UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Marion Capital Holdings, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
568635-10-6
(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 6, 1998
(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. 568635-10-6
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 7,503 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 7,503 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
7,503 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.5%
14 Type of Reporting Person*
PN
2
<PAGE>
CUSIP No. 568635-10-6
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 22,997 shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 22,997 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
22,997 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
1.4%
14 Type of Reporting Person*
PN
3
<PAGE>
CUSIP No. 568635-10-6
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 8,710 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 8,710 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
8,710 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
.5%
14 Type of Reporting Person*
PN
4
<PAGE>
CUSIP No. 568635-10-6
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 29,290 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 29,290 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
29,290 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
1.8%
14 Type of Reporting Person*
PN
5
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This Amendment No. 1 amends and supplements the Schedule 13D filed on February
3, 1998 by the entities included in Item 2(a), with respect to the Common Stock,
$0.01 par value ("Common Stock"), of Marion Capital Holdings, Inc. ("MARN").
The address of the principal executive offices of MARN is 100 W. Third Street,
Marion, IN 46952. The purpose of this Amendment is to report a decrease in
ownership of more than 1% in the percentage of the outstanding Common Stock of
MARN.
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, Banc Fund IV Trust ("T
IV"), and Banc Fund V L.P. ("BF V") an Illinois Limited Partnership. 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. The general partner of BF
V is MidBanc V L.P. ("MidBanc V"), whose principal business is to be a
general partner of BF V. MidBanc III, IV, and V 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. The general partner of MidBanc V is The Banc Funds Company,
L.L.C. ("Management V"), whose principal business is to be a general
partner of MidBanc V. Management III, IV, and V are Illinois corporations.
(iii) The executive officers and directors of Management III, IV, and
V are the same and are composed of:
Name and Offices in
Present Principal Management
Occupation III, IV and V
- ----------------- ----------------
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, T IV, and BF V
(iv) The sole stockholder of Management III, IV, and V 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, BF V, T III, T IV, and T V 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, IV, and V, and therefore each
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of the Partnership entities directly and indirectly controlled by each of
Management III, IV, and V.
(v) The investment manager of T III, T IV, and T V is TBFC under an
Investment Management Agreement with each Trust. Charles J. Moore, as
portfolio manager for T III, T IV, and T V, has voting and dispositive
power over the 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, BF V, T V, MidBanc III, MidBanc IV, MidBanc
V, Management III, Management IV, Management V, 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 $1,507,988 from the capital of the Funds has been used in
making purchases of 68,500 shares of Common Stock of MARN.
Item 4. Purpose of Transaction.
The Funds acquired the Common Stock of MARN reported herein for purposes of
investment. The Funds may, in the future, purchase additional shares of Common
Stock of MARN 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 68,500 shares of Common Stock are beneficially owned by
the Funds. Such shares of Common Stock represent approximately 4.23% of the
Common Stock of MARN outstanding as of October 6, 1998. Of said shares, 7,503
shares of Common Stock are beneficially owned by BF III (0.5% of the outstanding
shares), while 22,997 shares of Common Stock are beneficially owned by T III
(1.4% of the outstanding shares), while 8,710 shares of Common Stock are
beneficially owned by BF IV (.5% of the outstanding shares), 29,290 shares of
Common Stock are beneficially owned by T IV (1.8% of the outstanding shares, and
0 shares of common stock are beneficially owned by BF V (0% of the outstanding
shares). To the best knowledge and belief of the Funds, no securities of MARN
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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 6, 1998, the Funds' ownership of shares of Common Stock of
MARN decreased by more than 1% of the adjusted outstanding shares of said class
since the Funds' last 13D filing. The Funds have purchased and sold Common
Stock on the open market as described in the table below:
Dollar Number Cost per
Date Amount of Shares Share
- ---- ------- --------- ------
BF III Sales:
10/06/98 86,250.87 3,690 23.37
T III Sales:
10/06/98 264,362.43 11,310 23.37
BF IV Sales:
10/06/97 53,573.71 2,292 23.37
T IV Sales:
10/06/97 180,168.49 7,708 23.37
Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
None
Item 7. Material to be filed as exhibits.
None
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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.
November 3, 1998
BANC FUND III L.P.
By MIDBANC III L.P.,
general partner
By CHICORP MANAGEMENT III, INC.,
general partner
By The Banc Funds Company, L.L.C.,
Owner
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
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 The Banc Funds Company, L.L.C.,
Owner
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
BANC FUND V L.P.
By MIDBANC V L.P.,
general partner
By The Banc Funds Company, L.L.C.,
Its general partner
By The Banc Funds Company, L.L.C.,
Owner
By /s/ Charles J. Moore
--------------------------
Charles J. Moore, President
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