SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934*
(AMENDMENT NO. 2)
HF Financial Corp.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
404172108
(CUSIP Number)
Jeffrey L. Gendell
Tontine Financial Partners, L.P.
200 Park Avenue, Suite 3900, New York, New York, 10166 (212)692-3695
(Name, address and telephone number of person
authorized to receive notices and communications)
October 29, 1997
(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 [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*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 purposes 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).
[page 1 of 12]
<PAGE>
13D
CUSIP No. 404172108
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jeffrey L. Gendell
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
PF, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
4,000
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
260,800
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
4,000
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
260,800
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
264,800
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 8.4%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 2 of 12]
<PAGE>
13D
CUSIP No. 404172108
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Management, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
235,300
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
235,300
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
235,300
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 7.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 3 of 12]
<PAGE>
13D
CUSIP No. 404172108
____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Financial Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
WC, 00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
235,300
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
235,300
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
235,300
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 7.5%
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 4 of 12]
<PAGE>
13D
CUSIP No. 404172108
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Tontine Overseas Associates, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
00
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
25,500
OWNED BY ___________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
25,500
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
25,500
_____________________________________________________________________________
(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 **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
[page 5 of 12]
<PAGE>
Item 1. Security and Issuer.
The Schedule 13D, initially filed on April 24, 1996 (the "Schedule 13D"),
by Jeffrey L. Gendell and Tontine Partners, L.P., relating to the Common Stock,
par value $.01 per share (the "Common Stock"), of HF Financial Corp., a
Delaware corporation (the "Company"), and subsequently amended by Amendment No.
1 on February 28, 1997, is hereby amended by this Amendment No. 2 to the
Schedule 13D.
Item 2. Identity and Background.
(a) This statement is filed by: (i) Tontine Financial Partners, L.P.,
a Delaware limited partnership ("Tontine") with respect to the shares of Common
Stock beneficially owned by it; (ii) Tontine Management, L.L.C., a limited
liability company organized under the laws of the State of Delaware ("TM"),
with respect to the shares of Common Stock directly owned by Tontine; (iii)
Tontine Overseas Associates, Ltd., a limited liability company organized under
the laws of the State of Delaware ("TOA"), which serves as investment manager
to TFP Overseas Fund, Ltd., a company organized under the laws of the Cayman
Islands ("TFPO"), with respect to the shares of Common Stock directly owned by
TFPO; and (iv) Jeffrey L. Gendell ("Mr. Gendell"), with respect to the shares
of Common Stock directly owned by each of Tontine and TFPO. The foregoing
persons are hereinafter sometimes collectively referred to as the "Reporting
Persons." Any disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after making inquiry to
the appropriate party.
(b) The business address of Mr. Gendell is 200 Park Avenue, Suite 3900,
New York, New York 10166. The address of the principal business and principal
office of Tontine, TM and TOA is 200 Park Avenue, Suite 3900, New York, New
York 10166.
(c) The principal business of Tontine is serving as a private
investment limited partnership investing in various industries. The principal
business of TM is serving as general partner to Tontine and Tontine Partners,
L.P., an affiliated private investment limited partnership. The principal
business of TOA is that of an investment adviser engaging in the purchase and
sale of securities on behalf of clients. Mr. Gendell serves as the Managing
Member of TM. Mr. Gendell also serves as the Managing Member of TOA.
(d) None of the persons referred to in paragraph (a) has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) has, during the
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was, or is 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 finding any violation with respect to such
laws.
[page 6 of 12]
<PAGE>
(f) Mr. Gendell is a United States citizen. Tontine is a limited
partnership organized under the laws of the State of Delaware. TM and TOA are
limited liability companies organized under the laws of the State of Delaware.
Item 3. Source and Amount of Funds and Other Consideration.
The net investment cost (including commissions, if any) of the shares of
Common Stock owned directly by Mr. Gendell is approximately $34,025.
The net investment cost (including commissions, if any) of the shares of
Common Stock held by Tontine and TFPO is approximately $3,662,136 and $650,766,
respectively.
Neither TM nor TOA owns directly any shares of Common Stock.
The shares of Common Stock purchased by Mr. Gendell were purchased with
personal funds and on margin. The shares of Common Stock purchased by Tontine
and TFPO were purchased with working capital and on margin.
Mr. Gendell's margin transactions were with Prudential Securities Inc. or
Furman Selz LLC, on such firms' usual terms and conditions. Tontine's margin
transactions were with Bear Stearns Securities Corp., on such firm's usual
terms and conditions. TFPO's margin transactions are with Furman Selz LLC, on
such firm's usual terms and conditions. All or part of the shares of Common
Stock held by Mr. Gendell, Tontine and TFPO may from time to time be pledged
with one or more banking institutions or brokerage firms as collateral for
loans made by such bank(s) or brokerage firm(s) to Mr. Gendell, Tontine and
TFPO. Such loans bear interest at a rate based upon the broker's call rate from
time to time in effect. Such indebtedness may be refinanced with other banks
or broker-dealers.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the shares of Common Stock by the
Reporting Persons is for investment, and the purchases of the shares of Common
Stock by the Reporting Persons were made in the ordinary course of business and
were not made for the purpose of acquiring control of the Company. Although
the acquisition of the shares of Common Stock by the Reporting Persons is for
investment purposes, each Reporting Person will pursue discussions with
management to maximize long-term value for shareholders. Each of the Reporting
Persons may make further purchases of shares of Common Stock from time to time
and may dispose of any or all of the shares of Common Stock held by him or it
at any time. None of the Reporting Persons has any plans or proposals which
relate to, or could result in, any of the matters referred to in paragraphs (b)
through (j), inclusive, of Item 4 of Schedule 13D. Each of the Reporting
Persons may, at any time and from time to time, review or reconsider his or its
position and formulate plans or proposals with respect thereto, but has no
present intention of doing so.
