UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
FNB Rochester Corp.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
302908108
(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)
August 28, 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. 302908108
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 30,086 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 30,086 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
30,086 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.8%
14 Type of Reporting Person*
PN
2
<PAGE>
CUSIP No. 302908108
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 92,214 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 92,214 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
92,214 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
2.6%
14 Type of Reporting Person*
PN
3
<PAGE>
CUSIP No. 302908108
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 33,668 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 33,668 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
33,668 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.9%
14 Type of Reporting Person*
PN
4
<PAGE>
CUSIP No. 302908108
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 113,232 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 113,232 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
113,232 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
3.2%
14 Type of Reporting Person*
PN
5
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This Amendment No. 2 amends and supplements the Schedule 13D filed on April 19,
1996 and Amendment No. 1 filed on July 17, 1996 (collectively the "Schedule 13D)
by the entities included in Item 2(a), with respect to the Common Stock, $1.00
par value ("Common Stock"), of FNB Rochester Corp. ("FNBR"). The address of the
principal executive offices of FNBR is 35 State Street, Rochester, NY, 14614.The
purpose of this Amendment is to report an increase in ownership of more than 1%
in the percentage of the outstanding Common Stock of FNBR.
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
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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 III, MidBanc IV, 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 $2,718,467.81 from the capital of the Funds has been used in
making purchases of 269,200 shares of Common Stock of FNBR.
Item 4. Purpose of Transaction.
The Funds acquired the Common Stock of FNBR reported herein for purposes of
investment. The Funds may, in the future, purchase additional shares of Common
Stock of FNBR 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 98,356 shares of Common Stock are beneficially owned by
the Funds. Such shares of Common Stock represent approximately 7.5% of the
Common Stock of FNBR outstanding as of August 5, 1997. Of said shares, 30,086
shares of Common Stock are beneficially owned by BF III (0.8% of the outstanding
shares), while 92,214 shares of Common Stock are beneficially owned by T III
(2.6% of the outstanding shares), while 33,668 shares of Common Stock are
beneficially owned by BF IV (0.9% of the outstanding shares), and 113,232 shares
of Common Stock are beneficially owned by T IV (3.2% of the outstanding shares).
To the best knowledge and belief of the Funds, no securities of FNBR 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.
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(c) On August 28, 1997, the Funds' ownership of shares of Common Stock of
FNBR increased by more than 1% of the adjusted outstanding shares of said class
since the initial 13D filing. The Funds have purchased and sold Common Shares
on the open market as described in the table below:
Dollar Number Cost per
Date Amount of Shares Share
- ---- ------- --------- ------
BF III Purchases:
None
T III Purchases:
None
BF IV Purchases:
08/26/97 3,921.62 229 17.125
08/28/97 19,350.21 802 16.885
T IV Purchases:
08/26/97 13,203.37 771 17.125
08/28/97 65,074.79 3,854 16.885
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.
September 9, 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
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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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