UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
STANDARD FINANCIAL, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
853403103
(CUSIP Number)
Paul R. Rentenbach
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243-1668
(313) 568-6973
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 9, 1996
(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 [ ].
Check the following box if a fee is being paid with the statement [X].
<PAGE>
CUSIP No. 853403103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. 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
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
Delaware
7 Sole Voting Power
Number of 850,000 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 850,000 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
851,207 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
5.2%
14 Type Of Reporting Person*
PN
<PAGE>
CUSIP No. 853403103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. 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: PF
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 1,207 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 850,000 shares
Each
Reporting 9 Sole Dispositive Power
Person 1,207 shares
With
10 Shared Dispositive Power
850,000 shares
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
851,207 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
5.2%
14 Type Of Reporting Person*
IN
<PAGE>
CUSIP No. 853403103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. 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: N/A
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 850,000 shares
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
850,000 shares
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
850,000 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
5.2%
14 Type Of Reporting Person*
IN
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D is being 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, par value $0.01 per
share (the "Common Stock"), of Standard Financial, Inc. (the "Issuer"). The
address of the principal executive office of the Issuer is 4192 South Archer
Avenue, Chicago, Illinois 60632-1890. The joint filing agreement of the
members of the Group is filed herewith as Exhibit 1.
Item 2. Identity and Background.
LaSalle/Kross Partners, Limited Partnership (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 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 his residence address is 248
Grosse Pointe Boulevard, Grosse Pointe Farms, Michigan 48236. During the
past five years, none of the Partnership, Mr. Nelson, Mrs. Nelson or Mr.
Kross has (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
a result of which a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws was issued nor in which there was a finding of any
violation with respect to such laws. Mr. and 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 $13,339,517. 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. The Partnership has a
margin account with subsidiaries of The Bear Stearns Companies Inc. ("Bear
Stearns"), and has used the proceeds from loans made to it by Bear Stearns
to purchase a portion of the shares of Common Stock of the Issuer 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 account agreement with Bear Stearns is
attached hereto as Exhibit 2 and incorporated herein by reference.
<PAGE>
Mr. Nelson acquired 1,207 shares of Common Stock at a total cost of
$12,070 on or about August 1, 1994, at the time of the initial offering of
the Issuer's shares in connection with the conversion of its subsidiary,
Standard Federal Bank for savings, from the mutual to the stock form of
ownership. All such shares were acquired at the price of $10.00 per share,
and the source of funds for such purchase was Mr. Nelson's personal funds.
Mr. Kross does not beneficially own, directly or indirectly, any shares of
Common Stock other than the shares of Common Stock owned by the Partnership,
which he may be deemed to beneficially own by reason of his ownership and
control over one of the two general partners of the Partnership.
Item 4. Purpose of Transaction.
The primary purpose for the Group's purchase of shares of the Issuer
is for investment. The Partnership's stated purpose is to emphasize
investments in the stocks of selected thrifts, banks and savings banks which
the general partners believe to be undervalued or that they believe to
represent "special situation" investment opportunities. The Group intends to
continue to evaluate the Issuer and its business prospects and intends to
consult with management of the Issuer, other stockholders or other persons
regarding corporate governance matters relating to the 1997 Annual Meeting
of stockholders of the Issuer.
The Group may make further purchases of shares of Common Stock or
may dispose of any or all of its shares of Common Stock at any time. At
present, the Group has no specific plans or proposals which 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 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 of the Partnership, Mr. Nelson and Mr. Kross are each
deemed to beneficially own all of the 850,000 shares of Common Stock of the
Issuer that the Partnership owns, constituting approximately 5.2% of the
issued and outstanding shares of Common Stock, based on the number of
outstanding shares reported on the Issuer's Form 10-Q Quarterly Report for
the period ended June 30, 1996. Mr. Nelson also beneficially owns an
additional 1,207 shares of Common Stock (less than 0.1% of the issued and
outstanding shares of Common Stock), which he acquired personally in 1994.
