SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
ALLIANCE BANCORP
(Name of Registrant as Specified in its Charter)
LA SALLE FINANCIAL PARTNERS, LIMITED PARTNERSHIP AND
THE COMMITTEE TO MAXIMIZE SHAREHOLDER VALUE
(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)(4) 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 Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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 is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing 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 Statement No.:
3) Filing Party:
4) Date Filed:
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1999 ANNUAL MEETING OF STOCKHOLDERS
OF
ALLIANCE BANCORP
----------------------------------------
PROXY STATEMENT
OF LA SALLE FINANCIAL PARTNERS, LIMITED PARTNERSHIP
AND
THE COMMITTEE TO MAXIMIZE SHAREHOLDER VALUE
----------------------------------------
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING
Why You Were Sent This Proxy Statement
This Proxy Statement and the accompanying GREEN proxy card are being
furnished in connection with the solicitation of proxies by La Salle Financial
Partners, Limited Partnership ("La Salle Financial" or the "Partnership") and
the Committee to Maximize Shareholder Value (the "Committee").
Together, this Proxy Statement sometimes refers to La Salle Financial and
the Committee using the words "we," "us" and variants of those words. The
Committee is comprised of La Salle Financial, Talman Financial, Inc., La Salle
Capital Management, Inc., Peter T. Kross, Richard J. Nelson, Florence J. Nelson,
William D. King and George L. Barr.
La Salle Financial invests in thrifts, savings banks, and commercial
banks. We have earned money when management of these entities have performed
well. However, we are prepared to influence, and on numerous occasions have
influenced, under-performing companies to seek strategic alternatives to create
value for all shareholders. For more information on our track record, see "La
Salle Financial's Success in Maximizing Shareholder Value," below.
We are soliciting proxies to be used at the 1999 Annual Meeting of
Stockholders (the "Annual Meeting") of Alliance Bancorp (the "Company") and at
any adjournments, postponements or reschedulings thereof. The Company has not
yet announced the date of the Annual Meeting or the record date to be used to
determine who can vote at the Annual Meeting.
La Salle Financial owns approximately 4.95% of the issued and outstanding
shares of the common stock of the Company; the members of the Committee may also
be deemed to beneficially own these shares. We believe that it is in the best
interests of the stockholders of the Company that the Company's management
consider all possible strategic alternatives available to the Company to
increase the market price of the Common Stock.
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La Salle Financial is convinced that a more thorough investigation of
strategic alternatives, and a greater dedication to maximizing shareholder
value, will only come through the increased presence of outside, independent
directors. Therefore, we are soliciting proxies for the election of Richard J.
Nelson, William D. King and George L. Barr to the Company's Board of Directors.1
We believe that the market price of Alliance Bancorp's stock does not
reflect the true value of the Company. One common way of increasing the market
price of stock is to seek out another financial institution and attempt to
implement a business combination. La Salle Financial and the Committee want
Alliance Bancorp 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. We do not believe that Alliance Bancorp has been open to such ideas.
Richard J. Nelson, William D. King and George L. Barr are committed to this
course of action; therefore, we are seeking to elect Messrs. Nelson, King and
Barr as directors of the Company.
On August 13, 1998, Richard J. Nelson met with an Alliance Bancorp Review
Committee of Board members to discuss his credentials and experience in
connection with La Salle Financial's May 21, 1998 request that the Board be
increased by one seat and Mr. Nelson be appointed to fill that seat. After a
subsequent telephone discussion with Board Chairman Fredric Novy, on August 19,
1998, La Salle Financial sent a letter to Alliance Bancorp indicating that La
Salle Financial did not believe that the Company was serious about responding to
its request and concerns on a timely basis. The letter further stated that if
the Board did not act favorably to La Salle Financial's request regarding Board
representation by August 28, 1998, La Salle Financial would nominate and solicit
votes for an independent slate of directors for election at the 1999 Annual
Meeting of Shareholders. The Board of Directors did not respond to La Salle
Financial's August 19th letter. On January 26, 1999, La Salle Financial sent a
letter to Alliance Bancorp giving notice of its intent to nominate directors to
the board of Alliance Bancorp.
At the Annual Meeting, La Salle Financial will seek to elect Richard J.
Nelson, William D. King and George L. Barr to the Company's Board of Directors.
The election of Messrs. Nelson, King and Barr requires the affirmative vote of a
majority of the votes cast, assuming a quorum is present or otherwise
represented at the Annual Meeting.
As of April 30, 1999, La Salle Financial beneficially owned an aggregate
of 550,047 shares of the Common Stock, representing approximately 4.95% of the
issued and outstanding shares of the Common Stock, based on the number of issued
and outstanding shares of the Common Stock as of March 31, 1999 as reported in
the Alliance Bancorp's quarterly Consolidated Report of Financial Condition
dated March 31, 1999, which was released by the Company on April 23, 1999. La
Salle Financial intends to vote such shares FOR the election of Richard J.
Nelson, William D. King and George L. Barr to the Company's Board of Directors.
La Salle Financial urges you to mark, sign, date and return the enclosed GREEN
proxy card
- -------------
1 This Proxy Statement and the accompanying GREEN proxy card are first being
furnished to Alliance Bancorp stockholders on or about May 10, 1999.
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in the enclosed postage-paid envelope to vote FOR the election of Richard J.
Nelson, William D. King and George L. Barr.
Who Can Vote at the Annual Meeting
The record date for determining stockholders entitled to notice of and to
vote at the Annual Meeting (the "Record Date") has not yet been announced by the
Company. Stockholders of the Company as of the Record Date are entitled to one
vote at the Annual Meeting for each share of common stock of the Company, $.01
par value per share (the "Common Stock"), held on the Record Date. It is
anticipated that the proxy statement that will be filed by the Company will
state the number of shares issued and outstanding on the Record Date.
