UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
June 13, 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
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
LaSalle/Kross 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 142,900 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
142,900 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
142,900 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.7%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 714197100
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 142,900 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
142,900 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
142,900 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.7%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 714197100
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 142,900 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
142,900 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
142,900 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.7%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 714197100
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Terry G. Johnston
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 Amendment No. 4 to Schedule 13D is filed jointly by
LaSalle/Kross Partners, Limited Partnership (the "Partnership"), Richard
J. Nelson, Peter T. Kross, and Terry G. Johnston (the "Group"), and
relates to the common stock, $.01 par value (the "Common Stock"), of
Permanent Bancorp, Inc. (the "Issuer"). This Amendment No. 4 amends the
Schedule 13D initially filed on April 21, 1997, as amended by Amendment
No. 1 thereto filed on April 25, 1997, by Amendment No. 2 thereto filed on
May 19, 1997, and by Amendment No. 3 thereto filed on June 4, 1997. The
amended joint filing agreement of the members of the Group is attached as
Exhibit 1. The following items in the Schedule 13D are amended to read in
their entirety as follows:
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 350 East Michigan, Suite 500, 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. Talman Financial, Inc. was
formerly known as Kross Financial, Inc.; its name was changed effective
June 6, 1997. 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 350 East Michigan, Suite 500, 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 securities broker and is
employed as a Senior Vice President of EVEREN Securities, Inc. Mr.
Kross's residence address is 248 Grosse Pointe Boulevard, Grosse Pointe
Farms, Michigan 48236.
Terry G. Johnston is a partner in Equity+, an investment and
financial services firm. Mr. Johnston's business address is P.O. Box 368,
Newburgh, Indiana 47629 and his residence address is 6699 West Lake Road,
Newburgh, Indiana 47630.
(d)-(e) During the past five years, none of the Partnership, the
General Partners, Mr. Nelson, Mrs. Nelson, Mr. Kross or Mr. Johnston 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 (collectively, the
"defendants"). The lawsuit requested injunctive relief and claimed that
the defendants had made a false and misleading Schedule 13D filing with
respect to beneficial ownership of Standard Financial, Inc.'s common
stock. On February 11, 1997, the Court entered a Memorandum Opinion and
Order granting in part and denying in part Standard Financial's request
for injunctive relief. On March 19, 1997, the Court modified that order.
The Court ordered, among other things, that (1) the defendants amend their
Schedule 13D with respect to Standard Financial to reflect their "purpose
to acquire control over and influence the policies of Standard by electing
the Partnership's own nominees to Standard's board of directors"; (2)
"Defendants are temporarily enjoined from purchasing or selling any
shares, in their individual capacities or on behalf of the Section 13(d)
group, but not in a licensed or registered capacity, or otherwise seeking
control of Standard until seven days after they have filed [an] amended
Schedule 13D" in compliance with the Court's order; and (3) "Defendants
are temporarily enjoined from violating Section 13(d) and ordered to amend
Schedule 13D with regard to Standard from time to time as necessary to
comply with federal law." Thereafter, the defendants promptly complied
with the Court's order and filed an amended Schedule 13D.
During the past five years, neither Mrs. Nelson nor Mr. Johnston has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in such person 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, Mr. Kross, and Mr. Johnston 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 $2,713,832. 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 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 (as it was then constituted)
disclosed its holdings as of that date 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 had
not previously 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 proposed were 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. The Partnership requested that the
Issuer waive the residency qualification requirement for directors, given
the timing of the By-Law amendment.
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.
By letter dated April 28, 1997, the Issuer responded to the
Partnership's notice of intent to nominate directors. The Issuer stated
that it would not waive the geographic qualification requirement for
directors added to the Issuer's By-Laws in January, 1997. The Issuer
stated that the Issuer's Board of Directors had extended the deadline for
the nomination of directors by stockholders for the 1997 annual meeting to
June 17, 1997. A copy of that letter is attached as Exhibit 8.
On April 30, 1997, the Issuer filed a Form 8-K with the Securities
and Exchange Commission disclosing its By-Law amendment adding the
qualification requirement described above. The Form 8-K also disclosed
that the Board of Directors of the Issuer had extended the deadline for
shareholder nominations to the Board of Directors from April 25, 1997 to
June 17, 1997.
By letter dated May 19, 1997, Ronald G. Hollander was proposed for
consideration by the Issuer as a management nominee. A copy of that
letter is attached as Exhibit 9. By letter dated May 23, 1997, sent by
regular United States mail, the Issuer replied to Mr. Nelson's letter of
May 19, 1997. A copy of that letter is attached as Exhibit 10. By letter
dated May 28, 1997, Mr. Hollander advised the Group of his withdrawal from
consideration as a board nominee of the Group. A copy of that letter is
attached as Exhibit 11.