Mr. Kross does not beneficially own any shares of 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 850,000
shares are made jointly by the principal executive officers of the two
general partners of the Partnership, and Mr. Nelson exercises sole voting
and dispositive powers over his 1,207 shares.
<PAGE>
(c) The only transactions in the Common Stock by the Group are
the following purchases of shares made by the Partnership during the past 60
days, all of which were made in open market purchases in the Nasdaq National
Market System:
Number Purchase
of Shares Date Price
--------- ---- -------
40,000 shs. 8/13/96 $16.25
20,000 shs. 9/6/96 $16.3125
8,000 shs. 9/10/96 $16.25
8,000 shs. 9/17/96 $16.375
25,000 shs. 9/18/96 $16.375
11,000 shs. 10/4/96 $16.687
15,000 shs. 10/7/96 $17.125
10,000 shs. 10/8/96 $17.0625
23,000 shs. 10/9/96 $17.10
11,500 shs. 10/10/96 $17.25
Neither Mr. Nelson nor Mr. Kross have had any transactions in the Common
Stock for their own accounts during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
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.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: October 15, 1996
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 INDEX
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.
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: October 15, 1996
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
PROFESSIONAL ACCOUNT AGREEMENT
BEAR STEARNS
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
(212) 272-2000
Title: LaSalle/Kross Partners, Limited Partnership
Account No. 10204824-26
This agreement ("Agreement") sets forth the terms and conditions under which
subsidiaries of The Bear Stearns Companies Inc. will open and maintain
account(s) in your name and otherwise transact business with you.
1. Parties. You hereby agree that the parties to this Agreement shall
consist of you, each and every subsidiary of The Bear Stearns Companies
listed on the signature page hereof and now existing or hereafter created,
at which you open an account or accounts or with which you otherwise
transact business (which shall automatically become a party hereto by virtue
thereof) each of which subsidiaries, listed or presently unlisted herein,
being referred to hereinafter as a "Bear Stearns entity" and all such
entities being collectively referred to as "Bear Stearns").
2. Applicable Law and Regulations. All transactions shall be subject
to all applicable law and the rules and regulations of all federal, state
and self-regulatory agencies, including, but not limited to, the Board of
Governors of the Federal Reserve System and the constitution, rules and
customs of the exchange or market (and clearing house) where executed.
3. Security Interest and Lien. As security of the payment and
performance of all of your obligations and liabilities to any Bear Stearns
entity, each Bear Stearns entity shall have a continuing security interest
in all property in which you have an interest held by or through any Bear
Stearns entity, including, but not limited to, securities, commodity futures
contracts, commercial paper, monies, any after-acquired property and all
rights you may have against any Bear Stearns entity. In addition, in order
to satisfy any such outstanding liabilities or obligations, Bear Stearns
may, at any time and without prior notice to you, use, apply or transfer any
of such securities or property interchangeably (including cash and fully-
paid securities).
4. Deposits on Transactions. Whenever Bear Stearns, in its sole
discretion, considers it necessary for its protection, it may require you,
and you hereby agree, to deposit cash or collateral immediately in your
account(s) prior to any applicable settlement date in order to assure due
performance of your open contractual commitments.
5. Breach, Bankruptcy or Default. Any breach of or default under this
Agreement or any other agreement you may have with any Bear Stearns entity,
or the filing of a petition or other proceeding in bankruptcy or insolvency
or for the appointment of a receiver by or against you, the levy of an
attachment against your accounts with Bear Stearns, or your death, mental
incompetence or dissolution, or any other grounds for insecurity (including
any indication of your refusal or inability to promptly meet a margin call
or other deposit requirement hereunder) as determined by Bear Stearns in its
sole discretion, shall constitute, at Bear Stearns' election, a default by
you under all agreements you may then have with Bear Stearns, whether
heretofore or hereafter entered into. In the event of default, each Bear
Stearns entity reserves the right to sell, without prior notice to you, any
and all property in which you have an interest held by or through any Bear
Stearns entity, to buy any or all property which may have been sold short,
to accelerate, cancel, liquidate, close out and net the settlement payments
and/or delivery obligations of any or all outstanding transactions
(including contracts and options for foreign currency, or any other
commodity) and/or to purchase or sell any other securities or property to
offset market risk, after which you shall be liable to Bear Stearns for any
remaining deficiency, loss, costs or expenses sustained by Bear Stearns in
connection therewith. Such purchases and/or sales may be effected publicly
or privately without notice or advertisement in such manner, in such order
and at such time as Bear Stearns may in its sole discretion determine. At
any such sale or purchase, Bear Stearns may purchase or sell the property
free of any right of redemption. In addition, Bear Stearns shall have the
right to set off, net, recoup or otherwise apply any amount owing from any
Bear Stearns entity to you against any indebtedness in any of your accounts,
whether matured or unmatured.
