UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
BANK PLUS CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
064446107
(CUSIP Number)
Phillip M. Goldberg
Foley & Lardner
One IBM Plaza
330 North Wabash Avenue
Suite 3300
Chicago, Illinois 60611
(312) 755-1900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 20, 1998
(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 [ ].
<PAGE>
CUSIP Number 064446107
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
LaSalle Financial Partners, Limited Partnership
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [X]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 1,414,100 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
1,414,100 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,414,100 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
7.3%
14 Type of Reporting Person
PN
<PAGE>
CUSIP Number 064446107
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Richard J. Nelson
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: Not Applicable
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [X]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 1,414,100 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
1,414,100 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,414,100 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
7.3%
14 Type of Reporting Person
IN
<PAGE>
CUSIP Number 064446107
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Peter T. Kross
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: Not Applicable
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [X]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 1,414,100 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
1,414,100 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,414,100 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
7.3%
14 Type of Reporting Person
IN
<PAGE>
CUSIP Number 064446107
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Florence Nelson
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: Not Applicable
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
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person
IN
<PAGE>
This is Amendment No. 1 to the Schedule 13D filed jointly by
LaSalle Financial Partners, Limited Partnership (the "Partnership"),
Richard J. Nelson, Peter T. Kross and Florence Nelson (the "Group") on
July 30, 1998 (the "Original 13D") and relates to the common stock, $.01
par value (the "Common Stock"), of Bank Plus Corporation (the "Issuer").
The following items in the Original 13D are amended as follows:
Item 4. Purpose of the Transaction
The Partnership has continued to express its concerns regarding
the strategic direction of the Issuer. By letter to the Issuer's Board of
Directors dated August 20, the Partnership reiterated its opposition to
any acquisitions and expressed dismay over what appear to be the marching
orders given by officers of the Issuer to the Issuer's recently retained
financial advisor. A copy of that letter is attached hereto as Exhibit 4
and incorporated herein by reference.
The above-stated actions are unrelated to the Office of Thrift
Supervision ("OTS") regulations. Specifically, the Group is aware that
regulations promulgated by the OTS contain separate standards with regard
to acquisition of "control" of a federally chartered savings institution,
such as the Issuer's subsidiary bank. Those regulations require OTS
approval for acquisition of control under certain conditions. Some of the
provisions are based in part on numerical criteria. One of the provisions
creates a rebuttable presumption of control where a person acquires more
than 10 percent of the voting stock of a savings association and other
conditions are met. Another provision creates a rebuttable presumption of
control where a person acquires proxies to elect one-third or more of the
savings association's board of directors and other conditions are met.
The Group has no present plans to cross these numerical thresholds.
The Group intends to continue to evaluate the Issuer and its
business prospects and intends to consult with management of the Issuer,
other shareholders of the Common Stock or other persons to further its
objectives. The Group may make further purchases of shares of the Common
Stock or may dispose of any or all of its shares of the Common Stock at
any time. At present, and except as disclosed herein, the Group has no
specific plans or proposals that relate to, or could result in, any of the
matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of
Schedule 13D. The Group intends to continue to explore the options
available to it. The Group may, at any time or from time to time, review
or reconsider its position with respect to the Issuer and may formulate
plans with respect to matters referred to in Item 4 of Schedule 13D.
Item 7. Material to be Filed as Exhibits.
No. Description
4 Letter to The Board of Directors of the Issuer, dated
August 20, 1998
<PAGE>
SIGNATURES
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: August 20, 1998
LaSALLE FINANCIAL PARTNERS, LIMITED PARTNERSHIP
By: LaSALLE CAPITAL MANAGEMENT, INC.
a General Partner
By: /s/ Richard J. Nelson
Richard J. Nelson, President
/s/ Richard J. Nelson
Richard J. Nelson
/s/ Peter T. Kross
Peter T. Kross
/s/ Florence Nelson
Florence Nelson
Exhibit 4
LA SALLE FINANCIAL PARTNERS, L. P.
Suite 405
259 E. Michigan Avenue
Kalamazoo, Michigan 49007
_____________
Telephone (616) 344-4993
Facsimile (616) 344-4994
August 20, 1998
The Board of Directors
Bank Plus Corporation
4565 Colorado Boulevard
Los Angeles, CA 90039
Members of the Board of Directors:
As one of the largest owners of Bank Plus (the "Company") common stock, La
Salle Financial Partners, L. P. (the "Partnership") believes it is
necessary to convey to the Board of Directors our serious concerns about
the direction given by the Board to the Company's new financial advisor,
Keefe, Bruyette & Woods.
The Partnership made it perfectly clear to the Company that we are not in
favor of, and will vigorously oppose, any acquisition of a mortgage
banking or loan originating company, or any other acquisition at this
time. We believe that management does not have the ability to make such a
transaction a financial success. Management has its hands full trying to
manage its risky and ill-advised entry into credit card loans, and other
ventures.
An article in the American Banker on August 18, 1998, quoted Bank Plus CEO
Richard Greenwood as saying that Keefe, Bruyette, and Woods was retained
"not only to look for buyers but also to review possible acquisitions that
would boost loan origination or deposit-taking capabilities." However, in
a telephone conversation with Company Chairman Gordon Smith, Mr. Smith
told the Partnership that he was aware that it would not be advisable to
pursue contemplated acquisitions without shareholder support. We are
appalled that the Board is pursuing an acquisition that was discussed with
major shareholders, and clearly not supported by them. Considering the
capital previously squandered by the Company, we are surprised that the
Board is subjecting itself to further liability, if indeed it has
instructed Keefe, Bruyette & Woods to seek out and analyze such
acquisitions.
The Board of Directors
August 20, 1998
Page 2
Mr. Greenwood is also quoted as saying "we don't have the certainty that
there will be somebody interested in acquiring us without that," referring
to additional loan origination or deposit-taking capabilities. The
Partnership believes that such a statement actually may result in
preventing offers, or lowering the value of offers of banks interested in
acquiring Bank Plus. For a CEO to publicly comment in a negative way on
the value of a company that has hired an advisor to look for buyers, is
clearly inappropriate and may result in financial liability to
shareholders. The Board has a legal fiduciary duty to "maximize" value for
shareholders, and based on Mr. Greenwood's comments it appears that the
Board is not in control of this process.
The Board of Directors should simply direct Keefe, Bruyette, and Woods to
seek buyers of the Company who are not only willing to offer the
shareholders the most value, but that are likely to be able to consummate
the transaction in the shortest time period and with the minimum required
regulatory review.
LA SALLE FINANCIAL PARTNERS, L. P.
/s/ Richard J. Nelson
Richard J. Nelson
La Salle Capital Management, Inc.,
General Partner