By letter dated June 4, 1997, Terry G. Johnston was proposed for
consideration by the Issuer as a management nominee. A copy of that
letter is attached as Exhibit 12. In a telephone conversation on June 9,
1997, between Richard Nelson and Donald Weinzapfel, President of the
Issuer, Mr. Weinzapfel informed Mr. Nelson that consideration by the
Issuer's Board of Directors of Mr. Johnston as a management nominee would
be delayed until the next meeting of the Board of Directors, on June 18,
1997.
By letter dated June 11, 1997, the Partnership informed the Issuer
that it had only partially responded to the Partnership's request to
review and copy the Issuer's stockholder list. The Partnership reiterated
its demand for certain items. A copy of that letter is attached hereto as
Exhibit 13.
On June 13, 1997, the Partnership sent to the Issuer a notice of
intention to nominate Terry G. Johnston as a director 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 letter containing the
notice of intent to nominate also withdrew the notice of intent to
nominate Wallace D. Riley and Robert C. Lucas, made on April 22, 1997. A
copy of such notice of intent to nominate Mr. Johnston, which contains
biographical and other information required by the By-Laws of the Issuer,
is attached hereto as Exhibit 14.
The Group's purpose in seeking representation on the Issuer's 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 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 142,900 shares of the Common Stock that the
Partnership owns, constituting approximately 6.7% of the issued and
outstanding shares of the Common Stock, based on the number of outstanding
shares reported on the Issuer's Quarterly Report on Form 10-Q for the
period ended December 31, 1996. 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.
Mr. Johnston explicitly disclaims beneficial ownership of the shares
of the Common Stock beneficially owned by the Partnership, Mr. Nelson, and
Mr. Kross. Mr. Johnston does not beneficially own any other shares of the
Common Stock.
(b) With respect to the shares described in (a) above, all decisions
regarding voting and disposition of the Partnership's 142,900 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 in the past 60 days, all of which were made
in open market purchases on the Nasdaq National Market System:
Date Number of Shares Cost Per Share
4/15/97 5,000 $22.00
5/2/97 16,000 $23.25
5/15/97 5,000 $23.625
5/16/97 700 $23.50
Item 7. Material to be Filed as Exhibits
No. Description
1 Amended 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.*
8 Letter from Carl E. Root to Peter T. Kross, dated April 28,
1997.*
9 Letter from Richard J. Nelson to Donald P. Weinzapfel,
dated May 19, 1997.*
10 Letter from Donald P. Weinzapfel to Ronald G. Hollander,
dated May 23, 1997.*
11 Letter from Ronald G. Hollander to Richard J. Nelson, dated
May 28, 1997.*
12 Letter from Richard J. Nelson to Donald P. Weinzapfel,
dated June 4, 1997.*
13 Letter from Peter T. Kross to Carl E. Root, dated June 11,
1997.
14 Letter from Richard J. Nelson to Donald P. Weinzapfel,
dated June 13, 1997.
*Previously filed with the Securities and Exchange Commission as exhibits
to the Schedule 13D, as amended.
<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: June 13, 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
/s/ Terry G. Johnston
Terry G. Johnston
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: June 13, 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
/s/ Terry G. Johnston
Terry G. Johnston
EXHIBIT 13
LASALLE/KROSS PARTNERS, L.P.
Suite 500
350 E. Michigan Avenue
Kalamazoo, Michigan 49007
__________________
Telephone (616) 344-4993
June 11, 1997
Mr. Carl E. Root
Vice President and Secretary
Permanent Bancorp, Inc.
101 Southeast Third Street
Evansville, IN 47708
Re: Demand for Stock Ledger and Stockholder List
Dear Mr. Root,
On behalf of LaSalle/Kross Partners, Limited Partnership (the
"Partnership"), this letter relates to the response of Permanent Bancorp,
Inc. (the "Corporation") to the Partnership's request, dated April 21,
1997, to review and copy the Corporation's stockholder list. Pursuant to
that request, the Corporation provided the Partnership with what appears
to be a stockholder's list as of April 29, 1997 as well as certain daily
transfer sheets. In addition, the Corporation supplied a list of
participants in its Employee Stock Ownership Plan.
The foregoing only partially responded to the Partnership's demand.
Pursuant to the applicable provisions of the Delaware General Corporation
Law, the Partnership reiterates its demand for the opportunity to inspect
and copy the following:
1. 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.); and
2. A list of 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 a list is not available as of a recent date, such list should be
requested.
Please advise our counsel, Phillip M. Goldberg of Foley & Lardner,
One IBM Plaza, 330 North Wabash Avenue, Chicago, Illinois 60611-3608
(telephone number: 312-755-1900) as to when the additional 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
EXHIBIT 14
LASALLE/KROSS PARTNERS, L.P.
