UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
SOUTHWEST BANCSHARES, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
84476910
(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)
April 13, 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 No. 84476910
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 159,500 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
159,500 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
159,500 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.7%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 84476910
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 159,500 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
159,500 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
159,500 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.7%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 84476910
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 159,500 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
159,500 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
159,500 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.7%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 84476910
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>
Item 1. Security and Issuer
This Schedule 13D is being filed jointly by LaSalle Financial
Partners, Limited Partnership (the "Partnership"), Richard J. Nelson,
Peter T. Kross and Florence Nelson (the "Group") and relates to the common
stock, $.01 par value (the "Common Stock"), of Southwest Bancshares, Inc.
(the "Issuer"). The address of the principal executive offices of the
Issuer is 4062 Southwest Highway, Hometown, IL 60456. The joint filing
agreement of the members of the Group is filed herewith as Exhibit 1.
Item 2. Identity and Background
(a)-(c) The Partnership is a Delaware limited partnership.
The address of the Partnership's principal business and its principal
office is 259 E. Michigan, Suite 405, Kalamazoo, Michigan 49007. The
principal business of the Partnership is that of investing in equity-
oriented securities issued by publicly traded companies, with emphasis on
investments in banks, thrifts and savings banks.
The general partners of the Partnership (the "General Partners")
are LaSalle 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 executive
officers and directors of LaSalle Capital Management, Inc., are Mr.
Nelson, who serves as President and a director, and his wife Florence
Nelson, who serves as Secretary, Treasurer and a director. Mr. Nelson is
self-employed as a banking consultant, and his business address is 259 E.
Michigan, Suite 405, Kalamazoo, Michigan 49007. Mrs. Nelson is a
homemaker and is not otherwise employed. Mr. Kross is the sole director
and the sole executive officer of Talman Financial, Inc. Mr. Kross is
employed as a Senior Vice President of EVEREN Securities, Inc., a
securities broker-dealer the address of which is 440 E. Congress, Third
Floor, Detroit, Michigan 48226. Mr. Kross's residence address is 248
Grosse Pointe Boulevard, Grosse Pointe Farms, Michigan 48236.
(d)-(e) During the past five years, none of the Partnership,
the General Partners, Mr. Nelson, Mrs. Nelson or Mr. Kross has been
convicted in a criminal proceeding (excluding traffic violations).
On December 9, 1996, Standard Financial, Inc. filed a civil
lawsuit (case No. 96-C-8037) in the United States District Court for the
Northern District of Illinois (the "Court") naming as defendants the
Partnership, the General Partners, Mr. Kross and Mr. Nelson. The lawsuit
requested injunctive and other relief relating to a Schedule 13D filing
with respect to beneficial ownership of Standard Financial, Inc.'s common
stock. While the Court entered certain preliminary orders in February and
March, 1997, those orders were subsequently vacated on October 9, 1997.
During the past five years, Mrs. Nelson has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in her being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Nelson, Mrs. Nelson and Mr. Kross are citizens of the
United States.
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 $4,961,619. 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. A copy
of the Partnership's margin agreement with Bear Stearns is attached hereto
as Exhibit 2 and incorporated herein by reference.
Item 4. Purpose of the Transaction
The Group's goal is to profit from appreciation in the market
price of the Common Stock. 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. In particular, the
Partnership has in part acquired Common Stock because the Issuer has
announced plans to merge (the "Merger") with Alliance Bancorp
("Alliance"). (The Group is filing a Schedule 13D with respect to its
holdings of the common stock of Alliance at approximately the same time as
the Group files this Schedule 13D.) Plans for the Merger contemplate that
holders of the Common Stock will exchange their Common Stock for shares of
Alliance; therefore, after the Merger, the Partnership will hold a
significant block of Alliance stock and will no longer hold any Common
Stock. The Group currently does not oppose the Merger; however, the Group
will continue to evaluate the Merger and consider the Group's options with
respect to the Merger.
The Group is aware that regulations promulgated by the OTS
contain separate standards with regard to acquisition of "control" of a
federally chartered savings institution, such as the Issuer's subsidiary
bank. Those regulations require OTS approval for acquisition of control
under certain conditions. Some of the provisions are based in part on
numerical criteria. One of the provisions creates a rebuttable
presumption of control where a person acquires more than 10 percent of the
voting stock of a savings association and other conditions are met.