How to Vote by Proxy
To elect La Salle Financial's and the Committee's nominees to the Board,
promptly complete, sign, date and mail the enclosed GREEN proxy card in the
enclosed postage-paid envelope. Whether you plan to attend the Annual Meeting or
not, we urge you to complete and return the enclosed GREEN proxy card.
Properly executed proxies will be voted in accordance with the directions
indicated thereon. If you sign the GREEN proxy card but do not make any specific
choices, your proxy will vote your shares as follows:
o "FOR" the election of our three nominees to the Board of
Directors, Richard J. Nelson, William D. King and George L. Barr.
o "FOR" the ratification of the appointment of KPMG Peat Marwick,
LLP as the auditors of the Company for the fiscal year ending
December 31, 1999.
If any other matter is presented at the Annual Meeting, your proxy will
vote in accordance with the best judgment of the persons named on the attached
proxy card. At the time this Proxy Statement was mailed, we knew of no matters
which needed to be acted on at the Annual Meeting, other than those discussed in
this Proxy Statement.
If any of your shares are held in the name of a brokerage firm, bank,
bank nominee or other institution on the record date, only that entity can vote
your shares and only upon its receipt of your specific instructions.
Accordingly, please contact the person responsible for your account at such
entity and instruct that person to execute and return the GREEN proxy card on
your behalf. You should also sign, date and mail the voting instruction form
your broker or banker sends you when you receive it. Please do this for each
account you maintain to ensure that all of your shares are voted.
MATTERS TO BE DECIDED AT THE ANNUAL MEETING
At the Annual Meeting, the Company's stockholders will be asked to vote
on the following matters: the election of three directors and the ratification
of the appointment of
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KPMG Peat Marwick, LLP as the auditors of the Company. As discussed in more
detail below, we believe that the current Board of Directors as a group have not
been acting in your best interests as stockholders of the Company. The election
of the directors nominated by La Salle Financial and the Committee is, in our
opinion, in your best interest as a stockholder.
Objectives of La Salle Financial and the Committee
La Salle Financial and the Committee are unhappy about the lagging value
of Alliance Bancorp stock, and we anticipate that you are, too. La Salle
Financial has held Alliance Bancorp common stock since June, 1997, owning
approximately 4.95% of outstanding shares.
After careful analysis of the operations, management, and financial and
stock price performance of Alliance Bancorp, we have concluded that the current
board's strategic decisions and management's continuing actions have not been in
the interest of Alliance shareholders and that the Company's stock price
demonstrates that changes are needed.
For this reason, we have decided to launch a proxy contest to gain three
seats on the Company's board of directors. If our nominees, Richard J. Nelson,
William D. King and George L. Barr, are elected and take office as directors,
each intends to (1) work with the board and management of the Company to improve
operations, and (2) simultaneously, urge management the other members of the
board to adopt measures aimed at maximizing the market price of the Common
Stock, including the hiring of a top-tier investment banking firm to seek a
buyer for Alliance Bancorp at the best possible price.
Because Messrs. Nelson, King and Barr would constitute a minority of the
Board of Directors if elected, adoption of measures aimed at maximizing the
value of the Common Stock would require the approval of other directors of the
Company. However, La Salle Financial and the Committee believe that such results
and approval are more likely if there are persons elected to the Company's Board
of Directors who are committed to achieving such results.
Alliance Bancorp's Recent Performance
Since April, 1998, the Company's stock price has fallen from $28.50 to
$20.33 (as of April 29, 1999). Moreover, since November, 1998, the stock price
has been stagnant, trading in a range from $17 to $21.
While the Company has blamed this price decline on "the vagaries of the
stock market," asserting that the thrift industry and the small cap market are
"out of favor," the fact is that many thrifts are doing well, and have
significantly better stock price performance. For example, during the fourth
quarter of 1998, of nine Midwest thrifts in $2-$5 billion asset size, Alliance
Bancorp had the lowest price to tangible book value, and tied for last for
lowest price to core earnings.
We are particularly concerned about Alliance Bancorp's performance for
the first quarter of 1999, which we believe is indicative of the direction in
which the Company is heading. The following chart tells the story of this
lackluster performance:
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- ----------------------- ----------------- ---------------- ---------------------
1998 1999 Percentage
Change
- ----------------------- ----------------- ---------------- ---------------------
Return on 10.97% 9.90% Down 9.6%
Average Equity
- ----------------------- ----------------- ---------------- ---------------------
Return on 1.04% .94% Down 12.5%
Average Assets
- ----------------------- ----------------- ---------------- ---------------------
Earnings Per Share $.41 $.39 Down 4.9%
- ----------------------- ----------------- ---------------- ---------------------
General and 2.39% 2.63% Up 10.0%
Administrative Expenses/
Average Assets
- ----------------------- ----------------- ---------------- ---------------------
Interest Rate Spread 2.34% 2.19% Down 6.4%
- ----------------------- ----------------- ---------------- ---------------------
Interest Rate Margin 2.91% 2.73% Down 6.2%
- ----------------------- ----------------- ---------------- ---------------------
Moreover, shareholders should keep in mind that the first quarter 1999
results were substantially affected by a $600,000 reduction of income tax
expense resulting from a review of the Company's tax liability. Had this tax
adjustment not occurred, earnings per share would have been reduced even
further, to approximately $0.34 per share.
This recent performance is additional evidence of the Company's need to
change its fundamental strategy. While the Company admits in its April 9, 1999
letter to shareholders that there is a trend toward consolidation in the banking
industry, to this point it has been on the wrong side of that trend. Rather than
taking aggressive actions to seek the sale of the Company to a third party, the
Company has focused on the acquisition of smaller banks, such as the Company's
Southwest Bancshares. We believe that the Southwest Bancshares acquisition has
not, and will not, add significant value to the Company, and we are hopeful
that, as implied by the April 9 letter, the Company has finally determined to
put its acquisition strategy on the back burner.