6. Fees and Charges. You understand that Bear Stearns may charge
commissions and other fees for execution, custody or any other service
furnished to you, and you agree to pay such commissions and fees at Bear
Stearns' then prevailing rates. You understand further that such fees may
be changed from time to time, upon thirty days' prior written notice to you,
and you agree to be bound thereby.
7. Transaction Reports and Account Statements. Reports of the
execution of orders and statements of account shall be conclusive if not
objected to in writing within five days in the case of reports of execution,
and ten days in the case of account statements, after such documents have
been transmitted to you by mail or otherwise.
8. Debit Balances/Truth-in-Lending. You hereby acknowledge receipt of
Bear Stearns' Truth-in-Lending disclosure statement. You understand that
interest will be charged on any debit balances in your accounts in
accordance with the methods described in such statement or in any amendment
thereof or revision thereto, which may be provided to you. Any debit
balance which is not paid at the close of an interest period will be added
to the opening balance for the next interest period.
9. Clearance Accounts. If any of your account(s) is carried by any
Bear Stearns entity as clearing agent for your broker, unless such Bear
Stearns entity receives from you prior to written notice to the contrary, it
may accept from such other broker, without any inquiry or investigation:
(a) orders for the purchase or sale of securities and other property in your
account(s) on margin or otherwise and (b) any other instructions concerning
your account(s) or the property therein. You understand and agree that Bear
Stearns shall have no responsibility or liability to you for any acts or
omissions of such broker, its officers, employees or agents. You agree that
your broker and its employees are third-party beneficiaries of this
Agreement and that the terms and conditions hereof, including the
arbitration provision, shall be applicable to all maters between or among
any of you, your broker and its employees and Bear Stearns and its
employees.
10. Costs of Collection. You hereby authorize Bear Stearns to charge
you for any reasonable direct or indirect costs of collection, including,
but not limited to, attorneys' fees, court costs and other expenses.
11. Impartial Lottery Allocation. You agree that, in the event Bear
Stearns holds on your behalf bonds or preferred stocks in street name or
bearer form which are callable in part, you will participate in the
impartial lottery allocation system of the called securities in accordance
with the rules of the New York Stock Exchange, Inc. or any other appropriate
self-regulatory organization. When any such all is favorable, no allocation
will be made to any account with respect to which Bear Stearns has actual
knowledge that its officers, directors or employees have any financial
interest until all other customers are satisfied on an impartial lottery
basis.
12. Waiver, Assignment and Notices. Neither Bear Stearns' failure to
insist at any time upon strict compliance with this Agreement or with any of
the terms hereof nor any continued course of such conduct on its part shall
constitute or be considered a waiver by Bear Stearns of any of its rights or
privileges hereunder. Any assignment of any of your rights or obligations
hereunder or interest in any property held by or through Bear Stearns
without obtaining the prior written consent of an authorized representative
of Bear Stearns shall be null and void. Bear Stearns reserves the right to
assign any of its rights or obligations hereunder to any Bear Stearns entity
without, prior notice to you. Notices or other communications will be
delivered or mailed to the address provided by you unless and until Bear
Stearns has received notice in writing from you of a different address.
Margin calls may be communicated orally and need not be confirmed in
writing.
13. Free Credit Balances. You hereby authorize Bear Stearns to use any
free credit balance awaiting investment or reinvestment in any of your
accounts in accordance with all applicable rules and regulations and to pay
interest thereon at such rate or rates and under such conditions as are
established from time to time by Bear Stearns for such accounts and for the
amounts of case so used.
