UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
PERMANENT BANCORP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
714197100
(CUSIP Number)
Phillip M. Goldberg
Foley & Lardner
One IBM Plaza
330 North Wabash Avenue
Suite 3300
Chicago, Illinois 60611
(312) 755-2549
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 22, 1997
(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. 714197100
This is Amendment No. 1 to the Schedule 13D filed jointly by
LaSalle/Kross Partners, Limited Partnership (the "Partnership"), Richard
J. Nelson and Peter T. Kross (the "Group") on April 21, 1997 (the
"Original 13D"), and relates to the common stock, $.01 par value (the
"Common Stock"), of Permanent Bancorp, Inc. (the "Issuer"). The following
items in the Original 13D are amended to read in their entirety as
follows:
Item 4. Purpose of Transaction
The Group's goal is to profit from appreciation in the market price
of the Common Stock. The Group expects to actively assert shareholder
rights, in the manner described below, with the purpose to acquire control
over and influence the policies of the Issuer by electing the
Partnership's own nominees to the Issuer's board of directors, with the
intent of influencing a business combination involving the Issuer.
The Partnership's stated purpose is to emphasize investments in the
stocks of selected thrifts, banks and savings banks which the General
Partners of the Partnership believe to be undervalued or that they believe
to represent "special situation" investment opportunities. The
Partnership has further described its purpose, in its private placement
memorandum, as follows:
Considering the current opportunity to purchase shares of
selected thrifts and savings banks at substantial discounts to
intrinsic value as determined by the General Partners, with
significant appreciation potential available due to merger and
acquisition activity in the banking industry, the Partnership
currently intends to concentrate its investments in thrifts,
banks and savings banks which, in the opinion of the General
Partners, possess certain buyout characteristics. Concentrated
investments may be made in companies to allow the partnership to
influence or to effect control over management's decisions in
order to achieve Partnership objectives.
The Partnership believes that its acquisition of the Common Stock is in
accordance with these stated purposes.
By letter dated April 11, 1997 the Group disclosed its holdings to
the management of the Issuer and that it was contemplating the submission
of proposed nominees for election at the Issuer's 1997 annual meeting.
Prior to making such submission, the Group proposed a meeting with
management of the Issuer to discuss management's slate of directors. On
April 15, 1997, the Issuer contacted representatives of the Group to
discuss the Group's request. In connection with this discussion, the
Issuer informed the Group that it would consider the Group's request to
include a representative of the Group on management's slate of nominees
for the 1997 annual meeting. By letter dated April 15, 1997, the Group
proposed Wallace Riley for consideration by the Issuer as a management
nominee. Thereafter, by letter received on April 16, 1997, the Issuer
informed the Group that it would not nominate Mr. Riley and further
informed the Group that Mr. Riley did not satisfy a director qualification
requirement that had been adopted by the Issuer's Board of Directors on
January 21, 1997. The qualification requirement mandates that "[a] member
of the Board of Directors shall, in order to qualify as such, be domiciled
in or have his or her primary place of business located in any county, a
portion of which is within a fifty mile radius of any office of the
[Issuer's] subsidiary bank in the state of Indiana." To the best of the
Group's knowledge, this requirement has not been disclosed publicly by the
Issuer.
On April 22, 1997, the Partnership delivered to the Issuer a notice
of intention to nominate two persons for election as directors of the
Issuer at its 1997 annual meeting. Such notice was made in accordance
with the time requirements of the By-Laws of the Issuer. The two persons
that the Partnership intends to nominate at the 1997 annual meeting are
Wallace D. Riley and Robert C. Lucas. A copy of such notice of intent to
nominate directors, which contains biographical and other information
required by the By-Laws of the Issuer, is attached hereto as Exhibit 6.
As set forth in the Partnership's nomination letter, because the
director qualification requirement added to the Issuer's By-Laws was not
filed as an exhibit to the Issuer's Form 10-QSB for the quarter ended
December 31, 1996, nor has, to the best of the Partnership's knowledge,
any other public disclosure of such requirement been made, the Partnership
has informed the Issuer in the nomination letter that the Partnership
expects (without commenting on the validity of the qualification
requirement or the satisfaction of such qualification by either Mr. Riley
or Mr. Lucas) that the application of such requirement to directors
elected at the Issuer's 1997 annual meeting will be waived for their
entire terms. To date, the Issuer has not responded to the Partnership's
nomination letter.