Another provision creates a rebuttable presumption of control where a
person acquires proxies to elect one-third or more of the savings
association's board of directors and other conditions are met. The Group
has no present plans to cross these numerical thresholds.
The Group intends to continue to evaluate the Issuer and its
business prospects and may consult with management of the Issuer, other
shareholders of the Common Stock or other persons to further its
objectives. The Group may make further purchases of shares of the Common
Stock or may dispose of any or all of its shares of the Common Stock at
any time. At present, and except as disclosed herein, the Group has no
specific plans or proposals that relate to, or could result in, any of the
matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of
Schedule 13D. The Group intends to continue to explore the options
available to it. The Group may, at any time or from time to time, review
or reconsider its position with respect to the Issuer and may formulate
plans with respect to matters referred to in Item 4 of Schedule 13D.
Item 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 159,500 shares of the Common Stock that the
Partnership owns, constituting approximately 5.7% of the issued and
outstanding shares of the Common Stock, based on the number of outstanding
shares reported on the Issuer's Annual Report on Form 10-K/A for the
period ended December 31, 1997. 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 159,500
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, all of
which were made in open market purchases on the Nasdaq National Market
System:
DATE NUMBER OF SHARES COST PER SHARE
2/26/98 8,500 $30.50
2/27/98 3,000 $30.50
3/10/98 16,000 $31.75
3/11/98 2,000 $31.75
3/11/98 3,600 $31.81
3/17/98 30,200 $32.00
4/3/98 3,000 $32.26
4/6/98 2,000 $32.25
4/13/98 3,400 $32.38
4/14/98 6,000 $32.00
4/16/98 7,400 $33.50
4/17/98 8,400 $33.50
4/17/98 1,000 $33.50
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to
Securities of the Issuer.
See Item 2 regarding disclosure of the arrangements among members of
the Group, which disclosure is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
No. Description
1 Joint Filing Agreement
2 Professional Account Agreement, dated March 6, 1996,
between the Partnership and each of the subsidiaries of The
Bear Stearns Companies Inc.
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: April 23, 1998
LaSALLE FINANCIAL PARTNERS, LIMITED PARTNERSHIP
By: LaSALLE CAPITAL MANAGEMENT, INC.
a General Partner
By: /s/ Richard J. Nelson
Richard J. Nelson, President
/s/ Richard J. Nelson
Richard J. Nelson
/s/ Peter T. Kross
Peter T. Kross
/s/ Florence Nelson
Florence Nelson
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree that the Schedule 13D to
which this Joint Filing Agreement is being filed as an exhibit shall be a
joint statement filed on behalf of each of the undersigned.
Date: April 23, 1998
LaSALLE FINANCIAL PARTNERS, LIMITED PARTNERSHIP
By: LaSALLE CAPITAL MANAGEMENT, INC.
a General Partner
By: /s/ Richard J. Nelson
Richard J. Nelson, President
/s/ Richard J. Nelson
Richard J. Nelson
/s/ Peter T. Kross
Peter T. Kross
/s/ Florence Nelson
Florence Nelson
EXHIBIT 2
Professional Bear Stearns
Account Agreement
The Bear Stearns Companies Inc.
245 Park Avenue
New York, NY 10167
(212) 272-2000
Title: LaSalle/Kross Partnership Limited Part. Account No.:102-04824-26
<PAGE>
This agreement ("Agreement") sets forth the terms and conditions under
which subsidiaries of The Bear Stearns Companies Inc. will open and
maintain account(s) in your name and otherwise transact business with you.
1. Parties. You hereby agree that the parties to this Agreement
shall consist of you, each and every subsidiary of The Bear Stearns
Companies listed on the signature page hereof and any other subsidiary of
The Bear Stearns Companies Inc., whether now existing or hereafter
created, at which you open an account or accounts or with which you
otherwise transact business (which shall automatically become a party
hereto by virtue thereof) (each of which subsidiaries, listed or presently
unlisted herein, being referred to hereinafter as a "Bear Stearns entity"
and all such entities being collectively referred to as "Bear Stearns").
2. Applicable Law and Regulations. All transactions shall be
subject to all applicable law and the rules and regulations of all
federal, state and self-regulatory agencies, including, but not limited
to, the Board of Governors of the Federal Reserve System and the
constitution, rules and customs of the exchange or market (and clearing
house) where executed.