In the April 9 letter, management asserted that it will originate more
multi-family, consumer, home equity, commercial real estate and indirect auto
loans. La Salle Financial and the Committee are concerned about the proposed
increase in commercial real estate and indirect auto loans; we believe that by
pushing itself into riskier loans, the Company is making a mistake that other
thrifts have made in the past.
We believe that the best strategy for maximizing the Company's share
value is to actively seek a buyer for the Company, on terms that are fair and in
the best interest of all shareholders. We also believe because of our director
nominees' experience and expertise such a sale is more likely to occur if our
director nominees are elected.
Election of Directors
The Company currently has fifteen directors, the terms of five of which
will expire at the Annual Meeting. La Salle Financial proposes that Alliance
Bancorp stockholders elect Richard J. Nelson, William D. King and George L. Barr
to fill three of the seats open for
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election at the Annual Meeting. Set forth below is information concerning
Messrs. Nelson, King, and Barr's principal occupation, experience and certain
other matters. Messrs. Nelson, King, and Barr, if elected, would hold office
until the 2002 annual meeting of stockholders and until successors had been
elected and qualified. Although La Salle Financial has no reason to believe that
Messrs. Nelson, King, and Barr would be unable to serve as a director, if either
is unable to serve or for good cause will not serve, the persons named as proxy
on the GREEN proxy card will vote for the election of another nominee as may be
proposed by La Salle Financial.
As described below, our director nominees have extensive experience in
(1) managing financial institutions and other corporations and (2) guiding and
influencing the turnaround of financial institutions.
Richard J. Nelson is 55 years old and is currently President of
La Salle Capital Management, Inc., one of the General Partners of La Salle
Financial. La Salle Capital Management, Inc. is a management consulting firm
that specializes in financial institution corporate restructurings. Mr. Nelson
has served as a director or senior executive of several financial institutions.
Mr. Nelson served as a director of FSB Financial Corporation, located in
Kalamazoo, Michigan, Great Lakes Bancorp, located in Ann Arbor, Michigan, and
D&N Financial Corporation, located in Hancock, Michigan. Mr. Nelson also served
as a Senior Vice President for First Federal Saving & Loan Association of
Kalamazoo.
In addition, as noted below, Mr. Nelson and La Salle Financial have a
long and successful track record in spurring financial institutions to engage in
transactions resulting in dramatic increases in shareholder value.
William D. King is a 57 year old retired executive and private investor,
currently self employed as a consultant. Mr. King served as a director of the
International Technology Corporation, a New York Stock Exchange-listed
environmental management company now known as the IT Group, from 1979 to 1990,
and Executive Vice President of JWP, Inc., a facility services company with more
than $2 billion in annual sales. Since July, 1998, Mr. King has served as a
director of HF Bancorp, Inc., a $1 billion thrift located in Hemet, California.
HF Bancorp has agreed to be purchased by a larger company, and expects the
transaction to close later in the second quarter of 1999. In addition to his
long experience managing public companies, Mr. King has an M.B.A. degree from
Harvard University.
George L. Barr is 60 years old and is currently self employed as a
consultant to financial institutions, including commercial and community banks,
providing managerial as well as financial consulting services. For the last 12
years, Mr. Barr has served as a turnaround and credit specialist for troubled
financial institutions. Mr. Barr's extensive experience in the management of
financial institutions includes service as a director of Unifin, Inc., a
commercial finance company, and several financial institutions, including
Drover's National Bank, located in Chicago, Continental Bank of Buffalo Grove,
located in Buffalo Grove, Illinois, Charter Bank and Trust, NA, located in
Hoffman Estates, Illinois, and Bridgeview Bank, located in Bridgeview, Illinois.
Mr. Barr has also served as the chief executive officer for Continental Bank of
Buffalo Grove, Charter Bank, Unifin, Merchants National Bank, located in Fort
Myers, Florida, and Citizen's Bank and Trust Company,
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located in Chicago, and as a management consultant for Enterprise National Bank,
located in Tampa, Florida, DuPage Valley Bank, located in Naperville, Illinois,
and Bridgeview Bank. Charter Bank, Enterprise National Bank and Du Page Valley
Bank were all acquired during Mr. Barr's period of service or shortly
thereafter.
La Salle Financial and the Committee believe that these nominees, with
their extensive experience and expertise, are more likely than management's
nominees to achieve our twin goals of improving operations at the Company and
persuading management and the board to hire a top investment banking firm to
seek a buyer for the Company.
La Salle Financial's Success In Maximizing Shareholder Value
La Salle Financial and its partners have achieved an impressive record of
activist shareholder action. When La Salle Financial has taken actions to
attempt to influence management, positive results, including transactions
resulting in dramatic increases in shareholder value, have occurred. Included in
this record are the following highlights:
1. Prior to the formation of La Salle Financial (then known as La
Salle/Kross Partners, L. P.), Peter Kross, as an individual investor,
after a proxy solicitation in opposition to management, placed two
individuals on the Board of Directors of Great Lakes Bancorp, a $2.8
billion thrift headquartered in Ann Arbor, Michigan. In September 1994,
the Great Lakes Board voted unanimously to merge with a larger financial
institution. The Great Lakes shareholders received the acquirer's stock
having a value of $28 for each share of Great Lakes stock, which was the
equivalent in value to approximately 150% of Great Lakes' book value.
When Mr. Kross began his proxy solicitation on May 8, 1992 to elect
representatives to the Great Lakes Board, shares of Great Lakes common
stock were trading at $10.66. Immediately prior to the announcement of
the merger, these shares traded at $24.75, according to the Great Lakes
proxy statement relating to this merger.
