UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
EMPIRE BANC CORPORATION
(Name of Issuer)
Common Stock, par value $5.00 per share
(Title of Class of Securities)
291610103
(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)
October 25, 1996
(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. 291610103
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 29,475 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 29,475 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
29,475 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
1.7%
14 Type of Reporting Person*
PN
2
<PAGE>
CUSIP No. 291610103
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 14,084 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 14,084 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
14,084 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
3
<PAGE>
CUSIP No. 291610103
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 43,267 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 43,267 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
43,267 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
2.5%
14 Type of Reporting Person*
PN
4
<PAGE>
This Amendment No. 3 amends and supplements the Schedule 13D filed on
February 2, 1994 (collectively the "Schedule 13D") by The Midwest Bank Fund II,
L.P. ("BF II"), Banc Fund III L.P. ("BF III"), and Bank Fund III Trust ("T
III"),(BF II, BF III and T III being collectively called the "Funds"), with
respect to the Common Stock, par value $5.00 per share, of Empire Banc
Corporation ("EMBM"). The purpose of this Amendment is to report a decease of
more than 1% in the percentage of the outstanding shares of Common Stock of EMBM
beneficially owned by BF II, BF III, and T III. This percentage decrease is the
result of BF II, BF III and T III's sale of EMBM's Common Stock.
Item 2. Identity and Background
(a) This statement is filed by BF II, BF III, and T III. BF II, BF III and T
III are Illinois limited partnerships. 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.
(b) 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. MidBanc II and III are Illinois limited partnerships.
(c) 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. Management II and III are Illinois corporations.
(d) The executive officers and directors of Management II and III are the
same and are composed of:
Name and Offices in
Present Principal Management
Occupation II and III
- ----------------- ---------------
John A. Wing Vice President
Chairman and Chief Executive Officer and Director
ABN AMRO Chicago Corporation
Wilbert A. Thiel Treasurer and
President/Treasurer, Director
Chief Operating Officer and Director,
ABN AMRO Chicago Corporation
Perry L. Taylor, Jr. Secretary and
Executive Vice President, Secretary, Director
General Counsel ABN AMRO Chicago Corporation
Charles J. Moore President and
Manager, BF II, and BF III Director
ABN AMRO Chicago Corporation is an investment services firm and is registered
as a broker/dealer in securities.
(e) The sole stockholder of BF II, III and ABN AMRO Chicago Corporation is
5
<PAGE>
ABN AMRO Capital Markets Holding, Inc.
(f) The investment manager of T III is ABN AMRO Chicago Corporation.
(g) 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
(h) The address of the principal business and principal office of BF II, BF
III, T III, MidBanc II, MidBanc III, Management III, and ABN AMRO Chicago
Corporation and the business address of each of the persons named in paragraph
(d) is 208 S. LaSalle Street, Chicago, IL 60604.
(i) 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.
(j) Each of the persons named in paragraphs (d) and (f) is a citizen of the
United States of America.
Item 3. Source and Amount of Funds or other Consideration.
An aggregate of $1,712,911 from the capital of the Funds has been used in
making purchases of 86,826 shares of Common Stock.
Item 4. Purpose of Transaction.
The Funds acquired the Common Stock of EMBM reported herein for purposes of
investment. The Funds may, in the future, purchase additional shares of Common
Stock of EMBM 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 Rule 13d-101 of the Securities and Exchange Commission. The Funds
reserve the right, in the future, to adopt such plans or proposals.
6
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) An aggregate of 86,826 shares of Common Stock are beneficially owned by
the Funds. Such shares of Common Stock represent approximately 5.0% of the
Common Stock of EMBM outstanding as of January 7, 1997. Of said shares, 29,475
shares of Common Stock are beneficially owned by BF II (1.7% of the outstanding
shares), while 14,084 shares of Common Stock are beneficially owned by BF III
(0.8% of the outstanding shares), and while 43,267 shares of Common Stock are
beneficially owned by T III (2.5% of the outstanding shares). To the best
knowledge and belief of the Funds, no securities of EMBM 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.
(c) On October 25, 1996, the Funds' ownership of shares of Common Stock of
EMBM decreased to less than 5% of the adjusted outstanding shares of said class.
The Funds have sold Common Shares on the open market as described in the table
below:
BF II Sales:
Date Dollar Number Cost per
Amount of Shares Share
- ---- ------- --------- ------
08/19/96 57,188 1,500 38.125
10/08/96 38,250 1,000 38.250
10/25/96 57,375 1,500 38.250
11/25/96 55,125 1,500 36.750
12/12/96 24,513 650 37.250
12/20/96 38,000 1,000 38.000
BF III Sales:
Date Dollar Number Cost per
Amount of Shares Share
- ---- ------- --------- ------
08/09/96 18,573 492 37.750
T III Sales:
Date Dollar Number Cost per
Amount of Shares Share
- ---- ------- --------- ------
08/09/96 56,927 1,508 37.750
7
<PAGE>
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.
January 17, 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 ABN AMRO CHICAGO CORPORATION,
Investment Manager
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, Senior Vice President
8
<PAGE>
