UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
ALLIANCE BANCORP
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
01852J105
(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 19, 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 01852J105
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 775,097 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
775,097 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
775,097 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.8%
14 Type of Reporting Person
PN
<PAGE>
CUSIP Number 01852J105
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 775,097 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
775,097 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
775,097 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.8%
14 Type of Reporting Person
IN
<PAGE>
CUSIP Number 01852J105
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 775,097 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
775,097 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
775,097 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.8%
14 Type of Reporting Person
IN
<PAGE>
CUSIP Number 01852J105
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. 3 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
April 23, 1997 and as previously amended (the "Original 13D") and relates
to the common stock, $.01 par value (the "Common Stock"), of Alliance
Bancorp (the "Issuer"). The following items in the Original 13D are
amended as follows:
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by the Partnership to
acquire its shares as reported herein is $19,479,816. Such funds were
provided in part from the Partnership's available capital and in part by
loans from subsidiaries of The Bear Stearns Companies, Inc. ("Bear
Stearns"). The Partnership has a margin account with Bear Stearns and has
used the proceeds from loans made to it by Bear Stearns to purchase a
portion of the shares of the Common Stock that it presently owns. All of
the marginable securities owned by the Partnership and held in its
brokerage account at Bear Stearns are pledged as collateral for the
repayment of margin loans made to the Partnership by Bear Stearns.
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 19, 1998 (the "August Letter"), the Partnership
reiterated many of those concerns and repeated its previous request for
Board representation. The Partnership also stated its intention to
nominate and solicit votes for an independent slate of directors for
election at the Issuer's 1999 Annual Meeting of Shareholders, if the Board
did not act favorably to the Partnership's request by August 28, 1998. 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. In the event that the Partnership
proceeds with proxy solicitations for an independent slate of directors,
the Partnership 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. One of the provisions in such regulations 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. If it proceeds with the course of action
outlined in the August Letter, the Partnership intends to address these
OTS requirements at the appropriate time.
Item 5. Interest in Securities of the Issuer
(a) By virtue of their separate ownership and control over the
General Partners, Mr. Nelson and Mr. Kross are each deemed to own
beneficially all of the 775,097 shares of the Common Stock that the
Partnership owns, constituting approximately 6.8% of the issued and
outstanding shares of the Common Stock, based on the number of outstanding
shares (11,434,437) reported on the Issuer's Quarterly Report on Form 10-Q
for the period ended June 30, 1998. Florence Nelson expressly disclaims
beneficial ownership of such shares. None of Mr. Nelson, Mrs. Nelson, Mr.
Kross or the General Partners beneficially owns any shares of the Common
Stock personally or otherwise, except for the shares owned by the
Partnership itself.
(b) With respect to the shares described in (a) above, all
decisions regarding voting and disposition of the Partnership's 775,097
shares are made jointly by the chief executive officers of the General
Partners (i.e., Messrs. Nelson and Kross). As such, they share voting and
investment power with respect to those shares.
(c) The following transactions are the only purchases of the
Common Stock made by the Partnership during the past sixty days which have
not been previously reported on the Original 13D. All of the following
transactions were made in open market purchases on the Nasdaq National
Market System:
DATE NUMBER OF SHARES COST PER SHARE
7/7/98 9,000 $24.125
7/22/98 10,000 $24.50
(d) In addition, the Partnership received 236,205 shares of
Common Stock on July 2, 1998 in connection with the June 30, 1998 merger
of the Issuer and Southwest Bancshares. The Partnership's original
aggregate cost of the Southwest Bancshares surrendered in such merger was
$6,166,818 and this amount has been included in the amount of funds
expended as reported in Item 3.
Item 7. Material to be Filed as Exhibits
Exhibit 4 Letter from LaSalle Financial Partners, L.P. to The Board
of Directors of Alliance Bancorp, dated August 19, 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 19, 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
<PAGE>
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 19, 1998
The Board of Directors
Alliance Bancorp
One Grant Square
Hinsdale, IL 60521 VIA FEDEX
Members of the Board of Directors:
I would like to thank the Review Committee of the Board of Directors of
Alliance Bancorp for meeting with me on August 13, 1998, concerning La
Salle Financial Partners' request for Board representation. On August 17,
1998 Peter Kross and I had a follow-up telephone conversation with Board
Chairman Novy. Based on the Review Committee meeting and the subsequent
discussion with Mr. Novy, and on behalf of the Partnership, I would like
to express our serious concerns regarding the Board's strategic plans and
the Company's recent performance.