[page 7 of 12]
<PAGE>
Item 5. Interest in Securities of the Issuer.
A. Jeffrey L. Gendell.
(a) Aggregate number of shares beneficially owned: 264,800
Percentage: 8.4%. The percentages used herein and in
the rest of Item 5 are calculated based upon the 3,142,810 shares of Common
Stock issued and outstanding as of September 18, 1997, as reflected in the
Company's Form 10-K for the period ending June 30, 1997.
(b) 1. Sole power to vote or direct vote: 4,000
2. Shared power to vote or direct vote: 260,800
3. Sole power to dispose or direct the disposition: 4,000
4. Shared power to dispose or direct the disposition: 260,800
(c) Mr. Gendell did not enter into any transactions in the Common
Stock of the Company within the last sixty days. The trading dates, number of
shares of Common Stock purchased or sold and the price per share for all
transactions in the Common Stock on behalf of Tontine and TFPO, which were all
in the open market are set forth in Schedules A and B, respectively, and are
incorporated by reference.
(d) Not applicable.
(e) Not applicable.
B. Tontine Financial Partners, L.P.
(a) Aggregate number of shares beneficially owned: 235,300.
Percentage: 7.5%.
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 235,300
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 235,300
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock within
the last sixty days, which were all in the open market, are set forth in
Schedule A and are incorporated by reference.
(d) Tontine Management, L.L.C., the general partner of Tontine,
has the power to direct the affairs of Tontine, including decisions respecting
the disposition of the proceeds from the sale of the shares. Mr. Gendell is
the Managing Member of Tontine Management, L.L.C. and in that capacity directs
its operations.
(e) Not Applicable.
C. Tontine Management, L.L.C.
(a) Aggregate number of shares beneficially owned: 235,300
Percentage: 7.5%
[page 8 of 12]
<PAGE>
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 235,300
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 235,300
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions on behalf of Tontine in
the Common Stock within the last sixty days, which were all in the open market,
are set forth in Schedule A and are incorporated by reference.
(d) Mr. Gendell is the Managing Member of Tontine Management,
L.L.C., and has the power to direct the affairs of Tontine, including decisions
respecting the disposition of the proceeds from the sale of the shares with
respect to Tontine.
(e) Not Applicable.
D. Tontine Overseas Associates, L.L.C.
(a) Aggregate number of shares beneficially owned: 25,500
Percentage: 0.8%
(b) 1. Sole power to vote or direct vote: -0-
2. Shared power to vote or direct vote: 25,500
3. Sole power to dispose or direct the disposition: -0-
4. Shared power to dispose or direct the disposition: 25,500
(c) The trading dates, number of shares of Common Stock purchased
or sold and the price per share for all transactions in the Common Stock on
behalf of clients (including TFPO) within the last sixty days, which were all
in the open market, are set forth in Schedule B and are incorporated by
reference.
(d) Each of the clients of TOA has the power to direct the receipt
of dividends from or the proceeds of sale of such shares.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Other than the Joint Acquisition Statement attached as Exhibit 1 hereto,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof and between such persons
and any person with respect to any securities of the Company, including but not
limited to transfer or voting of any other securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
divisions of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
There is filed herewith as Exhibit 1 a written agreement relating to the
filing of joint acquisition statements as required by Rule 13d-1(f)(1) under
the Securities Exchange Act of 1934, as amended.
[page 9 of 12]
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: October 31,1997 /s/ JEFFREY L. GENDELL
Jeffrey L. Gendell, individually, and as
managing member of
Tontine Management, L.L.C.,
general partner of
Tontine Financial Partners, L.P.
and as managing member of
Tontine Overseas Associates, L.L.C.
[page 10 of 12]
<PAGE>
Schedule A
TONTINE FINANCIAL PARTNERS, L.P.
Date of Price Per Share
Transaction Number of Shares (including
Purchased/(Sold) Commissions, if any)
9/03/97 1,000 22.80
9/04/97 3,700 23.79
9/05/97 2,500 24.07
9/09/97 1,200 24.29
9/11/97 1,200 24.42
9/12/97 1,700 24.42
9/15/97 1,000 24.80
9/16/97 500 25.56
9/22/97 5,000 25.41
9/23/97 2,000 25.41
9/24/97 3,000 25.79
[page 11 of 12]
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Schedule B
TONTINE OVERSEAS ASSOCIATES, L.L.C. - MANAGED ACCOUNTS
Price Per Share
Date of Number of Shares (including commissions,
Transaction Entity Purchased/(Sold) if any)
10/21/97 TFPO 8,000 25.91
10/29/97 TFPO 17,500 25.34
[page 12 of 12]
<PAGE>
