CUSIP No. 84476910
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
June 8, 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>
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 197,150 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
197,150 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
197,150 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
7.1%
14 Type of Reporting Person
PN
<PAGE>
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 197,150 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
197,150 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
197,150 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
7.1%
14 Type of Reporting Person
IN
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Peter T. Kross
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: Not Applicable
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [X]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 197,150 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
197,150 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
197,150 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
7.1%
14 Type of Reporting Person
IN
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Florence Nelson
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: Not Applicable
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person
IN
<PAGE>
This is Amendment No. 2 to the Schedule 13D filed jointly by
LaSalle Financial Partners, Limited Partnership (the "Partnership"),
Richard J. Nelson, Peter T. Kross and Florence Nelson (the "Group") on
April 23, 1997 (the "Original 13D") and relates to the common stock, $.01
par value (the "Common Stock"), of Southwest Bancshares, Inc. (the
"Issuer"). The following items in the Original 13D are amended to read in
their entirety as follows:
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by the Partnership to
acquire its shares as reported herein is $6,166,818. 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. This Amendment is being filed because the
Partnership has recently purchased additional shares 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 has filed a Schedule 13D with respect to its
holdings of the common stock of Alliance.) 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. By letter to the Issuer dated
May 4, 1998, the Partnership requested access to certain shareholder
materials, in order to maximize its options with respect to the Merger and
the Issuer. A copy of that letter is attached as Exhibit 3.
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 197,150 shares of the Common Stock that the
Partnership owns, constituting approximately 7.1% of the issued and
outstanding shares of the Common Stock, based on the 2,787,585 outstanding
shares reported on the Issuer's Quarterly Report on Form 10-Q for the
period ended March 31, 1998. Florence Nelson expressly disclaims
beneficial ownership of such shares. None of Mr. Nelson, Mrs. Nelson, Mr.
Kross or the General Partners beneficially owns any shares of the Common
Stock personally or otherwise, except for the shares owned by the
Partnership itself.
(b) With respect to the shares described in (a) above, all
decisions regarding voting and disposition of the Partnership's 197,150
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
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
5/14/98 3,800 $32.50
5/14/98 6,500 $32.74
5/18/98 2,100 $32.63
5/29/98 2,000 $31.75
6/1/98 2,600 $31.75
6/3/98 650 $31.88
6/8/98 20,000 $31.63
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: June 12, 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