The Partnership has conducted an extensive review of the Company's
performance and projections based on publicly available data and
conversations with Board members, and we believe that the Board's
strategic plan is not likely to maximize value or be in the best interests
of shareholders. At the August 13th meeting with the Review Committee I
asked Mr. Novy how Alliance's performance compares with that of St. Paul
Bancorp, Inc., another large Chicago area thrift. St. Paul Bancorp is
also under shareholder pressure to improve performance or merge with a
larger institution, and this week announced a significant cost reduction
plan. At the meeting, Mr. Novy indicated that Alliance compares favorably
to St. Paul. The numbers indicate otherwise. In a subsequent conversation
with Mr. Novy, he informed us that he really didn't know enough about St.
Paul Bancorp to make such a statement, so I have summarized some
comparative figures based on 2nd quarter 1998 earnings reports.
SPBC ABCL
Net Interest Margin 3.00% 2.75%
Ave Interest Rate Spread 2.73% 2.27%
Annualized ROA 1.07% .85%
Annualized ROE 11.49% 9.41%
Aug. 18, 1998 Price/Book 183% 141%
The Board of Directors
August 19, 1998
Page 2
While both companies operate in similar, and in some cases the same market
areas, investors have placed a considerably higher value on the franchise
of St. Paul Bancorp. Alliance Bancorp stock price has declined 24% in just
the past 3-1/2 months. The Company also has recently increased its
borrowings to over 25% of assets (as compared to 17% of assets for St.
Paul), and we note that efforts are underway to significantly increase
consumer lending by originating indirect auto loans, which may be a high
risk endeavor. We believe the Company should provide more detailed
information to its shareholders as to how these strategies will maximize
shareholder value and improve franchise value.
Members of the Board of Directors have indicated to the Partnership that
it is likely that Alliance Bancorp will eventually be merged into a larger
financial institution. Mr. Novy has stated that he is not certain as to
the timetable for such a merger, or what the optimum asset size of
Alliance should be to fully realize maximum value for shareholders.
Management has further stated that in order to preserve the option of
being acquired by a larger financial institution and to utilize "pooling
of interests" accounting, the Company is not repurchasing stock or
contemplating breaking out the "goodwill litigation" claim as a separate
trading instrument. The Alliance Board's short term plan, however, is to
grow by acquiring additional smaller financial institutions in the Chicago
area. The Partnership continues to object to paying for such acquisitions
with stock, which dilutes the potential benefit of the $48 million
"goodwill litigation" claim against the federal government. The Board
seems unconcerned about this dilution to current shareholders and unclear
as to its strategic direction.
La Salle Financial Partners is, to the best of our knowledge, Alliance
Bancorp's largest shareholder. In a meeting on May 21, 1998 with
representatives of the Alliance Board of Directors, Mr. Kross proposed
that the Board's size be increased by one seat, and further requested that
the Board appoint me to that position. The Board has had three months to
deliberate our request. I submitted my personal resume and met with the
Review Committee, yet the Committee could give the Partnership no
timetable as to an answer to our request for Board representation. Mr.
Novy has now indicated that the Alliance Board will convene "informally"
in late August and at that time will simply "discuss" the matter, and that
Mr. Novy would communicate "something" to us by mid September.
The Board of Directors
August 19, 1998
Page 3
Mr. Kross and I do not believe that the Company is serious about
responding to our request and concerns on a timely basis. The Alliance
Bancorp Board, according to Mr. Novy, is scheduled to meet four times per
year. Mr. Novy indicates that he does not wish to call a special meeting
to vote on the Partnership's request for Board representation. Since the
directors will meet "informally" in late August, and since the Board met
eight times last year, the Partnership believes that it is not
unreasonable for the Board to convene in August and formally reach a
decision on our request.
The Partnership believes it is appropriate for it to be represented on the
Board of Directors and wishes to go forward with the Company in fulfilling
the directors' duty to maximize value to all shareholders. However, in the
event the Board does not act favorably to the Partnership's request by
August 28, 1998, we intend to nominate and solicit votes for an
independent slate of directors for election at the 1999 Annual Meeting of
Shareholders. The Partnership, therefore, is informing the Company that
our request to appoint Richard J. Nelson to the Alliance Bancorp Board of
Directors, is effective only until August 28, 1998.
While the Partnership understands that a proxy contest for board seats may
seem confrontational to the current Board, please be assured that we
believe strongly in corporate democracy, and proposing an alternative
slate of director nominees would be a business decision to exercise our
rights as shareholders. According to the 1998 Proxy Statement, at the 1999
Annual Meeting of Shareholders the terms expire for at least five of the
current fifteen Alliance Bancorp directors. If it is necessary for the
Partnership to solicit votes directly from shareholders at the next annual
meeting, we intend to nominate a separate slate of three independent,
qualified, experienced individuals to represent all shareholders.
Mr. Kross and I would be glad to discuss these matters further, at your
convenience.
LA SALLE FINANCIAL PARTNERS, L. P.
Richard J. Nelson
La Salle Capital Management, Inc.,
General Partner
cc: Kenne P. Bristol, CEO
Alliance Bancorp
