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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. ______________)*
HBancorporation, Inc.
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
422045 10 4
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(CUSIP Number)
Kevin J. Kavanaugh
619 12th Street, Lawrenceville, Illinois 62439
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 28, 1997
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the 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 [ ].
*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 disclosures provided in
a prior cover page.
The information required on 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).
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CUSIP NO. 422045 10 4 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
(VOLUNTARY)
Kevin J. Kavanaugh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 28,994
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
28,994
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,994
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
See Items 3 and 5 below. [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.14%
14 TYPE OF REPORTING PERSON*
IN
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Item 1. Security and Issuer
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The class of equity securities to which this statement
relates is the Common Stock, $.01 par value (the "Common Stock"),
of HBancorporation, Inc., located at 619 12th Street,
Lawrenceville, Illinois 62439.
Item 2. Identity and Background
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The name and address of the person filing this statement is
Kevin J. Kavanaugh, 619 12th Street, Lawrenceville, Illinois
62439. Mr. Kavanaugh is the Chairman of the Board, President and
Chief Executive Officer of HBancorporation, Inc. and its
subsidiary Heritage National Bank at the address stated above.
During the last five years, Mr. Kavanaugh has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in him being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or being
found in violation with respect to such laws.
Mr. Kavanaugh is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
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Mr. Kavanaugh has acquired beneficial ownership of 28,994
shares of Common Stock as follows:
(i) 17,150 shares purchased with personal funds for an
aggregate purchase price of $179,752.50
(ii) 3,344 shares allocated to Mr. Kavanaugh's ESOP account;
(iii)6,000 shares awarded to Mr. Kavanaugh through the
Company's Recognition and Retention Plan, of which
1,200 shares have vested;
(iv) 12,500 options of which 2,500 options granted to Mr.
Kavanaugh through the Company's Stock Option Plan and
exercisable within 60 days of the filing of this
Schedule 13D.
Item 4. Purpose of Transaction
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All of the shares purchased and/or acquired by Mr. Kavanaugh
are for investment purposes. Mr. Kavanaugh may, from time to
time, depending upon market conditions and other investment
considerations, purchase additional shares of HBancorporation,
Inc. for investment or dispose of shares of HBancorporation, Inc.
As President and Chief Executive Officer, Mr. Kavanaugh regularly
explores potential actions and transactions which may be
advantageous to HBancorporation, Inc., including, but not limited
to, possible mergers, acquisitions, reorganizations or other
material changes in the business, corporate structure,
management, policies, governing instruments, capitalization,
securities or regulatory or reporting obligations of
HBancorporation, Inc.
Except as noted above, Mr. Kavanaugh has no plans or
proposals which relate to or would result in:
(a) the acquisition by any person of additional securities
of HBancorporation, Inc., or the disposition of securities by
HBancorporation, Inc.;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving HBancorporation,
Inc. or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
HBancorporation, Inc. or any of its subsidiaries;
(d) any change in the present Board of Directors or
management of HBancorporation,Inc., including any plans or
proposals to change the number or term of directors or to fill
any existing vacancies on the Board;
(e) any material change in the present capitalization or
dividend policy of HBancorporation, Inc.;
(f) any other material change in HBancorporation, Inc.'s
business or corporate structure;
(g) changes in HBancorporation, Inc.'s articles of
incorporation, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of
HBancorporation, Inc. by any person;
(h) causing a class of securities of HBancorporation, Inc.
to be delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-quotation system of a
registered national securities association;
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(i) a class of equity securities of HBancorporation, Inc.
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
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As of the date of this report, the aggregate number of
shares of Common Stock beneficially owned by Mr. Kavanaugh for
the purpose of this statement is 28,994 shares (including the
right to acquire 2,500 shares) representing 6.14% of the shares
of Common Stock outstanding on the date hereof. Such amount
includes:
(1) 28,994 shares over which Mr. Kavanaugh has sole
voting and dispositive power.
No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares held by Mr. Kavanaugh.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of the Issuer
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There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Kavanaugh and any
other person with respect to any securities of the issuer,
including but not limited to, transfer or voting of any of such
securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies. None
of the Common Stock beneficially owned by Mr. Kavanaugh is
pledged or otherwise subject to a contingency the occurrence of
which would give another person voting power or investment power
over such shares.
Item 7. Material to be Filed as Exhibits
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None.
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SIGNATURE
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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.
Date: September 9, 1997 /s/ Kevin J. Kavanaugh
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Kevin J. Kavanaugh
Chairman of the Board,
President and Chief Executive
Officer
