-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DxfAjuyBXaqTfOTRkDtZMSqgposooiRLGs8xTCtqtBuZxToMsXTsq0TUWSV2Tigi SrLnodbD42L0WDlb/IZx1w== 0001029311-97-000017.txt : 19971224 0001029311-97-000017.hdr.sgml : 19971224 ACCESSION NUMBER: 0001029311-97-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971223 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FNB ROCHESTER CORP CENTRAL INDEX KEY: 0000745087 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 161231984 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41694 FILM NUMBER: 97743017 BUSINESS ADDRESS: STREET 1: 35 STATE ST CITY: ROCHESTER STATE: NY ZIP: 14614 BUSINESS PHONE: 7165463300 MAIL ADDRESS: STREET 1: 35 STATE STREET CITY: ROCHESTER STATE: NY ZIP: 14614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANC FUND IV L P CENTRAL INDEX KEY: 0001029311 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364066230 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BANC FUNDS STREET 2: 208 SOUTH LASALLE STREET SUITE 200 CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 3128554067 MAIL ADDRESS: STREET 1: 208 SOUTH LASALLE STREET STREET 2: SUITE 200 CITY: CHICAGO STATE: IL ZIP: 60604 SC 13D/A 1 INCREASE IN OWNERSHIP > 1% UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) FNB Rochester Corp. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 302908108 (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) December 16, 1997 (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 CUSIP No. 302908108 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 34,441 shares Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 34,441 shares With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned by Each Reporting Person 34,441 shares 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount In Row (11) 1.0% 14 Type of Reporting Person* PN 2 CUSIP No. 302908108 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 105,559 shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 105,559 shares With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned by Each Reporting Person 105,559 shares 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount In Row (11) 3.0% 14 Type of Reporting Person* PN 3 CUSIP No. 302908108 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 38,114 shares Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 38,114 shares With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned by Each Reporting Person 38,114 shares 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount In Row (11) 1.1% 14 Type of Reporting Person* PN 4 CUSIP No. 302908108 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 128,186 shares Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 128,186 shares With 10 Shared Dispositive Power 0 11 Aggregate Amount of Beneficially Owned by Each Reporting Person 128,186 shares 12 Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares* [ ] 13 Percent of Class Represented By Amount In Row (11) 3.6% 14 Type of Reporting Person* PN 5 This Amendment No. 3 amends and supplements the Amendment No. 2 filed on September 9, 1997 (collectively the "Schedule 13D") by the entities included in Item 2(a), with respect to the Common Stock, $1.00 par value ("Common Stock"), of FNB Rochester Corp. ("FNBR"). The address of the principal executive offices of FNBR is 35 State Street, Rochester, NY 14614. The purpose of this Amendment is to report an increase in ownership of more than 1% in the percentage of the outstanding Common Stock of FNBR. 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, and Banc Fund IV Trust ("T IV"). 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. MidBanc III and IV 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. Management III and IV are Illinois corporations. (iii) The executive officers and directors of Management III and IV are the same and are composed of: Name and Offices in Present Principal Management Occupation III and IV - ----------------- --------------- 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, and T IV (iv) The sole stockholder of Management III and IV 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, T III and T IV 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 and IV, and therefore each of the Partnership entities directly and indirectly controlled by each of Management III and IV. (v) The investment manager of T III and T IV is TBFC under an Investment Management Agreement with each Trust. Charles J. Moore, as portfolio manager for T III and T IV, has voting and dispositive power over the 6 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, MidBanc III, MidBanc IV, Management III, Management IV, 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 $3,390,518 from the capital of the Funds has been used in making purchases of 306,300 shares of Common Stock of FNBR. Item 4. Purpose of Transaction. The Funds acquired the Common Stock of FNBR reported herein for purposes of investment. The Funds may, in the future, purchase additional shares of Common Stock of FNBR 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 306,300 shares of Common Stock are beneficially owned by the Funds. Such shares of Common Stock represent approximately 8.6% of the Common Stock of FNBR outstanding as of December 16, 1997. Of said shares, 34,441 shares of Common Stock are beneficially owned by BF III (1.0% of the outstanding shares), while 105,559 shares of Common Stock are beneficially owned by T III (3.0% of the outstanding shares), while 38,114 shares of Common Stock are beneficially owned by BF IV (1.1% of the outstanding shares), and 128,186 shares of Common Stock are beneficially owned by T IV (3.6% of the outstanding shares). To the best knowledge and belief of the Funds, no securities of FNBR 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. 7 (c) On December 16, 1997, the Funds' ownership of shares of Common Stock of FNBR increased 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 Purchases: 12/04/97 11,223.75 615 18.25 12/09/97 24,138.75 1,230 19.625 12/16/97 22,074.00 1,132 19.50 T III Purchases: 12/04/97 34,401.25 1,885 18.25 12/09/97 73,986.25 3,770 19.625 12/16/97 67,626.00 3,468 19.50 BF IV Purchases: 10/01/97 5,676.00 344 16.50 10/03/97 3,778.50 229 16.50 10/28/97 7,786.00 458 17.00 11/24/97 7,786.00 458 17.00 12/04/97 10,457.25 573 18.25 12/08/97 8,931.00 458 19.50 12/16/97 24,141.00 1,238 19.50 T IV Purchases: 10/01/97 19,074.00 1,156 16.50 10/03/97 12,721.50 771 16.50 10/28/97 26,214.00 1,542 17.00 11/24/97 26,214.00 1,542 17.00 12/04/97 35,167.75 1,927 18.25 12/08/97 30,069.00 1,542 19.50 12/16/97 81,159.00 4,162 19.50 Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. None Item 7. Material to be filed as exhibits. None 8 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. December 23, 1997 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 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 /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 9 -----END PRIVACY-ENHANCED MESSAGE-----