14. Restrictions on Account. You understand that Bear Stearns, in its
sole discretion, may restrict or prohibit trading of securities or other
property in any of your accounts.
15. Credit Information and Investigation. You authorize Bear Stearns
and, if applicable, your broker, in its or their discretion, to make and
obtain reports concerning your credit standing and business conduct. You
may make a written request within a reasonable period of time for a
description of the nature and scope of the reports made or obtained by Bear
Stearns.
16. Short and Long Sales. In placing any sell order for a short
account, you will designate the order as such and hereby authorize Bear
Stearns to mark the order as being "short." In placing any sell order for a
long account, you will designate the order as such and hereby authorize Bear
Stearns to mark the order as being "long." The designation of a sell order
as being for a long account shall constitute a representation that you own
the security with respect to which the order has been placed, that such
security may be sold without restriction in the open market and that, if
Bear Stearns does not have the security in its possession at the time you
place the order, you shall deliver the security by settlement date in good
deliverable form or pay to Bear Stearns any losses or expenses incurred by
it as a result of your failure to make delivery on a timely basis.
17. Margin and Other Collateral Requirements. You hereby agree to
deposit and maintain such margin in any of your margin accounts as Bear
Stearns may in its sole discretion require, and you agree to pay forthwith
on demand any debit balance owing with respect to any of your margin
accounts. In addition, you further agree to promptly deposit and maintain
such other collateral with Bear Stearns as is required by any other
agreement or open transaction you may have with it. Upon your failure to
make any such payment, or at any time Bear Stearns in its sole discretion
deems it necessary for its protection, whether with or without prior demand,
call or notice, Bear Stearns shall be entitled to exercise all rights and
remedies provided in paragraphs 3, 5 and 29 hereof. No demands, calls,
tenders or notices that Bear Stearns may have made or given in the past in
any one or more instances shall invalidate your waiver of any requirements
that Bear Stearns make or give the same in the future. Unless you expressly
advise Bear Stearns to the contrary, you hereby represent that you are not
an "affiliate" (as defined in Rule 144(a)(1) under the Securities Act of
1933) of the issuer of any security held in any of your accounts.
19. Give-ups; Free deliveries. In the event: (i) your orders are not
executed by Bear Stearns and you give-up Bear Stearns' name for clearance
and settlement, or (ii) you require Bear Stearns to make a free delivery of
cash or securities in connection with the settlement of such orders, the
following terms and conditions shall apply:
(i) You agree that you will only execute bona-fide orders and if
required for settlement, you will request a free delivery of
cash or securities only when you have reasonable grounds to
believe that the contra-party and the broker who executed
your order have the financial capability to complete any
contemplated transaction;
(ii) Bear Stearns reserves the right at any time to place a limit
(of either dollars or number of securities) on the size of
transactions that Bear Stearns will accept for clearance.
If after you have received notice of such limitation you
execute an order in excess of the limit established by Bear
Stearns, Bear Stearns shall have the right, exercisable in
its sole discretion, to decline to accept the transaction
for clearance and settlement. In the event any claim is
asserted against Bear Stearns by the broker who executed
your order because of such action by Bear Stearns, you agree
to indemnify and hold Bear Stearns harmless from any loss,
liability, damage, cost or expense (including, but not
limited to fees and expenses of legal counsel) arising
directly or indirectly therefrom; and
(iii) Bear Stearns will on a best efforts basis attempt to clear
such transactions within a reasonable period and utilize the
same procedures it utilizes when clearing transactions on
behalf of other customers. If either you or the broker who
executed your order fails for any reason to settle the
transaction and/or return any free delivery within a
reasonable period of time, as determined by Bear Stearns,
you will be solely liable to Bear Stearns for any and all
loss, including expenses, caused thereby. Bear Stearns
shall have no liability whatsoever to you in any such
circumstance.