Suite 500
350 E. Michigan Avenue
Kalamazoo, Michigan 49007
Telephone (616) 344-4993
June 13, 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 A Director
Dear Mr. Root:
This letter constitutes a notice of intent by LaSalle/Kross Partners,
L.P. (the "Partnership"), to nominate one person for election as a
director of Permanent Bancorp, Inc. (the "Corporation") at the 1997 Annual
Meeting of Stockholders of the Corporation, 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 140,900 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 Terry G. Johnston 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 the proposed nominee to be named in the Partnership's
proxy statement and to serve as a director of the Corporation if elected.
The Partnership withdraws its notice of intent to nominate Wallace D.
Riley and Robert C. Lucas, made on April 22, 1997.
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 the proposed nominee:
A. Name, Age, Business Address and Residence Address
Terry G. Johnston is 55 years old. His business address is P.O. Box 368,
Newburgh, Indiana 47629. His residence address is 6699 West Lake Road,
Newburgh, Indiana 47630.
B. Principal Occupation or Employment
Mr. Johnston is a partner in Equity+, an investment and financial services
firm. Prior to forming Equity+ in January of 1997, Mr. Johnston was a
commercial lending officer for Fidelity Federal Capital Corp. from
October, 1995 to December, 1996. From 1990 to 1995 he served as Senior
Vice President and Chief Lending Officer for Union Federal Savings Bank in
Evansville, Indiana. Mr. Johnston served in several capacities with Bank
One, Richmond, Indiana from 1977 to 1990.
C. Shares Owned Either Beneficially or Of Record.
Mr. Johnston may be deemed to beneficially own 142,900 shares of the
Common Stock beneficially owned by the Partnership. Mr. Johnston
expressly disclaims beneficial ownership of such shares. Mr. Johnston
owns no other shares of the Common Stock, either beneficially or of
record.
D. Interest of Certain Persons in Matters to be Acted Upon
Except as otherwise set forth herein, Mr. Johnston was not, 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, Mr. Johnston has no 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
Mr. Johnston is not 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.
Material Proceedings Adverse to the Corporation
To the Partnership's best knowledge, and based on information provided by
the nominee, there are no material proceedings to which Mr. Johnston or
any of his associates is a party adverse to the Corporation or any of its
subsidiaries, and neither Mr. Johnston nor any associate of Mr. Johnston
has a material interest adverse to the Corporation or any of its
subsidiaries.
Positions or Offices with the Corporation
Mr. Johnston holds no position or office with the Corporation.
Arrangements or Understandings with Other Persons
Mr. Johnston has an understanding with the Partnership pursuant to which
the Partnership has requested him to serve as its representative on the
Board of Directors of the Corporation, and he has agreed to do so, without
compensation from the Partnership of any sort whatsoever. The Partnership
has agreed to reimburse Mr. Johnston for any out-of-pocket expenses that
he 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 Mr.
Johnston. To the Partnership's knowledge, Mr. Johnston has no 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
Mr. Johnston has no family relationship with any director or officer of
the Corporation. There is no family relationship between Mr. Johnston 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 the 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. Johnston
and no receiver, fiscal agent or similar officer has been appointed by a
court for business or property of Mr. Johnston. In addition, since
January 1, 1991 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 Mr. Johnston is or was a general partner, or
any corporation or business association of which he is or was an executive
officer.
(ii) Mr. Johnston has not been convicted in a criminal proceeding nor
has he been named as the subject of any pending criminal proceeding
(excluding traffic violations or similar misdemeanors).
(iii) Since January 1, 1991, Mr. Johnston has not been the
subject of any court order, judgment or decree, not suspended, reversed or
vacated, permanently or temporarily enjoining (or otherwise limiting) him
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 ("CFTC") 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, Mr. Johnston has not 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 his 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, Mr. Johnston has not 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 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 the nominee:
(i) Since April 1, 1996, neither Mr. Johnston 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. Johnston 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, Mr. Johnston has not 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, Mr. Johnston has not been an officer,
director, partner or employee of, and has not 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.
(iii) Since April 1, 1996, neither Mr. Johnston nor any member of
his immediate family nor any firm, corporation or organization of which he
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
he has a substantial beneficial interest or as to which he 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
Mr. Johnston is not 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 an amended Schedule 13D, dated as of June 4,
1997 and filed with the Securities and Exchange Commission, the
Partnership is the beneficial owner of 142,900 shares of Common Stock, par
value $0.01 per share, of the Corporation.
Very truly yours,
LASALLE/KROSS PARTNERS, L.P.
By: LaSalle Capital Management, Inc.
By: /s/ Richard J. Nelson
Richard J. Nelson, President
<PAGE>
CONSENT OF PROPOSED NOMINEE
I, Terry G. Johnston, 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/ Terry G. Johnston
Terry G. Johnston
Dated: June 13, 1997
