UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
May 28, 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. 7114197100
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>
This Amendment No. 3 to Schedule 13D is filed jointly by
LaSalle/Kross Partners, Limited Partnership (the "Partnership"), Richard
J. Nelson, and Peter T. Kross (the "Group"), and relates to the common
stock, $.01 par value (the "Common Stock"), of Permanent Bancorp, Inc.
(the "Issuer"). This Amendment No. 3 amends the Schedule 13D initially
filed by the Group on April 21, 1997, as amended by Amendment No. 1
thereto filed on April 25, 1997 and by Amendment No. 2 thereto filed on
May 19, 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 Kross Financial, Inc., a
Michigan corporation owned by Peter T. Kross. The executive officers and
directors of LaSalle Capital Management, Inc., are Mr. Nelson, who serves
as President and a director, and his wife Florence Nelson, who serves as
Secretary, Treasurer and a director. Mr. Nelson is self-employed as a
banking consultant, and his business address is 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 Kross 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.
(d)-(e) During the past five years, none of the Partnership, the
General Partners, Mr. Nelson, Mrs. Nelson or Mr. Kross has been convicted
in a criminal proceeding (excluding traffic violations).
On December 9, 1996, Standard Financial, Inc. filed a civil lawsuit
(case No. 96-C-8037) in the United States District Court for the Northern
District of Illinois (the "Court") naming as defendants the Partnership,
the General Partners, Mr. Kross and Mr. Nelson (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 Group amend its
Schedule 13D with respect to Standard Financial to reflect the Group's
"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, Mrs. Nelson has not 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, and Mr. Kross are citizens of the
United States.
Item 3. Source and Amount of Funds or Other Consideration
The amount of funds expended to date by the Partnership to acquire
its shares as reported herein is $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 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.
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 Issuer has provided the Partnership with access to the
stockholder list.
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 recommending that the Issuer consider
Mr. Hollander for inclusion in management's slate of directors for the
Issuer's 1997 annual meeting, the Group did not withdraw its notice of
intention to nominate Messrs. Riley and Lucas. Such action may be
considered in light of future developments.
By letter dated May 23, 1997, sent by regular United States mail, the
Issuer replied to Mr. Nelson's letter of May 19. A copy of that letter is
attached as Exhibit 10. The Issuer requested information regarding the
policies and procedures of Mr. Hollander's employer with regard to
directorships held by its executives. 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. Mr. Hollander is no longer a member of the Group.
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. Mr. Johnston is a partner in Equity+,
an investment and financial services firm. He is 55 years old. Prior to
forming Equity+ in January of 1997, Mr. Johnston was a commercial lending
officer for Fidelity Capital Corp. for one year. 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.
His last position with Bank One was Senior Vice President and Regional
Manager. 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. Mr. Johnston does not beneficially own any shares of
Common Stock.
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.
(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
2/24/97 5,000 $22.375
3/25/97 7,000 $21.00
4/11/97 12,500 $21.625
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.
*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 4, 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
CUSIP No. 714197100
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 4, 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
CUSIP No. 714197100
EXHIBIT 10
Permanent Bancorp, Inc., Holding Company for Permanent Federal Savings
Bank
May 23, 1997
Mr. Ronald G. Hollander
4344 Church Rd.
Evansville, IN 47720
Dear Mr. Hollander:
We are in receipt of the letter dated May 19, 1997, from
LaSalle/Kross Partners, L.P. (the "Partnership"), in which the Partnership
proposed you for consideration as a board nominee at the 1997 annual
meeting. To assist the board in its consideration of your nomination, it
would be helpful to know whether your firm, J.J.B. Hilliard, W.L. Lyons,
Inc. which is a market maker for Permanent's stock, has any policies or
procedures respecting its senior executives (such as yourself) who serve
or wish to serve on the board of directors of a company for whom it makes
a market.
We would appreciate receiving a copy of such policies or procedures
at your earliest convenience. We also may ask you for additional
information in the future. Thank you for your prompt response.
Very truly yours,
/s/ Donald P. Weinzapfel
Donald P. Weinzapfel
Chairman, President and
CEO
DPW/jp
cc: Richard J. Nelson, President
LaSalle Capital Management, Inc.
General Partner
101 Southeast Third Street P.O. Box 1227 Evansville, Indiana 47706-1227
812/428-6800
CUSIP No. 714197100
EXHIBIT 11
Ronald G. Hollander
4344 Church Road
Evansville, Indiana 47720-2416
May 28, 1997
Richard J. Nelson, President
LaSalle Capital Management, Inc.
Suite 500
350 E. Michigan Avenue
Kalamazoo, Michigan 49007
Dear Mr. Nelson:
Please be advised that I hereby withdraw my name for consideration as a
board nominee of Permanent Bancorp, Inc.
Very truly yours,
/s/ Ronald G. Hollander
Ronald G. Hollander
c: Donald P. Weinzapfel
CUSIP No. 714197100
EXHIBIT 12
LASALLE/KROSS PARTNERS, L.P.
Suite 500
350 E. Michigan Avenue
Kalamazoo, Michigan 49007
__________________
Telephone (616) 344-4993
June 4, 1997
VIA FACSIMILE
PRIVILEGED AND CONFIDENTIAL
Mr. Donald P. Weinzapfel
Chairman of the Board, President
and Chief Executive Officer
Permanent Bancorp, Inc.
101 Southeast Third Street
Evansville, Indiana 47708
Dear Mr. Weinzapfel:
Attached is biographical information for Terry G. Johnston. Mr.
Johnston is an individual LaSalle/Kross Partners, L.P. proposes for
consideration as a Board nominee for election as a director as part of
management's slate at the Permanent Bancorp, Inc. 1997 annual meeting. We
are confident that Mr. Johnston will be an acceptable candidate to
Permanent, given his extensive banking experience and Permanent's past
efforts to employ his services. We are proposing Mr. Johnston in addition
to, and not in lieu of, the other nominees the Board may be considering.
The attached information does not constitute notice of a stockholder
nomination pursuant to Article I, Section 6 of the By-Laws. LaSalle/Kross
Partners is not withdrawing its earlier notice of intent to nominate Mr.
Wallace D. Riley and Mr. Robert C. Lucas as directors. Such action may be
considered in light of future developments.
We look forward to hearing from you by the close of business on June
9, 1997.
Sincerely,
LASALLE/KROSS PARTNERS, L.P.
/s/ Richard J. Nelson
Richard J. Nelson, President
LaSalle Capital Management, Inc.,
General Partner
Enclosure
<PAGE>
Biography of Terry G. Johnston
Terry G. Johnston, 55, 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 Capital Corp. for
one year. 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. His last position with Bank One was Senior Vice
President and Regional Manager. 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.
