SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by a registrant / /
Filed by a party other than the registrant /x/
Check the appropriate box:
/ / Preliminary proxy statement. / / Confidential, for use of the
Commission only (as permitted
By Rule 14a-6(e)(2)).
/ / Definitive proxy statement.
/ / Definitive additional materials.
/x/ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
BANK PLUS CORPORATION
(Name of Registrant as Specified in Its Charter)
LA SALLE FINANCIAL PARTNERS, L.P.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act 0-11.
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials
/ / Check box if any part of the fee as provided by Exchange Act Rule 0-11(a)(2)
and identify for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or schedule and
the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration No.:
(3) Filing Party:
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LA SALLE FINANCIAL PARTNERS, L. P.
AND THE COMMITTEE TO RESTORE STOCKHOLDER RIGHTS
Suite 405
259 East Michigan Avenue
Kalamazoo, Michigan 49007
(616) 344-4993
Materials in Opposition to Management and the Board of Directors of
Bank Plus Corporation and in Support of Stockholder
Proposition to Restore Stockholder Rights
Re: Annual Meeting of Stockholders - April 28, 1999
March 23, 1999
Dear Fellow Stockholder:
The Bank Plus Corporation Committee to Restore Stockholder Rights (comprised of
La Salle Financial Partners, L. P., Talman Financial, Inc., La Salle Capital
Management, Inc., Peter T. Kross, Richard J. Nelson, and Florence J. Nelson)
intends to file proxy materials with the Securities and Exchange Commission
concerning the upcoming annual meeting of Bank Plus Corporation (the "Company").
We intend to use those materials to solicit proxies to elect Peter T. Kross as a
director of the Company and to support a stockholder proposition concerning the
restoration of stockholder rights by amending the By-laws of the Company.
It is possible you will receive an annual report, proxy statement and proxy card
from the Company's management and Board before our materials arrive, and you
will be asked to return the Company's proxy card.
We encourage you not to vote your shares until you receive and review our proxy
materials. Thank you for your consideration.
Sincerely,
Richard J. Nelson Peter T. Kross
President President
La Salle Capital Management, Inc. Talman Financial, Inc.
This letter does not constitute a solicitation of proxies for any meeting of
Bank Plus Corporation's stockholders. Any such solicitation will be made only
pursuant to proxy materials complying with the requirements of Section 14(a) of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
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Beneficial Ownership of Shares
The following table shows, as of March 23, 1999 (except as
otherwise noted), the shares of Bank Plus Corporation Common Stock beneficially
owned by the members of the Committee to Restore Stockholder Rights.
Shares Beneficially
Owned as of Percent
Beneficial Owner March 23, 1999 Of Class
La Salle Financial Partners, L.P. 691,400 3.6%
Talman Financial, Inc. 691,400 3.6%
(General Partner of La Salle Financial)
La Salle Capital Management, Inc. 691,400 3.6%
(General Partner of La Salle Financial)
Richard J. Nelson 691,400 3.6%
(President of La Salle Capital
Management, Inc.)
Peter T. Kross 691,400 3.6%
(President of Talman Financial, Inc.)
Florence J. Nelson 0 0%
<PAGE>
LA SALLE FINANCIAL PARTNERS, L. P.
Suite 405
259 E. Michigan Avenue
Kalamazoo, Michigan 49007
Telephone (616) 344-4993
Facsimile (616) 344-4994
As an institutional owner or bank trust department client, your proxy materials
will be forwarded directly to you by your bank. To help us communicate with you,
we would appreciate it if you would take a few minutes to complete the
information requested below.
Name of Institution or Stockholder:_______________________________________
Contact Name at Institution: _____________________________________________
Address: ________________________________________________________________
City: __________________________ State: _______ Zip: ___________
Phone: ___________________________ Fax: ________________________
Number of Shares Owned: ___________________________
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Please return this form to us by fax at (616) 344-4994 or
mail to the above address.
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<PAGE>
LA SALLE FINANCIAL PARTNERS, L. P.
Suite 405
259 E. Michigan Avenue
Kalamazoo, Michigan 49007
Telephone (616) 344-4993
Facsimile (616) 344-4994
Since you hold your shares through a brokerage firm, your proxy materials will
be forwarded directly to you by that firm. To help us communicate with you, we
would appreciate it if you would take a few minutes to complete the information
requested below.
At your request, we would also be pleased to forward copies of our materials to
your personal stockbroker or financial advisor. Thank you for your time and
cooperation.
Stockholder Information
Name: ____________________________________________________________
Address: ____________________________________________________________
City: __________________________ State: _______ Zip: ____________
Phone: ___________________________ Fax: ________________________
I hold my Bank Plus Corporation shares through: _______________________________
(Name of Brokerage Firm)
Number of shares owned: __________________________________
Stockbroker or Financial Advisor Information
Name: ____________________________________________________________
Firm: ____________________________________________________________
Address: ____________________________________________________________
City: __________________________ State: _______ Zip: ____________
Phone: ___________________________ Fax: _________________________
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Please return this form to our attention at the address indicated above.
If you prefer, you may fax it to our offices at (616) 344-4994.
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