/29/97 19,959.33 1,000 19.96
10/03/97 55,935.63 2,500 22.37
10/06/97 444,985.16 20,000 22.25
10/07/97 22,499.25 1,000 22.50
10/08/97 56,248.12 2,500 22.50
10/09/97 206,243.12 9,000 22.92
10/14/97 114,996.16 5,000 23.00
10/15/97 137,995.40 6,000 23.00
10/16/97 321,989.26 14,000 23.00
10/20/97 137,995.40 6,000 23.00
10/30/97 214,992.83 10,000 21.50
11/13/97 64,689.84 2,700 23.96
11/20/97 27,499.08 1,000 27.50
11/24/97 51,748.27 2,000 25.87
11/26/97 10,208.65 400 25.52
12/01/97 85,515.89 3,300 25.91
BF III Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ---------- ------------ --------- ----------
09/30/97 24,907.50 1,230 20.25
9
<PAGE>
T III Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ------------ ------------ ------------ ----------
09/30/97 76,342.50 3,770 20.25
BF IV Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ------------ ------------ ------------ ----------
09/30/97 69,619.50 3,438 20.25
10/20/97 63,626.25 2,830 22.56
10/22/97 23,584.13 1,031 22.88
T IV Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ------------ ------------ ------------ ----------
09/30/97 234,130.50 11,562 20.25
10/20/97 213,982.75 9,484 22.56
10/22/97 79,353.38 3,469 22.88
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
None
Item 7. Material to be filed as exhibits.
None
10
<PAGE>
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 2, 1997
THE MIDWEST BANK FUND II, L.P.
By MIDBANC II, L.P.,
general partner
By CHICORP MANAGEMENT II, INC.,
general partner
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
BANC FUND III L.P.
By MIDBANC III L.P.,
general partner
By CHICORP MANAGEMENT III, INC.,
general partner
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
BANK FUND III TRUST
By THE BANC FUNDS COMPANY, L.L.C.,
Investment Manager
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
BANC FUND IV L.P.
By MIDBANC IV L.P.,
general partner
By CHICORP MANAGEMENT IV, INC.,
general partner
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
BANC FUND IV TRUST
By THE BANC FUNDS COMPANY, L.L.C.,
Investment Manager
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