20. Prime Brokerage Services.
(a) Prior to the commencement of any prime brokerage activity, Bear
Stearns will enter into an agreement with your executing broker(s)
that will set forth the terms and conditions under which your
executing broker(s) will be authorized to accept orders from you for
settlement by Bear Stearns (the "Prime Brokerage Agreement"). Bear
Stearns will accept for clearance and settlement trades executed on
your behalf by such executing broker(s) as you may designate from
time to time. On the day following each transaction, Bear Stearns
will send you a notification of each trade placed with your
executing broker based upon the information provided by you. This
notification contains some but not all of the information required
to appear in a confirmation.
(b) Bear Stearns shall be responsible for settling trades executed
on your behalf by your executing broker(s) and reported to Bear
Stearns by you and your executing broker(s) provide that you have
reported to Bear Stearns on trade date, by the time designated to
you by Bear Stearns, all the details of such trades including, but
not limited to, the contract amount, the security involved, the
number of shares or the number of units and whether the transaction
was a long or short sale or a purchase, and further provided that
Bear Stearns has either affirmed or not DK'd and has not
subsequently disaffirmed such trades. In the event that Bear
Stearns determines not to settle a trade, Bear Stearns shall not
have settlement responsibility for such trade and shall, instead,
send you a cancellation notification to offset the notification sent
to you under sub-paragraph a of this paragraph. You shall be solely
responsible and liable to your executing broker(s) for settling such
trades. In addition, Bear Stearns may be required to cease
providing prime brokerage services to you in accordance with the
Prime Brokerage Agreement.
(c) In the event of: (i) the filing of a petition or other
proceeding in bankruptcy, insolvency or for the appointment of a
receiver by or against your executing broker, (ii) the termination
of your executing broker's registration and the cessation of
business by it as a broker-dealer, or (iii) your executing broker's
failure, inability or refusal, for any reason whatsoever or for no
reason at all, to settle a trade, if Bear Stearns agrees to settle
any trades executed on your behalf by such executing broker,
regardless whether Bear Stearns either affirmed or did not DK and
did not disaffirm such trades, you shall be solely responsible, and
liable to Bear Stearns, for any losses arising out of or incurred in
connection with Bear Stearns' agreement to settle such trades.
(d) You shall maintain in your account with Bear Stearns such
minimum net equity in cash or securities as Bear Stearns, in its
sole discretion, may require, from time to time (the "Bear Stearns
Net Equity Requirements"), which shall in no event be less that the
minimum net equity required by the SEC Letter (the "SEC Net Equity
Requirements").
In the event your account falls below the SEC Net Equity
Requirements, you hereby authorize Bear Stearns to notify promptly
all executing brokers with whom is has a Prime Brokerage Agreement
on your behalf of such event. Moreover, if you fail to restore you
account to compliance with the SEC Net Equity Requirements with the
time specified in the SEC Letter, Bear Stearns shall: (i) notify all
such executing brokers that Bear Stearns is no longer acting as your
prime broker and (ii) either not affirm of indicate that it does not
know ("DK") all prime brokerage transactions on your behalf with
trade date after the business day on which such notification was
sent.
In the event either: (i) your account falls below the Bear Stearns
Net Equity Requirements, (ii) Bear Stearns determines that there
would not be enough cash in our account to settle such transactions
or that a maintenance margin call may be required as a result of
settling such transactions, or (iii) Bear Stearns determines that
the continuation of prime brokerage services to you presents an
unacceptable risk to Bear Stearns taking into consideration all the
facts and circumstances, Bear Stearns may disaffirm all your prime
brokerage transactions and/or cease to act as your prime broker.
(e) If you have instructed your executing broker(s) to send
confirmations to you in care of Bear Stearns, as your prime broker,
the confirmation sent by such executing broker is available to you
promptly from Bear Stearns, at no additional charge.
(f) If your account is managed on a discretionary basis, you
hereby acknowledge that your prime brokerage transactions may be
aggregated with those of other accounts of your advisor, according
to your advisor's instructions, for execution by your executing
broker(s) in a single bulk trade and for settlement in bulk by Bear
Stearns. You hereby authorize Bear Stearns to disclose your name,
address and tax I.D. number to your executing broker(s). In the
event any trade is disaffirmed, as soon as practicable thereafter,
Bear Stearns shall supply your executing broker(s) with the
allocation of the bulk trade, based upon information provided by
your advisor.
