Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
____________________________________________________________
___________
(Name of Issuer) State Financial Services Corp.
formerly known as Home Bancorp of Elgin, Inc.
____________________________________________________________
___________
(Title of Class of Securities) Common Stock
____________________________________________________________
___________
(CUSIP Number) 856855101 formerly 436892103
____________________________________________________________
___________
(Date of Event Which Requires Filing of this Statement)
Annual Filing
Check the appropriate box to designate the rule pursuant
to which
this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out
for a
reporting person's initial filing on this form with respect
to the
subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures
provided in a prior cover page.
The information required in the remainder of this cover
page shall
not be deemed to be ``filed'' for the purpose of Section 18
of the
Securities Exchange Act of 1934 (``Act'') or otherwise
subject to the
liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
CUSIP No. 856855101 (formerly
436892103)
(1) Names of reporting persons...Bankmont Financial Corp
I.R.S. Identification Nos. of above persons (entities
only)
51-0275712
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(2) Check the appropriate box if a member of a group
(a)
(b) x
(3) SEC use
only.....................................................
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(4) Citizenship or place of
organization.............................
A Delaware Corporation
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Number of shares beneficially owned by each reporting person
with:
(5) Sole voting
power....14,769....................................
(6) Shared voting
power..509,871................................
(7) Sole dispositive
power...10,663................................
(8) Shared dispositive
power...509,866.............................
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- -----------
(9) Aggregate amount beneficially owned by each reporting
person.....
526,620
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- -----------
(10) Check if the aggregate amount in Row (9) excludes
certain shares
(see
instructions)...............................................
...
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(11) Percent of class represented by amount in Row
(9)..13.1%........
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(12) Type of reporting person (see
instructions)..HC................
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Page--of--Pages---------------------------------------------
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Item 1(a) Name of issuer:
State Financial Services Corp.
formerly known as Home Bancorp of Elgin, Inc.
Item 1(b) Address of issuer's principal executive offices:
10708 W. Janesville Road
Hales Corners, WI 53130
2(a) Name of person filing: Bankmont Financial Corp
____________________________________________________________
___________
2(b) Address or principal business office or, if none,
residence:
111 W. Monroe Street
P. O. Box 755
Chicago, IL 60690
____________________________________________________________
___________
2(c) Citizenship: A Delaware Corporation
____________________________________________________________
___________
2(d) Title of class of securities: Common Stock
____________________________________________________________
___________
2(e) CUSIP No.: 856855101 (formerly 436892103)
____________________________________________________________
___________
Item 3. If this statement is filed pursuant to Secs.
240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [x] Broker or dealer registered under section 15 of
the Act (15
U.S.C. 78o).
(b) [x] Bank as defined in section 3(a)(6) of the Act
(15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act
(15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of
the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with Sec.
240.13d-
1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance
with Sec. 240.13d-1(b)(1)(ii)(F);
(g) [x] A parent holding company or control person in
accordance
with Sec. 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section
3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the
definition of an
investment company under section 3(c)(14) of the Investment
Company Act
of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Sec. 240.13d-
1(b)(1)(ii)(J).
Item 4. Ownership
1.
(a) Amount beneficially owned: 526,620 .
(b) Percent of class: _ 13.1% .
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 14,769
.
(ii) Shared power to vote or to direct the vote
509,871 .
(iii) Sole power to dispose or to direct the disposition
of
10,663 .
(iv) Shared power to dispose or to direct the
disposition of
509,866 .
Item 5. Ownership of 5 Percent or Less of a Class. If this
statement
is being filed to report the fact that as of the date hereof
the
reporting person has ceased to be the beneficial owner of
more than 5
percent of the class of securities, check the following [
].
Item 6. Ownership of More than 5 Percent on Behalf of
Another
Person.
See Exhibit 2
Item 7. Identification and Classification of the Subsidiary
Which
Acquired the Security Being Reported on by the Parent
Holding Company or Control Person.
Bankmont Financial Corp., a Parent Holding Company,
Filing on behalf of the following subsidiaries and
affiliates:
Harris Bankcorp, Inc., a Parent Holding Company
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
Harris Trust and Savings Bank, a bank
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
Harris Bank Barrington, N.A., a bank
201 South Grove Avenue
Barrington, IL 60010
Bank of Montreal Holding Inc., a Parent Holding Company
350 7th Avenue S.W.
Calgary, Alberta CANADA
T2P 3N9
Bank of Montreal Securities Canada Limited, a Parent Holding
Company
First Canadian Place
Third Floor
Toronto, Ontario CANADA
M5X 1A1
The Nesbitt Burns Corporation Limited, a Parent Holding
Company
One First Canadian Place
Fourth Floor
Toronto, Ontario CANADA
M5X 1H3
Nesbitt Burns, Inc., a broker-dealer
One First Canadian Place
5th Floor
Toronto, Ontario CANADA
M5X 1H3
And filing on behalf of its parent:
Bank of Montreal
1 First Canadian Place
Toronto, Ontario Canada
MX5 1H3
Item 8. Identification and Classification of Members of the
Group
See Exhibit 2
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and
belief, the securities referred to above were acquired and
are held in
the ordinary course of business and were not acquired and
are not held
for the purpose of or with the effect of changing or
influencing the
control of the issuer of the securities and were not
acquired and are
not held in connection with or as a participant in any
transaction
having that purpose or effect.