Background information regarding the Partnership's nominees is set
forth below:
Wallace D. Riley, 69, has been a practicing attorney for more than
forty years and is the founder and Chief Executive Officer of Riley and
Roumell, P.C., a general practice law firm in Detroit, Michigan. Mr.
Riley has served as President of both the American Bar Association and the
State Bar of Michigan, and has served on the boards of both organizations
and in numerous other leadership roles for these and certain related
organizations. He was also a member of the Board of State Canvassers for
the State of Michigan for 13 years (and its Chairman for seven of those
years) and has been a Special Assistant Attorney General for the State of
Michigan since 1969. Mr. Riley is currently a limited partner of the
Partnership. Mr. Riley served as a director of Great Lakes Bancorp, a
thrift institution headquartered in Ann Arbor, Michigan from 1992 until
its acquisition in February, 1995 by TCF Financial Corp. Mr. Riley
presently serves as a director of SJS Bancorp, Inc., a thrift institution
headquartered in St. Joseph, Michigan, and as a director of National
TechTeam, Inc., a computer services company headquartered in Detroit,
Michigan.
Robert C. Lucas, 53, has been a certified public accountant for many
years. Since 1995 he has been a Senior Associate in Multi-State Taxation
at BDO Seidman, LLP. From 1993 to 1995, he was a principal in R.A. Reeves
and Associates, a tax consulting firm. From 1986 to 1993, he was Manager
of Accounting Operations for First of America Bank Corporation (and, prior
to First of America's acquisition of Security Bancorp, Inc., of Security
Bancorp, Inc.). Prior to 1986, Mr. Lucas served in a variety of
capacities for Bloomfield Savings and Loan Association, including as
Senior Vice President, Chief Financial Officer, Secretary and Director.
Mr. Lucas currently serves as a director of SJS Bancorp, Inc., a thrift
institution headquartered in St. Joseph, Michigan, as a director of SJS
Federal Savings Bank and as a director of Lake Shore Optimist Fund.
On April 22, 1997, the Partnership also made demand upon the Issuer
to inspect and copy the stock records, including a current stockholder
list of names and addresses, of the Issuer, in accordance with applicable
provisions of Delaware law. A copy of that letter is attached hereto as
Exhibit 7.
The Group's purpose in seeking representatives on the Board of
Directors is primarily to attempt to influence the Board of Directors to
consider all possible strategic alternatives available to the Issuer in
order to increase the market price of the Common Stock. One way of
achieving this goal is to seek out another financial institution and
attempt to implement a business combination. The Group is interested in
influencing the Issuer's Board of Directors to explore seriously, in
consultation with independent financial advisors, this and other possible
means of improving the market price of the Common Stock, to the extent
such options may not have already been fully explored. To the extent such
influence may be deemed to constitute a "control purpose" with respect to
the Securities Exchange Act of 1934, as amended, and the regulations
thereunder, the Group has such a purpose.
The above-stated purpose to control is unrelated to the Office of
Thrift Supervision ("OTS") regulations. Specifically, the Group is aware
that regulations promulgated by the OTS contain separate standards with
regard to acquisition of "control" of a federally chartered savings
institution, such as the Issuer's subsidiary bank. Those regulations
require OTS approval for acquisition of control under certain conditions.
Some of the provisions are based in part on numerical criteria. One of
the provisions creates a rebuttable presumption of control where a person
acquires more than 10 percent of the voting stock of a savings association
and other conditions are met. Another provision creates a rebuttable
presumption of control where a person acquires proxies to elect one-third
or more of the savings association's board of directors and other
conditions are met. The Group has no present plans to cross these
numerical thresholds.
The Group intends to continue to evaluate the Issuer and its business
prospects and intends to consult with management of the Issuer, other
holders 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 Richard J. Nelson to Donald P. Weinzapfel,
dated April 11, 1997*
4 Letter from Richard J. Nelson to Donald P. Weinzapfel,
dated April 15, 1997*
5 Letter from Donald P. Weinzapfel to Richard J. Nelson,
dated April 15, 1997*
6 Letter from LaSalle/Kross Partners, L.P. to Carl E. Root,
dated April 21, 1997.
