UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
May 4, 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>
This is Amendment No. 1 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 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 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 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.*
3 Letter from the Partnership to the Issuer, dated May 4,
1998.
*Filed as part of the Original 13D.
<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: May 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
EXHIBIT 3
LA SALLE FINANCIAL PARTNERS, L. P.
Suite 405
259 E. Michigan Avenue
Kalamazoo, Michigan 49007
Telephone (616) 344-4993
Facsimile (616) 344-4994
May 4, 1998
VIA FEDERAL EXPRESS
Mr. Richard E. Webber
President and Chief Executive Officer
Southwest Bancshares, Inc.
4062 Southwest Highway
Hometown, IL 60456
Re: Stockholder Demand for Inspection of Stocklist
and Related Materials
Dear Mr. Webber:
The undersigned, LaSalle Financial Partners, L.P., is the record
owner of common stock of Southwest Bancshares, Inc. ("Southwest" or the
"Company"), a Delaware corporation. Pursuant to Section 220 of the
Delaware General Corporation Law, the undersigned hereby demands the right
(in person or by its attorney or other agent), during the usual business
hours, to inspect the following records and documents of the Company (the
"Stocklist Materials") and to make copies or extracts therefrom:
(a) A complete record or list of the Company's
stockholders, certified by its transfer agent(s)
and/or registrar(s), showing the name and address of
each stockholder and the number of shares registered
in the name of each such stockholder as of the most
recent date available;
(b) A list of all stockholders arranged in descending
order by number of shares, showing the name and
address of each stockholder; a complete record or list
of any participants in any employee stock purchase,
ESOP plan, or other plan for the purchase of shares,
showing the name and address of each participant and
the number of shares credited to the participant's
account; and a correct and complete copy of the
plan(s) documents, including any amendments of such
plan(s);
(c) All daily transfer sheets showing changes in the
list of the Company's stockholders referred to in
paragraph (a) above which are in or come into the
possession of the Company or its transfer agent from
the date of such list to the date of the Company's
meeting to vote on the Proposed Merger (defined
herein), or any meeting held as a result of any
postponement or adjournment thereof;
(d) All information in or which comes into the
Company's possession or control or which can
reasonably be obtained from brokers, dealers, banks,
clearing, agencies or voting trustees or nominees of
any central certificate depository system concerning
the number and identify of the actual beneficial
owners of the Company's stock, including a breakdown
of any holders in the name of Cede & Co., Kray & Co.,
Philadep, and other similar nominees;
(e) All information in or which comes into the
Company's possession or control or which can
reasonably be obtained from brokers, dealers, banks,
clearing agencies or voting trustees relating to the
names of the non-objecting beneficial owners of the
Company's stock ("NOBO's") in the format of a printout
in descending order balance (such information with
respect to brokers and dealers is readily available to
the Company under Rule 14b-1 of the Securities
Exchange Act of 1934, as amended, from Independent
Election Corporation of America and ADP Proxy
Services);
(f) A stop list or stop lists relating to any Common
Stock as of the date of the list referred to in
paragraph (a) above;
(g) The information and records specified in
paragraphs (a), (b), (d), and (e) above as of any
record date for a stockholder vote on the Proposed
Merger set by the Board of Directors, by operation of
law or otherwise; the information and records
specified in paragraph (d) on a weekly basis up until
any shareholders' meeting.
The purpose of this demand to inspect the Stocklist Materials is
to enable the undersigned to communicate with stockholders regarding their
investment as stockholders, including, without limitation, to communicate
with stockholders regarding the proposed merger of the Company with
Alliance Bancorp (the "Proposed Merger").
Please advise Jon E. Abramczyk of Morris, Nichols, Arsht &
Tunnell, 1201 N. Market Street, Wilmington, Delaware 19801, (302) 658-
9200, where and when the Stocklist Materials will be available. The
undersigned hereby authorizes Jon E. Abramczyk of Morris, Nichols, Arsht &
Tunnell, and Phillip M. Goldberg of Foley & Lardner, and their respective
partners, associates, employees, and any other persons to be designated by
them, acting together, singly or in combination, to conduct the inspection
and copying demanded herein. The undersigned will pay the reasonable
costs of the inspection demanded herein.
Very truly yours,
LaSalle Financial Partners, L.P.
By: /s/ Richard J. Nelson
General Partner
LaSalle Capital Management, Inc.
cc: The Corporation Trust Company (By Hand)
STATE OF MICHIGAN :
: SS.
COUNTY OF KALAMAZOO :
BE IT REMEMBERED that, the undersigned, Richard J. Nelson,
personally appeared before me, who being duly sworn, deposes and says:
That the foregoing is his letter of demand for the inspection of
designated books and records of Southwest Bancshares, Inc.,
and that the statements made in such letter are true and
correct.
That the letter contains a designation of Jon E. Abramczyk and
Phillip M. Goldberg and their respective partners and
employees and any other person to be designated by them,
acting together, singly or in combination as the
undersigned's attorney or agent to conduct such inspection,
and that the foregoing and this verification are the
undersigned's power of attorney authorizing the foregoing
persons to act on behalf of the undersigned.
/s/ Richard J. Nelson
Richard J. Nelson
SWORN TO AND SUBSCRIBED BEFORE ME
this 4th day of May, 1998.
/s/ Janine Scott
Notary Public
Commission Expires: April 29, 2001