2. In March 1995, FSB Financial Corporation, a $161 million thrift
headquartered in Kalamazoo, Michigan, agreed to place Mr. Kross'
representative on its Board of Directors. In August of 1995, FSB
Financial, by a unanimous vote of its Board, agreed to be acquired by
another financial institution at $23.50 per share, or 235% of the June
28, 1994 initial public offering price of $10.00 per share. Immediately
prior to the announcement of this acquisition, the shares of FSB
Financial were traded on August 16, 1995 at $19.75, according to the Wall
Street Journal.
3. In October 1995, Mr. Kross solicited proxies in opposition to
the Board of Directors' candidates, to elect two representatives to the
Board of Directors of SJS Bancorp, Inc, a thrift institution located in
St. Joseph,
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Michigan. The stockholders of SJS Bancorp elected Mr. Kross' candidates.
The share price of the Company on September 18, 1995 was $17.25.
Subsequent to Mr. Kross' candidates assuming their Board seats, in
November 1996 the Board of Directors voted unanimously to pursue a merger
with a larger bank at a sale price of $27 per share cash, which was $4.25
higher than the per share price prior to the merger announcement.
4. In October, 1996, shortly after its formation, La Salle
Financial announced a 5.2% stake in Standard Financial, Inc, a $2.2
billion suburban Chicago thrift. On December 11, 1996, after its request
for representation on the Standard Board of Directors was rejected, the
Partnership provided notice to the Company of its intent to nominate and
solicit votes for two candidates for the Board of Directors at the 1997
Annual Meeting of Stockholders. Prior to the 1997 Annual Meeting,
however, Standard announced unanimous approval by its Board of Directors
to merge with a larger financial institution. The terms of the
transaction provided for an exchange of stock or a cash election. The
transaction value at the time of the merger announcement was
approximately $25 per Standard common share, representing approximately
160% of book value, and $3.87 higher than the par share price prior to
the merger announcement.
5. In 1997, the Partnership owned 7.2% of the outstanding shares
of Bank West Financial Corporation, a Grand Rapids, Michigan thrift
institution. On September 9, 1997, the Partnership submitted a revised
notice of intent to nominate one director for election to the Board of
Directors at the 1997 Annual Meeting. Subsequent to the Board's agreement
to nominate the largest independent individual shareholder for election
to the Board, the Partnership withdrew its notice of nomination. On June
1, 1998, in order to avoid the time and expense of a proxy contest, the
Bank West Board agreed to nominate a representative of the Partnership as
a director of the company in return for the Partnership agreeing not to
submit any shareholder proposals or nominate a separate slate of
directors for election at the 1998 Annual Meeting. On March 4, 1999, Bank
West announced the departure of the President and Chief Executive
Officer.
6. In May 1998, La Salle Financial disclosed ownership of more
than 5.7% of the common stock of HF Bancorp, Inc, a $1.1 billion thrift
headquartered in Hemet, California. The Partnership subsequently
increased its ownership to 8.5% of the shares outstanding, and proposed a
candidate for appointment to the Board of Directors as a representative
of the Partnership. The Company agreed to the Partnership's request, and
appointed La Salle Financial's candidate to the Board. On June 30, 1998,
the Company announced that it had retained an investment banking firm as
an advisor on various financial and strategic matters, and on November
16, 1998 announced a merger agreement with a larger institution. Terms of
the agreement provide for HF
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Bancorp stockholders to receive a combination of common stock of the
acquirer and cash valued at $18.50 per share, and the transaction is
scheduled to close during the second quarter of 1999.
LA SALLE FINANCIAL AND THE COMMITTEE STRONGLY RECOMMEND A VOTE FOR THE
ELECTION OF RICHARD J. NELSON, WILLIAM D. KING AND GEORGE L. BARR.
La Salle Financial has paid no compensation to Messrs. Nelson, King or
Barr in connection with their becoming nominees of La Salle Financial at the
Annual Meeting. La Salle Financial has agreed to reimburse Messrs. Nelson, King
and Barr for any out-of-pocket expenses that they incur in connection with the
Annual Meeting but has no other arrangements or understandings with Messrs.
Nelson, King and Barr other than as set forth herein. Messrs. Nelson, King and
Barr have agreed to become nominees of La Salle Financial in order to further
the goals of La Salle Financial, including the maximization of the stockholders'
investment, which are set forth earlier in this Proxy Statement.
Other Matters To Be Considered At The Annual Meeting
La Salle Financial anticipates that the Company will solicit proxies with
respect to a proposal to ratify the appointment of KPMG Peat Marwick, LLP as
Alliance Bancorp's independent auditors for the fiscal year ending December 31,
1999. La Salle Financial recommends a vote for this proposal. You may use the
GREEN proxy card to vote for this proposal.
La Salle Financial is not aware of any other proposals to be brought
before the Annual Meeting. If other proposals are brought before the Annual
Meeting, the persons named on the GREEN proxy card will abstain from voting on
such proposals unless such proposals adversely affect the interests of La Salle
Financial or the program of La Salle Financial outlined in this Proxy Statement,
as determined by La Salle Financial in its sole discretion. If that occurs, such
persons will vote on such proposals at their discretion.
Voting and Proxy Procedures
The Board of Directors of the Company is divided into three classes of
directors having staggered terms of three years. Stockholders of the Company are
not permitted to cumulate their votes for the election of directors. If elected,
Messrs. Nelson, King, and Barr would each serve for a term expiring in 2002. If
Messrs. Nelson, King, and Barr are elected, La Salle Financial would obtain
minority representation on the Company's Board of Directors, and two of the
nominees of management would also likely be elected as a director.
