UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._)
Merchants Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
588438-10-1
(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)
June 10, 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 [ ].
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<PAGE>
CUSIP No. 588438-10-1
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 11,846 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 11,846 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
11,846 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.46%
14 Type of Reporting Person*
PN
2
<PAGE>
CUSIP No. 588438-10-1
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 16,412 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 16,412 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
16,412 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.64%
14 Type of Reporting Person*
PN
3
<PAGE>
CUSIP No. 588438-10-1
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 56,935 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 56,935 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
56,935 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
2.21%
14 Type of Reporting Person*
00
4
<PAGE>
CUSIP No. 588438-10-1
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 15,508 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 15,508 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
15,508 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.60%
14 Type of Reporting Person*
PN
5
<PAGE>
CUSIP No. 588438-10-1
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 56,609 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 56,609 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
56,609 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
2.19%
14 Type of Reporting Person*
00
6
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This statement relates to the Common Stock, $1.00 par value ("Common
Stock"), of Merchants Bancorp, Inc. ("MBIA"). The address of the principal
executive offices of MBIA is 34 South Broadway, Aurora, Illinois 60507.
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 over the issuer's
securities held by such trusts.
(vi) Investment decisions by BF II require the approval of such Fund's
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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 $4,585,858 from the capital of the Funds has been used in
making purchases of 157,310 shares of Common Stock of MBIA.
Item 4. Purpose of Transaction.
The Funds acquired the Common Stock of MBIA reported herein for purposes of
investment. The Funds may, in the future, purchase additional shares of
Common Stock of MBIA 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.
(a) An aggregate of 157,310 shares of Common Stock are beneficially owned
by the Funds. Such shares of Common Stock represent approximately 6.10% of
the Common Stock of MBIA outstanding as of June 10, 1997. Of said shares,
11,846 shares of Common Stock are beneficially owned by BF II (0.46% of the
outstanding shares), while 16,412 shares of Common Stock are beneficially
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owned by BF III (0.64% of the outstanding shares), while 56,935 shares of
Common Stock are beneficially owned by T III (2.21% of the outstanding
shares), while 15,508 shares of Common Stock are beneficially owned by BF IV
(0.60% of the outstanding shares), and 56,609 shares of Common Stock are
beneficially owned by T IV (2.19% of the outstanding shares). To the best
knowledge and belief of the Funds, no securities of MBIA 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 June 10, 1997, the Funds' ownership of shares of Common Stock of
MBIA increased to more than 5% of the adjusted outstanding shares of said
class. The Funds have purchased and sold Common Shares on the open market as
described in the table below:
BF III Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ------------ ------------ ------------ ----------
04/10/97 22,601.25 615 36.75
06/10/97 186,960.00 4,920 38.00
T III Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ------------ ------------ ------------ ----------
04/10/97 69,273.75 1,885 36.75
06/10/97 573,040.00 15,080 38.00
BF IV Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ------------ ------------ ------------ ----------
04/10/97 63,173.25 1,719 36.75
05/20/97 35,916.25 974 36.875
06/10/97 195,966.00 5,157 38.00
T IV Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ----------- ------------ ------------ ----------
04/10/97 212,451.75 5,781 36.75
05/20/97 120,802.50 3,276 36.875
06/10/97 659,034.00 17,343 38.00
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
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None
Item 7. Material to be filed as exhibits.
None
10
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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.
June 18, 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