7 Letter from LaSalle/Kross Partners, L.P. to Carl E. Root,
dated April 21, 1997.
*Previously filed with the Securities and Exchange Commission as exhibits
to 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, as amended, is
true, complete and correct.
Date: April 25, 1997
LaSALLE/KROSS 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
<PAGE>
EXHIBIT 6
LASALLE/KROSS PARTNERS, L.P.
Suite 500
350 E. Michigan Avenue
Kalamazoo, Michigan 49007
Telephone (616) 344-4993
April 21, 1997
Mr. Carl E. Root
Vice President and Secretary
Permanent Bancorp, Inc.
101 Southeast Third Street
Evansville, Indiana 47708
Re: Notice of Intent to Nominate Two Directors
Dear Mr. Root:
This letter constitutes a notice of intent by LaSalle/Kross Partners,
L.P. (the "Partnership"), to nominate two persons for election as
directors of Permanent Bancorp, Inc. (the "Corporation") at the 1997
Annual Meeting of Stockholders of the Corporation. We understand that
such Annual Meeting is scheduled to be held on July 22, 1997. This notice
is being provided to you, as Secretary of the Corporation, pursuant to
Article I, Section 6(c) of the Corporation's By-Laws. The Partnership
owns of record 2,000 shares of the Corporation's common stock, par value
$.01 per share (the "Common Stock"). The Partnership also beneficially
owns an additional 119,200 shares of the Common Stock, which shares are
held in a brokerage account at Bear, Stearns & Co.
The Partnership hereby notifies the Corporation pursuant to Article
I, Section 6(c) of the Corporation's By-Laws that the Partnership intends
to nominate Wallace D. Riley and Robert C. Lucas for election to the Board
of Directors of the Corporation at the 1997 Annual Meeting of Stockholders
of the Corporation. As required by Article I, Section 6(c), also enclosed
is the written consent of each proposed nominee to be named in the
Partnership's proxy statement and to serve as a director of the
Corporation if elected.
Set forth below is certain information, including that required by
Article I, Section 6(c), of the Corporation's Bylaws. The information set
forth below responds fully to all of the requirements of Article I,
Section 6(c). In certain instances in which a disclosure item is not
applicable or no disclosure is required to be made pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended, no response has
been provided below.
(i) As to each proposed nominee:
A. Name, Age, Business Address and Residence Address
Name Age Business Residence
Address Address
Wallace D. Riley 69 7th Floor, Ford Building 86 Lothrop Road
Detroit, MI 48226 Grosse Pointe Farms,
MI 48236
Robert C. Lucas 53 735 W. Big Beaver Road 401 Lincoln Road
Suite 1900 Grosse Pointe,
Troy, MI 48084 MI 48230
B. Principal Occupation or Employment
Mr. Riley: Wallace D. Riley has been a practicing attorney for more
than forty years and is the founder and Chief Executive
Officer of Riley and Roumell, P.C., a general practice law
firm in Detroit, Michigan. Mr. Riley has served as
President of both the American Bar Association and the
State Bar of Michigan, and has served on the boards of both
organizations and in numerous other leadership roles for
these and certain related organizations. He was also a
member of the Board of State Canvassers for the State of
Michigan for 13 years (and its Chairman for seven of those
years) and has been a Special Assistant Attorney General
for the State of Michigan since 1969. Mr. Riley served as
a director of Great Lakes Bancorp, a thrift institution
headquartered in Ann Arbor, Michigan from 1992 until its
acquisition in February, 1995 by TCF Financial Corp. Mr.
Riley presently serves as a director of SJS Bancorp, Inc.,
a thrift institution headquartered in St. Joseph, Michigan,
and as a director of National TechTeam, Inc., a computer
services company headquartered in Detroit, Michigan.