The presence of a majority of all of the shares of Common Stock entitled
to vote at the Annual Meeting, present in person or by proxy, will constitute a
quorum. Abstentions are counted for purposes of determining a quorum; proxies
marked to abstain with respect to a proposal have the same effect as votes
against the proposal. Proxies relating to "street name" shares that are voted by
brokers on some but not all of the matters before
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shareholders at the Annual Meeting will be treated as shares present for
purposes of determining the presence of a quorum on all matters, but will not be
entitled to vote at the Annual Meeting on those matters as to which authority to
vote is withheld by the broker ("broker non-votes"). Accordingly, broker
non-votes will not affect the outcome of the election.
Election of Messrs. Nelson, King and Barr requires the affirmative vote
of a majority of the votes present in person or represented by proxy at the
Annual Meeting. Assuming the presence of a quorum at the Annual Meeting, the
affirmative vote of the holders of a majority of the shares of Common Stock
outstanding and entitled to vote will be required to approve the proposed
amendment to the Company's Certificate of Incorporation; with respect to the
ratification of KPMG Peat Marwick, LLP as the Company's independent auditors,
the affirmative vote of a majority of the shares of the Common Stock present in
person or represented by proxy at the Annual Meeting and entitled to vote on the
matter will be required.
LA SALLE FINANCIAL URGES YOU TO VOTE FOR THE ELECTION OF RICHARD J.
NELSON, WILLIAM D. KING AND GEORGE L. BARR AS DIRECTORS OF THE COMPANY BY
SIGNING, DATING, AND MAILING THE ENCLOSED GREEN PROXY CARD AS SOON AS POSSIBLE.
PROXIES SOLICITED BY THIS PROXY STATEMENT MAY BE EXERCISED ONLY AT THE ANNUAL
MEETING (AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF) IN ACCORDANCE WITH YOUR
INSTRUCTIONS AND WILL NOT BE USED FOR ANY OTHER MEETING.
Any proxy may be revoked at any time prior to the time a vote is taken by
delivering to the Secretary of Alliance Bancorp a notice of revocation bearing a
later date, by delivering a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person (but attendance at the Annual
Meeting will not by itself constitute revocation of a prior-delivered proxy).
Only holders of record as of the close of business on the Record Date
will be entitled to vote at the Annual Meeting. If you were a stockholder of
record on the Record Date, you will retain your voting rights for the Annual
Meeting even if you sell your shares after the Record Date. Accordingly, it is
important that you vote the shares held by you on the Record Date, or grant a
proxy to vote such shares, even if you sell such shares after the Record Date.
If you own any shares of the Common Stock which are held in the name of a
brokerage firm, bank, bank nominee or other institution on the Record Date, only
it can vote such shares and only upon receipt of your specific instructions.
Accordingly, please contact the person responsible for your account and instruct
that person to execute and return on your behalf the GREEN proxy card. You
should also sign, date and mail the voting instruction form your broker or
banker sends you when you receive it. Please do this for each account you
maintain to ensure that all of your shares are voted.
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If you wish to support Messrs. Nelson, King and Barr, please sign, date
and return only the GREEN proxy card. If you later vote on management's proxy
(even if it is to withhold authority to vote for management's nominees) you will
revoke your previous vote for Messrs. Nelson, King and Barr. Although you may
vote more than once, only one proxy will be counted at the Annual Meeting, and
that will be your latest dated, validly executed proxy. If you have already sent
a proxy to management of the Company, you can revoke that proxy by signing,
dating and mailing the GREEN proxy card or by voting in person at the Annual
Meeting. If you have signed the GREEN proxy card and no marking is made, you
will be deemed to have given a direction to vote the Alliance Bancorp Common
Stock represented by the GREEN proxy card for the election of Messrs. Nelson,
King and Barr.
Solicitation of Proxies
The entire expense of preparing and mailing this Proxy Statement and any
other soliciting material and the total expenditures relating to the
solicitation of proxies (including, without limitation, costs, if any, related
to advertising, printing, fees of attorneys, financial advisors, solicitors,
accountants, public relations, transportation and litigation) will be borne by
La Salle Financial. In addition to the use of the mails, proxies may be
solicited by La Salle Financial, other Participants (as defined below) and/or
their employees by telephone, telegram, and personal solicitation, for which no
additional compensation will be paid to those persons engaged in such
solicitation. Banks, brokerage houses, and other custodians, nominees, and
fiduciaries will be requested to forward solicitation material to the beneficial
owners of the Common Stock that such institutions hold, and La Salle Financial
will reimburse such institutions for their reasonable out-of-pocket expenses.
La Salle Financial has retained The Altman Group, a proxy solicitation
firm, to assist in the solicitation of proxies at a fee estimated not to exceed
$_________________ plus reimbursement of reasonable out-of-pocket expenses.
Approximately _____ persons will be utilized by that firm in its solicitation
efforts.
La Salle Financial estimates that its total expenditures relating to the
solicitation of proxies will be approximately $______________________
(including, without limitation, costs, if any, related to advertising, printing,
fees of attorneys, financial advisors, solicitors, accountants, public
relations, transportation, and litigation). Total cash expenditures to date
relating to this solicitation have been approximately $__________________.
La Salle Financial intends to seek reimbursement from the Company for its
reasonable expenses in connection with this solicitation. La Salle Financial and
its nominees will submit the matter to a vote of the Company's Board of
Directors. The Company's Board of Directors may vote to submit the matter to a
vote of the Company's stockholders. If elected to the Company's Board of
Directors, Messrs. Nelson, King and Barr will vote in favor of reimbursing La
Salle Financial and submitting the matter to a vote of the Company's
stockholders. If the matter is submitted to a vote of the Company's
stockholders, La Salle
11
<PAGE>
Financial will vote its shares in favor of such reimbursement and will accept
the results of such stockholder vote.
Certain Information Regarding The Participants
La Salle Financial is a Delaware limited partnership. The principal
business of La Salle Financial is investing in equity-oriented securities issued
by publicly traded companies, with emphasis on investments in banks, thrifts,
and savings banks.