3. Security Interest and Lien. As security for the payment and
performance of all of your obligations and liabilities to any Bear Stearns
entity, each Bear Stearns entity shall have a continuing security interest
in all property in which you have an interest held by or through any Bear
Stearns entity, including, but not limited to, securities, commodity
futures contracts, commercial paper, monies, any after-acquired property
and all rights you may have against any Bear Stearns entity. In addition,
in order to satisfy any such outstanding liabilities or obligations, Bear
Stearns may, at any time and without prior notice to you, use, apply or
transfer any of such securities or property interchangeably (including
cash and fully-paid securities).
4. Deposits on Transactions. Whenever Bear Stearns, in its sole
discretion, considers it necessary for its protection, it may require you,
and you hereby agree, to deposit cash or collateral immediately in your
account(s) prior to any applicable settlement date in order to assure due
performance of your open contractual commitments.
5. Breach, Bankruptcy or Default. Any breach of or default under
this Agreement or any other agreement you may have with any Bear Stearns
entity, or the filing of a petition or other proceeding in bankruptcy or
insolvency or for the appointment of a receiver by or against you, the
levy of an attachment against your accounts with Bear Stearns, or your
death, mental incompetence or dissolution, or any other grounds for
insecurity (including any indication of your refusal or inability to
promptly meet a margin call or other deposit requirement hereunder) as
determined by Bear Stearns in its sole discretion, shall constitute, at
Bear Stearns' election, a default by you under all agreements you may then
have with Bear Stearns, whether heretofore or hereafter entered into. In
the event of default, each Bear Stearns entity reserves the right to sell,
without prior notice to you, any and all property in which you have an
interest held by or through any Bear Stearns entity, to buy any or all
property which may have been sold short, to accelerate, cancel, liquidate,
close out and net the settlement payments and/or delivery obligations of
any or all outstanding transactions (including contracts and options for
foreign currency or any other commodity) and/or to purchase or sell any
other securities or property to offset market risk, after which you shall
be liable to Bear Stearns for any remaining deficiency, loss, costs or
expenses sustained by Bear Stearns in connection therewith. Such
purchases and/or sales may be effected publicly or privately without
notice or advertisement in such manner, in such order and at such time as
Bear Stearns may in its sole discretion determine. At any such sale or
purchase, Bear Stearns may purchase or sell the property free of any right
of redemption. In addition, Bear Stearns shall have the right to set off,
net, recoup or otherwise apply any amount owing from any Bear Stearns
entity to you against any indebtedness in any of your accounts, whether
matured or unmatured.
6. Fees and Charges. You understand that Bear Stearns may charge
commissions and other fees for execution, custody or any other service
furnished to you, and you agree to pay such commissions and fees at Bear
Stearns' then-prevailing rates. You understand further that such fees may
be changed from time to time, upon thirty days' prior written notice to
you, and you agree to be bound thereby.
7. Transaction Reports and Account Statements. Reports of the
execution of orders and statements of account shall be conclusive if not
objected to in writing within five days in the case of reports of
execution and ten days in the case of account statements, after such
documents have been transmitted to you by mail or otherwise.
8. Debit Balances/Truth-In-Lending. You hereby acknowledge receipt
of Bear Stearns' Truth-in-Lending disclosure statement. You understand
that interest will be charged on any debit balances in your accounts in
accordance with the methods described in such statement or in any
amendment thereof or revision thereto which may be provided to you. Any
debit balance which is not paid at the close of an interest period will be
added to the opening balance for the next interest period.
9. Clearance Accounts. If any of your account(s) is carried by any
Bear Stearns entity as clearing agent for your broker, unless such Bear
Stearns entity receives from you prior written notice to the contrary, it
may accept from such other broker, without any inquiry or investigation:
(a) orders for the purchase or sale of securities and other property in
your account(s) on margin or otherwise and (b) any other instructions
concerning your account(s) or the property therein. You understand and
agree that Bear Stearns shall have no responsibility or liability to you
for any acts or omissions of such broker, its officers, employees or
agents. You agree that your broker and its employees are third-party
beneficiaries of this Agreement and that the terms and conditions hereof,
including the arbitration provision, shall be applicable to all matters
between or among any of you, your broker and its employees and Bear
Stearns and its employees.