Mr. Lucas: Robert C. Lucas has been a certified public accountant for
many years. Since 1995 he has been a Senior Associate in
Multi-State Taxation at BDO Seidman, LLP. From 1993 to
1995, he was a principal in R.A. Reeves and Associates, a
tax consulting firm. From 1986 to 1993, he was Manager of
Accounting Operations for First of America Bank Corporation
(and, prior to First of America's acquisition of Security
Bancorp, Inc., of Security Bancorp, Inc.) Prior to 1986,
Mr. Lucas served in a variety of capacities for Bloomfield
Savings and Loan Association, including as Senior Vice
President, Chief Financial Officer, Secretary and Director.
Mr. Lucas currently serves as a director of SJS Bancorp,
Inc., a thrift institution headquartered in St. Joseph,
Michigan, as a director of SJS Federal Savings Bank and as
a director of Lake Shore Optimist Fund.
C. Shares Owned Either Beneficially or Of Record.
Name of Nominee Class Amount
Wallace D. Riley Common Stock None
Robert C. Lucas Common Stock None
D. Interest of Certain Persons in Matters to be Acted Upon
Except as otherwise set forth herein, neither Mr. Riley nor Mr. Lucas is
or was, within the past year, a party to any contract, arrangement or
understanding with any person with respect to any securities of the
Corporation, 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.
Except as otherwise set forth herein, neither Mr. Riley nor Mr. Lucas, nor
any of their associates, has any arrangement or understanding with any
person with respect to any future employment with the Corporation or its
affiliates or with respect to any future transactions to which the
Corporation or any of its affiliates will or may be a party.
E. Other information relating to such person that is required to be
disclosed in a solicitation of proxies for the election of directors, or
is otherwise required, pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended.
Directorships of Other Publicly Owned Companies
Except as described in this paragraph, neither Mr. Riley nor Mr. Lucas is
presently serving as a director of any corporation, partnership or other
entity that has a class of equity securities registered under the
Securities Exchange Act of 1934, as amended, or subject to the
requirements of 15(d) of the such Act or any company registered as an
investment company under the Investment Company Act of 1940. Mr. Riley
has served as a director of SJS Bancorp, Inc., which has its principal
executive offices in St. Joseph, Michigan, since 1995 and serves as a
director of National TechTeam, Inc., a computer services company
headquartered in Detroit, Michigan. Mr. Lucas serves as a director of SJS
Bancorp, Inc., SJS Federal Savings Bank, and Lake Shore Optimist Fund.
Material Proceedings Adverse to the Corporation
To the Partnership's best knowledge, and based on information provided by
each nominee, there are no material proceedings to which either Mr. Riley
or Mr. Lucas, or any associate of either of them, is a party adverse to
the Corporation or any of its subsidiaries, and neither of them nor any
associate of either of them has a material interest adverse to the
Corporation or any of its subsidiaries.
Positions or Offices with the Corporation
Wallace D. Riley . . . . None
Robert C. Lucas. . . . . None
Arrangements or Understandings with Other Persons:
Mr. Riley and Mr. Lucas have an understanding with the Partnership
pursuant to which the Partnership has requested them to serve as its
representatives on the Board of Directors of the Corporation, and they
have agreed to do so, without compensation from the Partnership of any
sort whatsoever. The Partnership has agreed to reimburse them for any
out-of-pocket expenses that either one of them incurs in connection with
the Partnership's intended solicitation of proxies for use at the 1997
Annual Meeting of Stockholders of the Corporation, but has no other
arrangements or understandings with either such proposed nominee. To the
Partnership's knowledge, neither Mr. Riley nor Mr. Lucas has any
arrangement or understanding with any other person pursuant to which he
was or is to be selected as a director or nominee for election as a
director of the Corporation.
Absence of any Family Relationships
Neither Mr. Riley nor Mr. Lucas has any family relationship with any
director or officer of the Corporation. There is no family relationship
between Mr. Riley and Mr. Lucas or between Mr. Riley or Mr. Lucas and any
partner of the Partnership or any person who controls any partner of the
Partnership.
Absence of Involvement in Certain Legal Proceedings
To the best knowledge of the Partnership, and based on information
provided by each nominee:
(i) Since January 1, 1991 no petition under the Federal bankruptcy
laws or any state insolvency law has been filed by or against Mr. Riley or
Mr. Lucas, and no receiver, fiscal agent or similar officer has been
appointed by a court for business or property of Mr. Riley or Mr. Lucas.