The general partners (the "General Partners") of La Salle Financial are
La Salle Capital Management, Inc., a Michigan corporation owned by Richard J.
Nelson and his wife, Florence Nelson, and Talman Financial, Inc., a Michigan
corporation owned by Peter T. Kross (the "General Partners"). The principal
business of La Salle Capital Management and Talman Financial is acting as
general partner of La Salle Financial. The executive officers and directors of
La Salle Capital Management, Inc., are Mr. Nelson, who serves as President and a
director, and Mrs. Nelson, who serves as Secretary, Treasurer, and a director.
Mr. Nelson is self-employed as a banking consultant. Mrs. Nelson is a homemaker
and is not otherwise employed. La Salle Financial, the General Partners, Mr.
Nelson, Mr. Kross and Mr. Kross each are a participant, and Mrs. Nelson may be
deemed to be a participant, in the solicitation conducted with this Proxy
Statement. Each of them is referred to in this Proxy Statement as a
"Participant" and collectively they are the "Participants."
Exhibit A lists certain information regarding holdings of the Common
Stock by the Participants and transactions in the Common Stock made by the
Participants during the last two years. Due to recent share repurchases of
Common Stock by the Company, La Salle Financial has recently sold 12,150 shares
of Common Stock to conform with its current business plan not to exceed an
ownership position of more than 5% of the outstanding shares of Common Stock.
The partnership holders approximately 4.9% of the outstanding shares of Alliance
Bancorp Common Stock, and currently intends to maintain that approximate level
of ownership. La Salle Financial may, however, change or alter its investment
strategy at any time to increase or decrease its holdings in Alliance Bancorp.
Except as set forth herein, no Participant is now, or within the past
year has been, a party to any contract, arrangement or understanding with any
person with respect to any securities of the Company (including, but not limited
to, joint ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits, or the
giving or withholding of proxies).
There are no material proceedings to which any Participant or any
associate of any Participant is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries. Except as described herein, no Participant and no associate of any
Participant has any interest in the matters to be voted upon at the Annual
Meeting, other than an interest, if any, as a stockholder of the Company.
Except as described herein or in Exhibit A, neither any Participant nor
any associate of any Participant (1) has engaged in or has a direct or indirect
interest in any transaction or series of transactions since the beginning of the
Company's last fiscal year, or in
12
<PAGE>
any currently proposed transaction, to which the Company or any of its
subsidiaries is a party where the amount involved was in excess of $60,000; (2)
has been indebted to the Company or any of its subsidiaries; (3) has borrowed
any funds for the purpose of acquiring or holding any securities of the Company,
or is presently, or has been within the past year, a party to any contract,
arrangement or understanding with any person with respect to either any
securities of the Company, any future employment by the Company or its
affiliates, or any future transaction to which the Company or any of its
affiliates will or may be a party; or (4) is the beneficial or record owner of
any securities of the Company or any parent or subsidiary thereof.
Other Matters
La Salle Financial anticipates that the Company's proxy statement will
contain information regarding (1) securities ownership of 5% or more beneficial
ownership and management; (2) the committees of the Company's Board of
Directors; (3) the meetings of the Company's Board of Directors and all
committees thereof; (4) the background of the nominees of the Company's Board of
Directors; (5) the compensation and remuneration paid and payable to the
Company's directors and management; (6) stock price performance; and (7) the
submission of stockholder proposals at the Company's 1999 annual meeting of
stockholders. La Salle Financial has no knowledge of the accuracy of the
Company's disclosures in its proxy materials.
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN, PLEASE VOTE FOR MESSRS.
NELSON, KING AND BARR BY SIGNING, DATING, AND MAILING IN THE ENCLOSED
POSTAGE-PAID ENVELOPE THE ENCLOSED GREEN PROXY CARD AS SOON AS POSSIBLE. ONLY
YOUR LATEST DATED PROXY COUNTS. EVEN IF YOU HAVE ALREADY RETURNED A PROXY TO THE
COMPANY'S BOARD OF DIRECTORS, YOU HAVE EVERY LEGAL RIGHT TO REVOKE IT BY
SIGNING, DATING, AND MAILING THE ENCLOSED GREEN PROXY CARD OR BY VOTING IN
PERSON AT THE ANNUAL MEETING.
Who You Can Call If You Have Questions
If you have any questions or require any assistance, please contact The
Altman Group, proxy solicitors for La Salle Financial, at the following address
and telephone number:
THE ALTMAN GROUP, INC.
60 East 42nd Street, Suite 1241
New York, NY 10165
(212) 681-9600
13
<PAGE>
IT IS IMPORTANT THAT YOU RETURN YOUR PROXY PROMPTLY. PLEASE SIGN AND DATE
YOUR GREEN PROXY CARD PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE TO AVOID
UNNECESSARY EXPENSE AND DELAY. NO POSTAGE IS NECESSARY.
Sincerely,
/s/Peter T. Kross
Peter T. Kross
La Salle Financial Partners, Limited Partnership and
The Committee to Maximize Shareholder Value
May ___, 1999
14
<PAGE>
EXHIBIT A
Additional Information Regarding Members of the Committee
The following table sets forth information regarding holdings of Common
Stock by members of the Committee (who together constitute a "group" as that
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934):
<TABLE>
<CAPTION>
- ---------------------------------------- -------------------------- -------------------------- --------------------------
Shares Held By
Participant & Address Shares Held Beneficially Percent of Class Non-Participant
Associates
- ---------------------------------------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C>
La Salle Financial Partners, Limited
Partnership
259 E. Michigan Avenue 550,047 4.95% 0
Suite 405
Kalamazoo, MI 49007
- ---------------------------------------- -------------------------- -------------------------- --------------------------
La Salle Capital Management, Inc.
259 E. Michigan Avenue
Suite 405 550,047 4.95% 0
Kalamazoo, MI 49007
- ---------------------------------------- -------------------------- -------------------------- --------------------------
Talman Financial, Inc.