10. Costs of Collection. You hereby authorize Bear Stearns to
charge you for any reasonable direct or indirect costs of collection,
including, but not limited to, attorneys' fees, court costs and other
expenses.
11. Impartial Lottery Allocation. You agree that, in the event Bear
Stearns holds on your behalf bonds or preferred stocks in street name or
bearer form which are callable in part, you will participate in the
impartial lottery allocation system of the called securities in accordance
with the rules of the New York Stock Exchange, Inc. or any other
appropriate self-regulatory organization. When any such call is
favorable, no allocation will be made to any account with respect to which
Bear Stearns has actual knowledge that its officers, directors or
employees have any financial interest until all other customers are
satisfied on an impartial lottery basis.
12. Waiver, Assignment and Notices. Neither Bear Stearns' failure
to insist at any time upon strict compliance with this Agreement or with
any of the terms hereof nor any continued course of such conduct on its
part shall constitute or be considered a waiver by Bear Stearns of any or
its rights or privileges hereunder. Any assignment of any of your rights
or obligations hereunder or interest in any property held by or through
Bear Stearns without obtaining the prior written consent of any authorized
representative of Bear Stearns shall be null and void. Bear Stearns
reserves the right to assign any of its rights or obligations hereunder to
any Bear Stearns entity without prior notice to you. Notices or other
communications will be delivered or mailed to the address provided by you
unless and until Bear Stearns has received notice in writing from you of a
different address. Margin calls may be communicated orally and need not
be confirmed in writing.
13. Free Credit Balances. You hereby authorize Bear Stearns to use
any free credit balance awaiting investment or reinvestment in any of your
accounts in accordance with all applicable rules and regulations and to
any interest thereon at such rate or rates and under such conditions as
are established from time to time by Bear Stearns for such accounts and
for the amounts of cash so used.
14. Restrictions on Accounts. You understand that Bear Stearns in
its sole discretion, may restrict or prohibit trading of securities or
other property in any of your accounts.
15. Credit Information and Investigation. You authorize Bear
Stearns and, if applicable, your broker, in its or their discretion, to
make and obtain reports concerning your credit standing and business
conduct. You may make a written request within a reasonable period of
time for a description of the nature and scope of the reports made or
obtained by Bear Stearns.
16. Short and Long Sales. In placing any sell order for a short
account, you will designate the order as such and hereby authorize Bear
Stearns to mark the order as being "short." In placing any sell order for
a long account, you will designate the order as such and hereby authorize
Bear Stearns to mark the order as being "long." The designation of a sell
order as being for a long account shall constitute a representation that
you own the security with respect to which the order has been placed, that
such security may be sold without restriction in the open market and that,
if Bear Stearns does not have the security in its possession at the time
you place the order, you shall deliver the security by settlement date in
good deliverable form or pay to Bear Stearns any losses or expenses
incurred by it as a result of your failure to make delivery on a timely
basis.
17. Margin and Other Collateral Requirements. You hereby agree to
deposit and maintain such margin in any of your margin accounts as Bear
Stearns may in its sole discretion require, and you agree to pay forthwith
on demand any debit balance owing with respect to any of your margin
accounts. In addition, you further agree to promptly deposit and maintain
such other collateral with Bear Stearns as is required by any other
agreement or open transaction you may have with it. Upon your failure to
make any such payment, or at any time Bear Stearns in its sole discretion
deems it necessary for its protection, whether with or without prior
demand, call or notice, Bear Stearns shall be entitled to exercise all
rights and remedies provided in paragraph 3, 5 and 29 hereof. No demands,
calls, tenders or notices that Bear Stearns may have made or given in the
past in any one or more instances shall invalidate your waiver of any
requirement that Bear Stearns make or give the same in the future. Unless
you expressly advise Bear Stearns to the contrary, you hereby represent
that you are not an "affiliate" (as defined in Rule 14c(a)(1) under the
Securities Act of 1933) of the issuer of any security held in any of your
accounts.
