UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
October 14, 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 [ ].
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CUSIP NO. 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 562,197 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
562,197 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
562,197 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
4.92%
14 Type of Reporting Person
PN
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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 562,197 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
562,197 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
562,197 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
4.92%
14 Type of Reporting Person
IN
<PAGE>
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 562,197 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
562,197shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
562,197 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
4.92%
14 Type of Reporting Person
IN
<PAGE>
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. 5 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 (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 4. Purpose of the Transaction
The purposes of the Partnership have not changed from that expressed in
the Original 13D, as supplemented by Amendment No. 2 and Amendment No. 3 to the
Original 13D. The Partnership intends to solicit votes at the 1999 Annual
Meeting of Shareholders for the election of the Partnership's slate of three
candidates for the Alliance Bancorp Board of Directors.
The Group's goal is to profit from appreciation in the market price of
the Common Stock. The Group expects to actively assert shareholder rights, in
the manner described below, with the purpose to acquire control over and
influence the policies of the Issuer, in particular with the intent of
influencing a business combination involving the Issuer.
The Partnership's stated purpose is to emphasize investments in the
stocks of selected thrifts, banks and savings banks which the General Partners
believe to be undervalued or that they believe to represent "special situation"
investment opportunities. The Partnership has further described its purpose, in
its private placement memorandum, as follows:
Considering the current opportunity to purchase shares of selected
thrifts and savings banks at substantial discounts to intrinsic value as
determined by the General Partners, with significant appreciation
potential available due to merger and acquisition activity in the
banking industry, the Partnership currently intends to concentrate its
investments in thrifts, banks and savings banks which, in the opinion of
the General Partners, possess certain buyout characteristics.
Concentrated investments may be made in companies to allow the
partnership to influence or to effect control over management's
decisions in order to achieve Partnership objectives.
The Partnership believes that its acquisition of the Common Stock is in
accordance with these stated purposes.
By letter to the Issuer dated April 23, 1998, the Partnership stated
certain concerns of the Partnership and requested access to certain shareholder
materials. A copy of that letter is attached as Exhibit 3 (filed with the
Original 13D). On May 21, 1998, Messrs. Nelson and Kross met with management of
the Issuer to discuss, among other things, strategic business issues regarding
the Issuer, the details of the Merger and the support of the Partnership for the
Merger, and the potential for board representation of the Partnership on the
Issuer's Board of Directors, including the possibility of the Issuer placing Mr.
Nelson on the Issuer's Board of Directors. Management of the Issuer requested
biographical information on Mr. Nelson and indicated that they would consider
adding Mr. Nelson to the Board of Directors by the mutual consent of the
Issuer's Board of Directors and Mr. Nelson.
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<PAGE>
The Group intends to work with the Issuer to attempt to influence the
Board of Directors to consider all possible strategic alternatives available to
the Issuer in order to increase the market price of the Common Stock. One way of
achieving this goal is to seek out another financial institution and attempt to
implement a business combination. The Group is interested in influencing the
Issuer's Board of Directors to explore seriously, in consultation with
independent financial advisors, this and other possible means of improving the
market price of the Common Stock, to the extent such options may not have
already been fully explored. The Group intends to continue to evaluate, on an
ongoing basis, the possibility of obtaining representation on the Issuer's Board
of Directors. To the extent such actions may be deemed to constitute a "control
purpose" with respect to the Securities Exchange Act of 1934, as amended, and
the regulations thereunder, the Group has such a purpose.
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 as Exhibit 4 (attached to
Amendment No. 3 to the Original 13D) and incorporated herein by reference.
The above-stated purpose to control is 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. 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. 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
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<PAGE>
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 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 562,197 shares of the Common Stock that the Partnership owns, constituting
approximately 4.92% 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
Report on Form 8-K dated August 26, 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 562,197 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 sales of the Common Stock
made by the Partnership during the past sixty days, all of which were made in
open market sales on the Nasdaq National Market System:
- --------------------- --------------------------- -------------------------
DATE NUMBER OF SHARES COST PER SHARE
- --------------------- --------------------------- -------------------------
9/4/98 7,900 $16 7/8
- --------------------- --------------------------- -------------------------
9/4/98 5,000 $17 1/8
- --------------------- --------------------------- -------------------------
9/23/98 3,000 $18
- --------------------- --------------------------- -------------------------
9/24/98 10,000 $18
- --------------------- --------------------------- -------------------------
9/29/98 15,000 $18 1/16
- --------------------- --------------------------- -------------------------
10/2/98 5,000 $18 3/16
- --------------------- --------------------------- -------------------------
10/14/98 67,000 $14 1/4
- --------------------- --------------------------- -------------------------
10/14/98 100,000 $15
- --------------------- --------------------------- -------------------------
(d) Not applicable.
(e) On October 14, 1998, the Group and all members of the Group ceased to
be the beneficial owner of more than five percent of the Common Stock.
<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: October 22, 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