248 Gross Pointe Boulevard 550,047 4.95% 0
Grosse Pointe Farms, MI 48236
- ---------------------------------------- -------------------------- -------------------------- --------------------------
Richard J. Nelson
259 E. Michigan Avenue
Suite 405 550,047 4.95% 0
Kalamazoo, MI 49007
- ---------------------------------------- -------------------------- -------------------------- --------------------------
Peter T. Kross
114 Kercheval Ave. 550,047 4.95% 0
Grosse Pointe Farms, MI 48236
- ---------------------------------------- -------------------------- -------------------------- --------------------------
Florence Nelson
605 West Inkster 0 0% 0
Kalamazoo, Michigan 49008
- ---------------------------------------- -------------------------- -------------------------- --------------------------
William D. King
9 Wideloop Road 0 0% 0
Rolling Hills, California 90274
- ---------------------------------------- -------------------------- -------------------------- --------------------------
George L. Barr
507 Woodview Road 0 0% 0
Lake Barrington, Illinois 60010
- ---------------------------------------- -------------------------- -------------------------- --------------------------
</TABLE>
No member of the Committee owns any shares of the Common Stock of record
but not beneficially.
15
<PAGE>
The following transactions are the only transactions with regard to the
Common Stock made by La Salle Financial within the past two years. Other than
the transactions listed below, which may be deemed to be transactions of Mr.
Nelson by virtue of his joint ownership, together with his wife Florence Nelson,
of La Salle Capital Management, Inc., a General Partner of the Partnership, and
Mr. Nelson's service as President and a Director of La Salle Capital Management,
Inc., Mr. Nelson has made no purchases or sales of Common Stock within the past
two years. Neither Mr. King nor Mr. Barr has made any purchases or sales of
Common Stock within the past two years.
---------------------- ------------------------------------
DATE NUMBER OF SHARES
PURCHASED/(SOLD)
---------------------- ------------------------------------
6/12/97 8,000
---------------------- ------------------------------------
6/20/97 3,000
---------------------- ------------------------------------
7/1/97 6,000
---------------------- ------------------------------------
7/2/97 7,500
---------------------- ------------------------------------
7/29/97 7,500
---------------------- ------------------------------------
8/12/97 5,000
---------------------- ------------------------------------
9/8/97 10,000
---------------------- ------------------------------------
9/9/97 7,000
---------------------- ------------------------------------
9/10/97 7,000
---------------------- ------------------------------------
9/15/97 1,000
---------------------- ------------------------------------
9/15/97 2,000
---------------------- ------------------------------------
9/19/97 5,000
---------------------- ------------------------------------
9/23/97 10,000
---------------------- ------------------------------------
9/23/97 15,000
---------------------- ------------------------------------
9/25/97 7,000
---------------------- ------------------------------------
9/26/97* 5,000
---------------------- ------------------------------------
10/3/97 12,000
---------------------- ------------------------------------
10/6/97 7,000
---------------------- ------------------------------------
10/10/97 7,000
---------------------- ------------------------------------
10/10/97 2,500
---------------------- ------------------------------------
10/10/97 9,000
---------------------- ------------------------------------
10/13/97 8,000
---------------------- ------------------------------------
10/13/97 18,500
---------------------- ------------------------------------
10/15/97 10,000
---------------------- ------------------------------------
10/20/97 900
---------------------- ------------------------------------
10/21/97 1,033
---------------------- ------------------------------------
10/22/97 1,000
---------------------- ------------------------------------
10/22/97 5,067
---------------------- ------------------------------------
10/23/97 5,088
---------------------- ------------------------------------
10/23/97 15,000
---------------------- ------------------------------------
10/31/97 3,000
---------------------- ------------------------------------
11/4/97 10,000
---------------------- ------------------------------------
11/5/97 17,500
---------------------- ------------------------------------
16
<PAGE>
---------------------- ------------------------------------
DATE NUMBER OF SHARES
PURCHASED/(SOLD)
---------------------- ------------------------------------
11/20/97 12,500
---------------------- ------------------------------------
11/20/97 25,000
---------------------- ------------------------------------
12/2/97 500
---------------------- ------------------------------------
12/10/97 2,000
---------------------- ------------------------------------
12/10/97 1,000
---------------------- ------------------------------------
12/11/97 1,000
---------------------- ------------------------------------
12/15/97 3,000
---------------------- ------------------------------------
12/15/97 4,000
---------------------- ------------------------------------
12/23/97 1,500
---------------------- ------------------------------------
1/2/98 12,500
---------------------- ------------------------------------
1/7/98 5,000
---------------------- ------------------------------------
1/8/98 6,500
---------------------- ------------------------------------
1/21/98 4,400
---------------------- ------------------------------------
1/22/98 5,000
---------------------- ------------------------------------
1/23/98 6,900
---------------------- ------------------------------------
1/26/98 1,700
---------------------- ------------------------------------
1/27/98 4,800
---------------------- ------------------------------------
3/13/98 1,000
---------------------- ------------------------------------
3/13/98 1,179
---------------------- ------------------------------------
4/1/98 4,000
---------------------- ------------------------------------
4/13/98 2,000
---------------------- ------------------------------------
4/13/98 7,000
---------------------- ------------------------------------
4/13/98 6,200
---------------------- ------------------------------------
4/14/98 6,000
---------------------- ------------------------------------
4/20/98 900
---------------------- ------------------------------------
5/6/98 6,500
---------------------- ------------------------------------
5/7/98 2,700
---------------------- ------------------------------------
5/13/98 3,500
---------------------- ------------------------------------
5/15/98 400
---------------------- ------------------------------------
6/3/98 7,500
---------------------- ------------------------------------
6/5/98 15,000
---------------------- ------------------------------------
6/9/98 7,500
---------------------- ------------------------------------
6/15/98 5,000
---------------------- ------------------------------------
6/16/98 5,425
---------------------- ------------------------------------
6/18/98 200
---------------------- ------------------------------------
6/18/98 4,000
---------------------- ------------------------------------
6/25/98** 40,000
---------------------- ------------------------------------
7/7/98 9,000
---------------------- ------------------------------------
7/22/98 10,000
---------------------- ------------------------------------
9/4/98 (7,900)
---------------------- ------------------------------------
9/4/98 (5,000)
---------------------- ------------------------------------
17
<PAGE>
---------------------- ------------------------------------
DATE NUMBER OF SHARES
PURCHASED/(SOLD)
---------------------- ------------------------------------
9/24/98 (10,000)
---------------------- ------------------------------------
9/29/98 (15,000)
---------------------- ------------------------------------
10/2/98 (5,000)
---------------------- ------------------------------------
10/14/98 (67,000)
---------------------- ------------------------------------
10/14/98 (100,000)
---------------------- ------------------------------------
4/9/99 (1,000)
---------------------- ------------------------------------
4/15/99 (1,350)
---------------------- ------------------------------------
4/16/99 (5,800)
---------------------- ------------------------------------
4/19/99 (2,000)
---------------------- ------------------------------------
4/22/99 (2,000)
---------------------- ------------------------------------
*In addition to the purchased shares reflected in this chart, on September 26,
1997, La Salle Financial received 53,000 shares of the Common Stock in a stock
split.