In addition, since January 1, 1990 no petition under the Federal
bankruptcy laws or any state insolvency law has been filed by or against,
and no receiver, fiscal agent or similar officer has been appointed by a
court for business or property of, any partnership in which either of them
is or was a general partner, or any corporation or business association of
either of them is or was an executive officer.
(ii) Neither Mr. Riley nor Mr. Lucas has been convicted in a criminal
proceeding nor has either of them been named as the subject of any pending
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(iii) Since January 1, 1991, neither Mr. Riley nor Mr. Lucas has
been the subject of any court order, judgment or decree, not suspended,
reversed or vacated, permanently or temporarily enjoining (or otherwise
limiting) either of them from (A) acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator,
floor broker, leverage transaction merchant, any other person regulated by
the Commodity Futures Trading Commission or any associated person of any
of the foregoing, or as an investment advisor, underwriter, broker or
dealer in securities, or an affiliated person, director or employee of any
investment company, bank, savings and loan association or insurance
company, or from engaging in or continuing any conduct or practice in
connection with any such activity, (B) engaging in any type of business
practice, or (C) engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any violation
of federal or state securities laws or federal commodities laws.
(iv) Since January 1, 1991, neither Mr. Riley nor Mr. Lucas has been
the subject of any order, judgment or decree not subsequently reversed,
suspended or vacated, of a federal or state authority barring, suspending
or otherwise limiting for more than 60 days their right to be engaged in
any activity described in clause (iii) above, or to be associated with
persons engaged in any such activity.
(v) Since January 1, 1991, neither Mr. Riley nor Mr. Lucas has been
found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission ("SEC") to have violated any federal or
state securities law, or by a court of competent jurisdiction in a civil
action or by the Commodities Futures Trading Commission ("CFTC") to have
violated any federal commodities law, wherein the judgment in such civil
action or finding by the SEC or the CFTC has not been subsequently
reversed, suspended or vacated.
Absence of Certain Transactions
To the best knowledge of the Partnership, and based on information
provided by each nominee:
(i) Since April 1, 1996, neither Mr. Riley nor any member of his
immediate family has had any material interest in any transaction or any
series of similar transactions to which the Corporation or any of its
subsidiaries was a party, and neither Mr. Riley nor any member of his
immediate family has any material interest in any currently proposed
transaction, or series of similar transactions to which the Corporation or
any of its subsidiaries is a party.
(ii) Since April 1, 1996, neither Mr. Lucas nor any member of his
immediate family has had any material interest in any transaction or any
series of similar transactions to which the Corporation or any of its
subsidiaries was a party, and neither Mr. Lucas nor any member of his
immediate family has any material interest in any currently proposed
transaction, or series of similar transactions to which the Corporation or
any of its subsidiaries is a party.
(iii) Since April 1, 1996, neither Mr. Riley nor Mr. Lucas has had
any relationship of the nature described in Item 404(b) of Regulation S-K,
promulgated by the SEC under the Securities Exchange Act of 1934, as
amended. Specifically, since April 1, 1996, neither Mr. Riley nor Mr.
Lucas has been an officer, director, partner or employee of, or has either
one of them owned (directly or indirectly) more than 10% of the equity
interest in, any of the following types of organizations:
(A) Any organization that has made or proposes to make payments
to the Corporation or any of its subsidiaries for property
or services;
(B) Any organization to which the Corporation or any of its
subsidiaries was indebted;
(C) Any organization to which the Corporation or any of its
subsidiaries has made or proposes to make payments for
property or services; or
(D) Any organization that provided legal services or investment
banking services to the Corporation or any of its
subsidiaries.
(iv) Since April 1, 1996, neither Mr. Riley nor Mr. Lucas, nor any
member of their respective immediate families or any firm, corporation or
organization of which either of them is an executive officer or director
or the beneficial owner of 10% or more of any class of equity securities,
nor any trust or other estate in which either of them has a substantial
beneficial interest or as to which either of them serves as a trustee or
in a similar capacity, was indebted to the Corporation or any of its
subsidiaries in excess of $60,000 at any time.