18. Consent to Loan or Pledge of Securities. Within the limits of
applicable law and regulations, you hereby authorize Bear Stearns to lend
either to itself or to others any securities held by it in any of your
margin accounts, together with all attendant rights of ownership, and to
use all such property as collateral for its general loans. Any such
property, together with all attendant rights of ownership, may be pledged,
repledged, hypothecated or rehypothecated either separately or in common
with other such property for any amounts due to Bear Stearns thereon or
for a greater sum, and Bear Stearns shall have no obligation to retain a
like amount of similar property in its possession and control.
19. Give-ups: Free Deliveries in the event: (i) your orders are
not executed by Bear Stearns and you give-up Bear Stearns' name for
clearance and settlement, or (ii) you require Bear Stearns to make a free
delivery of cash or securities in connection with the settlement of such
orders, the following terms and conditions shall apply:
(i) You agree that you will only execute bona-fide orders and if
required for settlement, you will request a free delivery of cash or
securities only when you have reasonable grounds to believe that the
contra-party and the broker who executed your order have the
financial capability to complete any contemplated transaction;
(ii) Bear Stearns reserves the right at any time to place a limit
(of either dollars or number of securities) on the size of
transactions that Bear Stearns will accept for clearance. If after
you have received notice of such limitation you execute an order in
excess of the limit established by Bear Stearns, Bear Stearns shall
have the right, exercisable in its sole discretion, to decline to
accept the transaction for clearance and settlement. In the event
any claim is asserted against Bear Stearns by the broker who executed
your order because of such action by Bear Stearns, you agree to
indemnify and hold Bear Stearns harmless from any loss, liability,
damage, cost or expense (including, but not limited to fees and
expenses of legal counsel) arising directly or indirectly therefrom;
and
(iii) Bear Stearns will on a best efforts basis attempt to clear
such transactions within a reasonable period and utilize the same
procedures it utilizes when clearing transactions on behalf of other
customers. If either you or the broker who executed your order fails
for any reason to settle the transaction and/or return any free
delivery within a reasonable period of time, as determined by Bear
Stearns, you will be solely liable to Bear Stearns for any and all
loss, including expenses, caused thereby. Bear Stearns shall have no
liability whatsoever to you in any such circumstance.
20. Prime Brokerage Services.
(a) Prior to the commencement of any prime brokerage activity, Bear
Stearns will enter into an agreement with your executing
broker(s) that will set forth the terms and conditions under
which your executing broker(s) will be authorized to accept
orders from you for settlement by Bear Stearns (the "Prime
Brokerage Agreement"). Bear Stearns will accept for clearance
and settlement trades executed on your behalf by such executing
broker(s) as you may designate from time to time. On the day
following each transaction, Bear Stearns will send you a
notification of each trade placed with your executing broker
based upon the information provided by you. This notification
contains some but not all of the information required to appear
in a confirmation.
(b) Bear Stearns shall be responsible for settling trades executed
on your behalf by your executing broker(s) and reported to Bear
Stearns by you and your executing broker(s) provided that you
have reported to Bear Stearns on trade date, by the time
designated to you by Bear Stearns, all the details of such
trades including, but not limited to, the contract amount, the
security involved, the number of shares or the number of units
and whether the transaction was a long or short sale of a
purchase, and further provided that Bear Stearns has either
affirmed or not DK'd and has not subsequently disaffirmed such
trades. In the event that Bear Stearns determines not to settle
a trade, Bear Stearns shall not have settlement responsibility
for such trade and shall, instead, send you a cancellation
notification to offset that notification sent to you under sub-
paragraph a of this paragraph. You shall be solely responsible
and liable to your executing broker(s) for settling such trade.
In addition Bear Stearns may be required to cease providing
prime brokerage services to you in accordance with the Prime
Brokerage Agreement.
(c) In the event of (i) the filing of a petition or other proceeding
in bankruptcy, insolvency or for the appointment of a receiver
by or against your executing broker, (ii) the termination of
your executing broker's registration and the cessation of
business by it as a broker-dealer, or (iii) your executing
broker's failure inability or refusal, for any reason whatsoever
or for no reason at all, to settle a trade, if Bear Stearns
agrees to settle any trades executed on your behalf by such
executing broker, regardless whether Bear Stearns either
affirmed or did not DK and did not disaffirm such trades, you
shall be solely responsible, and liable to Bear Stearns, for any
losses arising out of or incurred in connection with Bear
Stearns' agreement to settle such trades.
