UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._)
Harbor Bancorp
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
411462-10-4
(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)
September 3, 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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CUSIP No. 411462-10-4
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 10,233 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 10,233 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
10,233 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.7%
14 Type of Reporting Person*
PN
2
<PAGE>
CUSIP No. 411462-10-4
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 31,367 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 31,367 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
31,367 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
2.2%
14 Type of Reporting Person*
00
3
<PAGE>
CUSIP No. 411462-10-4
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 16,048 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 16,048 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
16,048 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
1.1%
14 Type of Reporting Person*
PN
4
<PAGE>
CUSIP No. 411462-10-4
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 53,975 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 53,975 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
53,975 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
3.8%
14 Type of Reporting Person*
00
5
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This statement relates to the Common Stock, no par value ("Common
Stock"), of Harbor Bancorp ("HABN"). The address of the principal
executive offices of HABN is 11 Golden Shore Long Beach, CA 90802.
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.
(i) 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 III and
IV are Illinois limited partnerships.
(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 III and IV are Illinois corporations.
(iii) The executive officers and directors of Management III and IV are
the same and are composed of:
Name and Offices in
Present Principal Management
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 III, T III, and Director
BF IV, and T IV
(iv) The sole stockholder of Management 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 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 III and IV, and therefore each of the
Partnership entities directly and indirectly controlled by each of
Management 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.
(b) and (c) 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 II, Management III, Management IV, and TBFC and the business
address of each of the persons named in paragraph (a)(iii) is 208 S.
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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 $2,516,462.56 from the capital of the Funds has been
used in making purchases of 111,623 shares of Common Stock of NOVB.
Item 4. Purpose of Transaction.
The Funds acquired the Common Stock of HABN reported herein for purposes
of investment. The Funds may, in the future, purchase additional shares
of Common Stock of HABN 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 111,623 shares of Common Stock are beneficially
owned by the Funds. Such shares of Common Stock represent approximately
5.4% of the Common Stock of HABN outstanding as of September 3, 1997. Of
said shares, 10,233 shares of Common Stock are beneficially owned by BF
III (0.7% of the outstanding shares), while 31,367 shares of Common Stock
are beneficially owned by T III (2.2% of the outstanding shares), while
16,048 shares of Common Stock are beneficially owned by BF IV (1.1% of the
outstanding shares), and 53,975 shares of Common Stock are beneficially
owned by T IV (3.8% of the outstanding shares). To the best knowledge and
belief of the Funds, no securities of HABN 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 September 3, 1997, the Funds' ownership of shares of Common
Stock of HABN increased to more than 5% of the adjusted outstanding shares
of said class. The Funds have purchased and sold Common Shares on the open
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market as described in the table below:
BF III Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ------------ ------------ ------------ ----------
08/29/97 120,458.12 5,387 22.3609
09/03/97 62,739.50 2,804 22.3750
09/18/97 17,066.25 738 23.1250
09/23/97 30,318.00 1,304 23.2500
T III Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ------------ ------------ ------------ ----------
08/29/97 369,247.19 16,513 22.3610
09/03/97 192,335.50 8,596 22.3750
09/18/97 52,308.75 2,262 23.1250
09/23/97 92,907.00 3,996 23.2500
BF IV Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ------------ ------------ ------------ ----------
08/29/97 183,337.84 8,199 22.3610
09/03/97 95,384.62 4,263 22.3750
09/18/97 37,092.50 1,604 23.1250
09/23/97 46,081.50 1,982 23.2500
T IV Purchases:
Dollar Number Cost per
Date Amount of Shares Share
- ------------ ------------ ------------ ----------
08/29/97 616,604.57 27,575 22.3610
09/03/97 320,790.38 14,337 22.3750
09/18/97 124,782.50 5,396 23.1250
09/23/97 155,007.75 6,667 23.2500
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
None
Item 7. Material to be filed as exhibits.
None
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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.
October 14, 1997
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
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