Section 16 Compliance
Neither Mr. Riley nor Mr. Lucas is required to file reports under Section
16 of the Securities Exchange Act of 1934, as amended, with respect to the
Common Stock of the Corporation.
(ii) As to the Partnership:
(A) The name and record address of the Partnership is:
LaSalle/Kross Partners, Limited Partnership
350 East Michigan, Suite 500
Kalamazoo, Michigan 49007
(B) As indicated in a Schedule 13D, dated April 18, 1997 and filed
with the Securities and Exchange Commission, the Partnership is the
beneficial owner of 121,200 shares of Common Stock, par value $0.01 per
share, of the Corporation.
We understand that the Corporation adopted a director qualification
requirement on January 21, 1997. Since such amendment to the
Corporation's By-Laws was not filed as an exhibit to the Corporation's
Form 10-QSB for the quarter ended December 31, 1996 as required by Item
601(b)(3) of Regulation S-K nor has any other public disclosure of such
requirement been made, we expect (without commenting on the validity of
the qualification requirement or the satisfaction of such qualification by
either Mr. Riley or Mr. Lucas) that the application of such requirement to
directors elected at the Corporation's 1997 annual meeting will be waived
for their entire terms. If we do not hear from you to the contrary within
five business days of the date hereof, we will proceed as though the
notice of the nominations of Messrs. Riley and Lucas is in compliance with
the Corporation's By-Laws and that such individuals will be eligible to be
formally nominated for election and to serve as directors of the
Corporation if elected.
Very truly yours,
LASALLE/KROSS PARTNERS, L.P.
By: Kross Financial, Inc.
By: /s/ Peter T. Kross
Peter T. Kross, President
<PAGE>
CONSENT OF PROPOSED NOMINEE
I, Wallace D. Riley, hereby consent to be named in the proxy
statement of LaSalle/Kross Partners, L.P., to be used in connection with
its solicitation of proxies from the shareholders of Permanent Bancorp,
Inc., for use in voting at the 1997 Annual Meeting of Stockholders of
Permanent Bancorp, Inc., and I hereby consent and agree to serve a
director of Permanent Bancorp, Inc., if elected at such Annual Meeting.
/s/ Wallace D. Riley
Wallace D. Riley
Dated: April 21, 1997
<PAGE>
CONSENT OF PROPOSED NOMINEE
I, Robert C. Lucas, hereby consent to be named in the proxy statement
of LaSalle/Kross Partners, L.P., to be used in connection with its
solicitation of proxies from the shareholders of Permanent Bancorp, Inc.,
for use in voting at the 1997 Annual Meeting of Stockholders of Permanent
Bancorp, Inc., and I hereby consent and agree to serve a director of
Permanent Bancorp, Inc., if elected at such Annual Meeting.
/s/ Robert C. Lucas
Robert C. Lucas
Dated: April 21, 1997
<PAGE>
EXHIBIT 7
LASALLE/KROSS PARTNERS, L.P.
Suite 500
350 E. Michigan Avenue
Kalamazoo, Michigan 49007
Telephone (616) 344-4993
April 21, 1997
Mr. Carl E. Root
Vice President and Secretary
Permanent Bancorp, Inc.
101 Southeast Third Street
Evansville, Indiana 47708
Re: Demand For Stock Ledger and Stockholder List
Dear Mr. Root:
Pursuant to the applicable provisions of the Delaware General
Corporation Law, LaSalle/Kross Partners, Limited Partnership (the
"Partnership"), hereby demands an opportunity to inspect during normal
business hours the stock ledger and current list of the stockholders
(setting forth 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) of Permanent Bancorp, Inc. (the "Corporation"), and
an opportunity to make copies of or extracts from such documents. The
Partnership hereby certifies to the Corporation that it is the record
owner of 2,000 shares of common stock of the Corporation, as evidenced by
the enclosed copy of stock certificate #P4614.