(d) You shall maintain in your account with Bear Stearns such
minimum net equity in cash or securities as Bear Stearns, in its
sole discretion may require, from time to time [the "Bear
Stearns Net Equity Requirements"], which shall in no event be
less than the minimum net equity required by the SEC Letter (the
"SEC Net Equity Requirements").
In the event your account falls below the SEC Net Equity
Requirements, you hereby authorize Bear Stearns to notify
promptly all executing brokers with whom it has a Prime
Brokerage Agreement on your behalf of such event. Moreover, if
you fail to restore your account to compliance with the SEC Net
Equity Requirements within the time specified in the SEC Letter,
Bear Stearns shall: (i) notify all such executing brokers that
Bear Stearns is no longer acting as your prime broker and (ii)
either not affirm or indicate that it does not know ("DK") all
prime brokerage transactions on your behalf with trade date
after the business day on which such notification was sent.
In the event either: (i) your account falls below the Bear
Stearns Net Equity Requirements, (ii) Bear Stearns determines
that there would not be enough cash in your account to settle
such transactions or that a maintenance margin call may be
required as a result of settling such transactions, or (iii)
Bear Stearns determines that the continuation of prime brokerage
services to you presents an unacceptable risk to Bear Stearns
taking into consideration all the facts and circumstances Bear
Stearns may disaffirm all your prime brokerage transactions
and/or cease to act as your prime broker.
(e) If you have instructed your executing broker(s) to send
confirmations to your in care of Bear Stearns, as your prime
broker, the confirmation sent by such executing broker is
available to you promptly from Bear Stearns, at no additional
charge.
(f) If your account is managed on a discretionary basis, you hereby
acknowledge that your prime brokerage transactions may be
aggregated with those of other accounts of your advisor,
according to your advisor's instructions, for execution by your
executing broker(s) in a single bulk trade and for settlement in
bulk by Bear Stearns. You hereby authorize Bear Stearns to
disclose your name, address and tax I.D. number to your
executing broker(s). In the event any trade is disaffirmed, as
soon as practicable thereafter, Bear Stearns shall supply your
executing broker(s) with the allocation of the bulk trade, based
upon information provided by your advisor.
(g) The prime brokerage services hereunder shall be provided in a
manner not inconsistent with the no-action letter dated January
29, 1994 issued by the Division of Market Regulation of the
Securities and Exchange Commission (the "SEC Letter"), and any
supplements or amendments thereto.
21. Legally Binding. You and Bear Stearns hereby agree that this
Agreement shall extend to and be binding upon all of the parties hereto
(whether now existing or hereafter added) and their respective successors
and assigns. If you are a natural person, this Agreement shall extend to
and be binding upon your estate, heirs, executors, administrators and
personal representatives. You further agree that all purchases and sales
shall be for your account(s) in accordance with your oral or written
instructions. You hereby waive any and all defenses that any such
instruction was not in writing as may be required by the Statue of Frauds
of any similar law, rule or regulation.
22. Amendment. You agree that Bear Stearns may modify the terms of
this Agreement at any time upon prior written notice to you. By
continuing to accept services from Bear Stearns, you will have indicated
your acceptance of any such modification. If you do not accept any such
modification, you must notify Bear Stearns thereof in writing and your
account may then be terminated, but you will still be liable thereafter to
Bear Stearns for all remaining liability and obligations. Otherwise, this
Agreement may not be waived or modified absent a written instrument signed
by an authorized representative of Bear Stearns.
23. New York Law to Govern. This Agreement shall be deemed to have
been made in the State of New York and shall be construed, and the rights
and liabilities of the parties determined in accordance with the laws of
the State of New York without giving effect to the conflicts of law
principals thereof.
24. Arbitration. You agree and, by maintaining accounts for you,
Bear Stearns agrees that controversies arising between you and any Bear
Stearns entity or any broker for which Bear Stearns acts as clearing
agent, whether arising prior to, on or subsequent to the date hereof,
shall be determined by arbitration. Any arbitration under this Agreement
shall be held at the facilities and before an arbitration panel appointed
by the New York Stock Exchange, Inc. The American Stock Exchange, Inc.,
or the National Association of Securities Dealers, Inc. (and only before
such exchanges or association). You may elect one of the foregoing forums
for arbitration, but if you fail to make such election by registered mail
or telegram addressed to Bear Stearns Securities Corp. 245 Park Avenue,
New York, New York 10167, Attention: Chief Legal Officer (or any other
address of which you are advised in writing), before the expiration of ten
days after receipt of a written request from Bear Stearns to make such
election, then Bear Stearns may make such election. For any arbitration
solely between you and a broker for which Bear Stearns acts as clearing
agent, such election shall be made by registered mail to such broker at
its principal place of business. Judgment upon the award of the
arbitrators may be entered in any state or federal court having
jurisdiction thereover. With respect to the resolution of any such
controversy, you and Bear Stearns further acknowledge that:
$ arbitration is final and binding on the parties.