**In addition to the purchased shares reflected in this chart, La Salle
Financial received 236,205 shares of the Common Stock pursuant to the merger of
Southwest Bancshares, Inc. with and into the Corporation on July 2, 1998.
The amount of funds expended to date by La Salle Financial to acquire the
shares of the Common Stock currently held by La Salle Financial is approximately
$13,504,554. Such funds were provided in part from La Salle Financial's
available capital and in part by loans from subsidiaries of The Bear Stearns
Companies, Inc. ("Bear Stearns"). La Salle Financial 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. La
Salle Financial estimates that its total indebtedness to Bear Stearns as of the
date of this letter is approximately $6,462,870. La Salle Financial is unable to
determine what portion of that indebtedness relates specifically to purchases of
the Common Stock.
Messrs. Nelson, King and Barr are not required to file reports under
Section 16 of the Securities Exchange Act of 1934, as amended, with respect to
the Common Stock.
18
<PAGE>
PROXY/INSTRUCTION CARD ALLIANCE BANCORP
ANNUAL MEETING OF SHAREHOLDERS
_______________ ___, 1999
THIS PROXY IS SOLICITED ON BEHALF OF LA SALLE FINANCIAL PARTNERS, LIMITED
PARTNERSHIP ("LA SALLE FINANCIAL") AND THE COMMITTEE TO MAXIMIZE SHAREHOLDER
VALUE (THE "COMMITTEE") FOR USE AT THE 1999 ANNUAL MEETING OF SHAREHOLDERS OF
ALLIANCE BANCORP (THE "COMPANY"), TO BE HELD ON ____________ __, 1999, AND AT
ANY ADJOURNMENT THEREOF.
The undersigned acknowledges receipt of the Proxy Statement of La Salle
Financial and the Committee dated May __, 1999 (the "Proxy Statement"), relating
to the Annual Meeting of the Shareholders of the Company, hereby appoints
Richard J. Nelson and Peter T. Kross, and each of them (hereinafter
"Proxyholders"), as Proxy with power of substitution (to act jointly or if only
one acted then by that act), hereby revoking any previous proxies, to vote on
behalf of the undersigned all of the shares of Common Stock of the Company held
of record by the undersigned as of _________ ___, 1999 at the Annual Meeting of
Shareholders of the Company to be held on _____ ___, 1999, or at any adjournment
or postponement thereof, in accordance with the following instructions:
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS
PROXY WILL BE VOTED FOR THE ELECTION OF RICHARD J. NELSON, WILLIAM D. KING AND
GEORGE L. BARR AS DIRECTORS OF THE COMPANY, FOR THE RATIFICATION OF THE
APPOINTMENT OF KPMG PEAT MARWICK, LLP AS THE AUDITORS OF THE COMPANY FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1999, AND UPON SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING IN THE DISCRETION OF THE PROXYHOLDERS APPOINTED
HEREIN.
* DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED *
<PAGE>
ALLIANCE BANCORP ANNUAL MEETING
____ ___, 1999
La Salle Financial and the Committee recommend
a vote FOR the following proposals
1. ELECTION OF 1 - Richard J. Nelson 2 - William D. King
DIRECTORS: 3 - George L. Barr
FOR all nominees
listed to the left WITHHOLD AUTHORITY to
|_| (except as specified |_| vote for all nominees
below). listed to the left.
(Instructions: To withhold authority to vote for any individual
nominee, write the number(s) of the nominee(s) in the box
provided to the right.)
-------------------------------------------------
->
-------------------------------------------------
2. To ratify the appointment of KPMG Peat Marwick, LLP as the auditors of the
Company for the fiscal year ending December 31, 1999.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the Proxyholders are authorized to vote upon such other
business as may properly come before the meeting.
Date ___________________________
Check appropriate box
Indicate change below: |_| Name Change? |_|
Address change?
--------------------------------------------------
-------------------------------------------------
Signature(s) in Box
Please sign exactly as name appears hereon. If
signed as attorney, executor, personal
representative, administrator, trustee or
guardian, please give full title as such. If
shares are held in two or more names, all persons
so named must sign. A proxy on behalf of a
corporation should be signed in its name by a duly
authorized officer.
If you need assistance in voting your shares, please call The Altman Group,
Inc., which is assisting La Salle Financial and the Committee in its
solicitation of your proxy for the Annual Meeting, at (212) 681-9600.