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.
Dated: February 12, 1999
BANKMONT FINANCIAL CORP.
BY: (Alan G. McNally)
Alan G. McNally
President
Schedule 13G
Exhibit 1
Harris Trust and Savings Bank and Harris Bank Barrington,
N.A.are wholly-owned subsidiaries of Harris Bankcorp, Inc.,
which is a wholly-owned subsidiary of Bankmont Financial
Corp., which is a wholly-owned subsidiary of Bank of
Montreal.
Nesbitt Burns, Inc. is a wholly-owned subsidiary of The
Nesbitt Burns Corporation Limited, which is a wholly-owned
subsidiary of Bank of Montreal Securities Canada Limited,
which is a wholly-owned subsidiary of Bank of Montreal
Holding Inc., which is a wholly-owned subsidiary of Bank of
Montreal.
Pursuant to Rule 13d-1(k)(1)(iii), Bank of Montreal, Bank of
Montreal Holding Inc., Bank of Montreal Securities Canada
Limited, The Nesbitt Burns Corporation Limited, Nesbitt
Burns Inc., Harris Bankcorp, Inc., Harris Trust and Savings
Bank, and Harris Bank Barrington, N.A. agree to this filing
of Schedule 13G by Bankmont Financial Corp. This exhibit is
submitted as proof of their agreement and authorization for
Bankmont Financial Corp. to file on their behalf.
Dated: February 12, 1999
BANK OF MONTREAL
BY: (Velma J. Jones)
Velma J. Jones
Secretary
BANK OF MONTREAL HOLDING INC.
BY: (John Doolittle)
John Doolittle
Chief Financial Officer
BANK OF MONTREAL SECURITIES CANADA LIMITED
BY: (Derek Jones)
Derek Jones
Senior Vice President
THE NESBITT BURNS CORPORATION LIMITED
BY: (Charlie Moses)
Charlie Moses
Senior Vice President
NESBITT BURNS INC.
BY: (Charlie Moses)
Charlie Moses
Senior Vice President
HARRIS BANKCORP, INC.
BY: (Thomas R. Sizer)
Thomas R. Sizer
Secretary
HARRIS TRUST AND SAVINGS BANK
BY: (Thomas R. Sizer)
Thomas R. Sizer
Secretary
HARRIS BANK BARRINGTON, N.A.
BY: (Richard J. Fink, Jr.)
Richard J. Fink, Jr.
Senior Vice President
Schedule 13G
Exhibit 2
This Schedule is being filed by Bankmont Financial
Corporation, its parent company, Bank of Montreal, Bankmont
Financial Corporation's wholly-owned subsidiary Harris
Bankcorp, Inc., Harris Bankcorp, Inc.'s wholly-owned
subsidiary Harris Bank Barrington, N.A. which holds 509,871
of the shares reported in this filing as Trustee of the
State Financial Services Corp (formerly known as Home
Bancorp of Elgin, Inc.) Employee Stock Ownership Plan (the
"Shares" and the "Plan").
These Shares are reported on the Cover Sheet and throughout
this Schedule 13G. Under terms of the Plan, as amended, the
Trustee is to vote the allocated Shares held by the Plan in
accordance with the instructions received from the Company
or Plan participants and to dispose of the allocated Shares
in connection with
tender offers in accordance with directions received from
Plan participants. If no voting instructions or invalid
voting instructions are received with respect to allocated
Shares, the Trustee is to vote such Shares in the same
manner and in the same proportion as the allocated Shares
with respect to which the Trustee received valid voting
instructions are voted. With respect to allocated Shares,
if no directions or invalid directions are received in
connection with tendering Shares, the Trustee is to treat
such allocated Shares as if participants instructed the
Trustee not to dispose of such Shares. With respect to
unallocated Shares, the Trustee is to vote such Shares, or
dispose of such Shares in connection with tender offers, in
the same manner and in the same proportion as the allocated
Shares with respect to which the Trustee received valid
voting instructions or directions are voted or disposed.
The actions and duties of the Trustee pursuant to the
provisions of the Plan and the Trust, including but not
limited to the provisions described above, are subject to
the requirements of the Employee Retirement Income Security
Act of 1974.
Of the remaining 16,749 shares reported in this filing,
14,769 shares are held for various clients of Harris Bank
Barrington, N.A. and 1,980 shares are held for various
clients of Nesbitt Burns, Inc. in the ordinary course of
business.
Bank of Montreal, Bankmont Financial Corp., Bank of Montreal
Holding Inc., Bank of Montreal Securities Canada Limited,
The Nesbitt Burns Corporation Limited, Nesbitt Burns Inc.,
Harris Bankcorp, Inc., Harris Trust and Savings Bank, and
Harris Bank Barrington, N.A. expressly disclaim the
existence of a group for purposes other than this filing.