$ the parties are waiving their right to seek remedies in court,
including the right to jury trial.
$ pre-arbitration discovery is generally more limited than and
different from court proceedings.
$ the arbitrators' award is not required to include factual findings or
legal reasoning and any party's right to appear or to seek
modification of rulings by the arbitrators is strictly limited.
$ the panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.
$ no person shall bring a putative or certified class action to
arbitration, nor seek to enforce any pre-dispute arbitration
agreement against any person who has initiated in court a putative
class action, who is a member of a putative class who has not opted
out of the class with respect to any claims encompassed by the
putative class action unit: (i) the class certification is denied;
(ii) the class is decertified; or (iii) the customer is excluded from
the class by the court. Such forbearance to enforce an agreement to
arbitrate shall not constitute a waiver of any rights under this
Agreement except to the extent stated herein.
25. Severability. If any provision hereof is or should become
inconsistent with any present or future law, rule or regulation of any
sovereign government or regulatory body having jurisdiction over the
subject matter of this Agreement, such provisions shall be deemed to be
rescinded or modified in accordance with any such law, rule or regulation.
In all other respects, this Agreement shall continue to remain in full
force and effect.
26. Extraordinary Events. Bear Stearns shall not be liable for
losses in any of your accounts which are caused directly or indirectly by
government restrictions, exchange or market rulings, suspension of
trading, war, strikes or any other condition beyond its control.
27. Headings. The headings of the provisions hereof are for
descriptive purposes only and shall not modify or qualify any of the
rights or obligations set forth in such provisions.
28. Telephone Conversations. For the protection of both you and
Bear Stearns, and as a way of correcting misunderstandings, you hereby
authorize Bear Stearns, at its discretion and without prior notice to you,
to monitor and/or record any or all telephone conversations between you
and any of Bear Stearns' employees or agents.
29. Additional Rights and Remedies. The rights and remedies granted
herein to Bear Stearns are in addition to, and supersede any limitations
on, any other rights and remedies provided to Bear Stearns in any other
agreement you may have with it, and you hereby appoint Bear Stearns as
your agent to take any action necessary to perfect the security interest
granted to it in paragraph 3 hereof. In the event of a breach or default
under this Agreement or any other agreement you may have with any Bear
Stearns entity, each Bear Stearns entity shall have all rights and
remedies available to a secured creditor under any applicable law in
addition to the rights and remedies provided herein.
30. Authority; Capacity. By signing this Agreement, you represent
that you are of legal age and that, unless you have notified Bear Stearns
to the contrary, neither you nor any member of your immediate family is an
employee of any exchange or member thereof, the National Association of
Securities Dealers, Inc. or a member thereof, or of any corporation, firm
or individual engaged in the business of dealing as broker or principal,
in securities, options or futures or of any bank, trust company or
insurance company. If you are signing on behalf of an institution, you
represent that the institution on whose behalf you are acting is
authorized to enter into this Agreement and that you are duly authorized
to sign this Agreement in its name.
By signing this Agreement you acknowledge that:
1. The securities in your margin account(s) and any securities for which
you have not fully paid, together with all attendant ownership rights, may
be loaned to Bear Stearns or to others and;
2. You have received a copy of this Agreement.
This Agreement contains a pre-dispute arbitration clause at paragraph 24.
If account is owned by a partnership:
Signature of Partnership
LaSalle Capital Management, Inc.
By: /s/ Richard J. Nelson, President, LaSalle Capital Management, Inc.
Print Name and Title:
Talman Financial, Inc.
/s/ Peter T. Kross, President, Talman Financial, Inc.
Accepted and Agreed to :
_____________________
for the Bear Stearns Companies, Inc. and its subsidiaries