In connection with the foregoing demand, the Partnership further
demands the opportunity to inspect and copy the following:
1. All daily stock transfer sheets showing changes in the
stockholder list referred to in the preceding paragraph which are in or
come into the possession of the Corporation or the transfer agent(s) for
the common stock of the Corporation beginning the day following the date
of such list;
2. All information in the Corporation's possession and/or subject
to its direction or control and/or which can be obtained from nominees of
any central depository system relating to the breakdown of all brokerage
and financial institutions holding shares for their customers in street
name and a breakdown of holdings which appear on the corporate stock
ledger under the names of any central depository system (e.g., Cede &
Co.);
3. A list of the names, addresses and securities positions of
non-objecting beneficial owners and acquiescing beneficial owners obtained
by the Corporation from brokers and dealers pursuant to the applicable
rules promulgated under the Securities Exchange Act of 1934, as amended.
If such list is not available as of a recent date, such list should be
requested.
4. A list of the names and addresses of employee participants in
any stock ownership plan of the Corporation as of the date of the
stockholder list.
The Partnership further demands that modifications of, additions to
or deletions from, any and all information referenced above subsequent to
the date of the stockholder list referred to above be furnished to the
Partnership as and when the same becomes available to the Corporation or
its agents or representatives. In the event any or all of the information
encompassed by this demand is available in the form of computer tape or
other medium suitable for use by computer or word processor, the
Partnership demands inspection and copying of such computer tape or other
medium as well as any program, software, manual or other instructions
necessary for the practical use of such information.
Foley & Lardner, which is acting as counsel to the Partnership, or
its designated agents, are authorized to make the above-referenced
inspection and receive copies on behalf of the Partnership pursuant to the
Power of Attorney attached hereto.
The Partnership will bear the reasonable costs incurred by the
Corporation (including those of its transfer agent(s)) in connection with
the production of the information which demand is made herein.
The purposes for requesting such inspection and copying are to
communicate with stockholders regarding the earnings and growth strategies
of the Corporation to maximize stockholder value (including, without
limitation, the pursuit of a possible business combination) and to
facilitate the Partnership's solicitation of proxies in connection with
its notice to nominate Messrs. Riley and Lucas for election to the
Corporation's Board of Directors at the 1997 Annual Meeting of
Stockholders.
Under applicable Delaware law, the Corporation is required to respond
to this request within five (5) business days after receiving this letter.
Please advise our counsel, Phillip M. Goldberg of Foley & Lardner, One IBM
Plaza, 330 N. Wabash Avenue, Chicago, Illinois 60611-3608 (telephone
number: 312-755-1900) as to when the items sought will be made available,
and in what form.
Very truly yours,
LASALLE/KROSS PARTNERS, L.P.
By: Kross Financial, Inc.
By: /s/ Peter T. Kross
Peter T. Kross, President
STATE OF MICHIGAN )
COUNTY OF WAYNE )
)
Peter T. Kross, having been first duly sworn according to law, did
depose and say that he is the President of Kross Financial, Inc., a
General Partner of LaSalle/Kross Partners, L.P. (the "Partnership"), that
he is authorized on behalf of the Partnership to execute the foregoing
Demand for Stock Ledger and Stockholder List and to make the demands,
designations, authorizations and representations contained therein, and
that the matters contained in the foregoing Demand for Stock Ledger and
Stockholder List are true and correct.
SWORN AND SUBSCRIBED before me this 21st day of April, 1997.
/s/ Claire Martin
Notary Public
My Commission Expires: 2/27/00
<PAGE>
POWER OF ATTORNEY
STATE OF MICHIGAN )
COUNTY OF WAYNE ) ss:
)
I, Peter T. Kross, having full authority to do so on behalf of
LaSalle/Kross Partners, L.P., do hereby make, constitute and appoint the
law firm of Foley & Lardner, or any of its designated agents, to act on
its behalf, to inspect and receive copies of the stockholder records of
Permanent Bancorp, Inc. requested in the accompanying demand.
LASALLE/KROSS PARTNERS, L.P
By: Kross Financial, Inc.
By: /s/ Peter T. Kross
Peter T. Kross,
President
Sworn to and subscribed before me
this 21st day of April, 1997.
/s/ Claire Martin
Notary Public
My Commission Expires: 2/27/00