(g) The prime brokerage services hereunder shall be provided in a
manner not inconsistent with the no-action letter dated January 25,
1994 issued by the Division of Market Regulation of the Securities
and Exchange Commission (the "SEC Letter"), and any supplements or
amendments thereto.
21. Legally Binding. You and Bear Stearns hereby agree that this
Agreement shall extend to and be binding upon all of the parties hereto
(whether now existing or hereafter added) and their respective successors
and assigns. If you are a natural person, this Agreement shall extend to
and be binding upon our estate, heirs, executors, administrators and
personal representatives. You further agree that all purchases and sales
shall be for your account(s) in accordance with your oral or written
instructions. You hereby waive any and all defenses that any such
instruction was not in writing as may be required by the Statute of Frauds
or any similar law, rule or regulation.
22. Amendment. You agree that Bear Stearns may modify the terms of this
Agreement at any time upon prior written notice to you. By continuing to
accept services from Bear Stearns, you will have indicated your acceptance
of any such modification. If you do not accept any such modification, you
must notify Bear Stearns thereof in writing and your account may then be
terminated, but you will still be liable thereafter to Bear Stearns for all
remaining liabilities and obligations. Otherwise, this Agreement may not be
waived or modified absent a written instrument signed by an authorized
representative of Bear Stearns.
23. New York Law to Govern. This Agreement shall be deemed to have been
made in the State of New York and shall be construed, and the rights and
liabilities of the parties determined, in accordance with the laws of the
State of New York without giving effect to the conflicts of law principles
thereof.
24. Arbitration. You agree and, by maintaining accounts for you, Bear
Stearns agrees that controversies arising between you and any Bear Stearns
entity or any broker for which Bear Stearns acts a clearing agent, whether
arising prior to, on or subsequent to the date hereof, shall be determined
by arbitration. Any arbitration under this Agreement shall be held at the
facilities and before an arbitration panel appointed by the New York Stock
Exchange, Inc., The American Stock Exchange, Inc., or the National
Association of Securities Dealers, Inc. (and only before such exchanges or
association). You may elect one of the foregoing forums for arbitration,
but if you fail to make such election by registered mail or telegram
addressed to Bear, Stearns Securities Corp., 245 Park Avenue, New York, New
York 10167, Attention: Chief Legal Officer (or any other address of which
you were advised in writing), before the expiration of ten days after
receipt of written request from Bear Stearns to make such election, then
Bear Stearns may make such election. For any arbitration solely between you
and a broker for which Bear Stearns acts as clearing agent, such election
shall be made by registered mail to such broker at its principal place of
business. Judgment upon the award of the arbitrators may be entered in any
state or federal court having jurisdiction thereover. With respect to the
resolution of any such controversy, you and Bear Stearns further acknowledge
that:
--arbitration is final and binding on the parties.
--the parties are waiving their right to seek remedies in court,
including the right to a jury trial.
--pre-arbitration discovery is generally more limited than and
different from court proceedings.
--the arbitrators' award is not required to include factual findings
or legal reasoning and any party's right to appeal or to seek modification
of rulings by the arbitrators is strictly limited.
--the panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.
--no person shall bring a putative or certified class action to
arbitration, nor seek to enforce any pre-dispute arbitration agreement
against any person who has initiated in court a putative class action; who
is a member of a putative class who has not opted out of the class with
respect to any claims encompassed by the putative class action until: (i)
the class certification is denied; (ii) the class is decertified; or (iii)
the customer is excluded from the class by the court. Such forebearance to
enforce an agreement to arbitrate shall not constitute a waiver of any
rights under this Agreement except to the extent stated herein.
25. Severability. If any provision hereof is or should become
inconsistent with any present or future law, rule or regulation of any
sovereign government or regulatory body having jurisdiction over the subject
matter of this Agreement, such provision shall be deemed to be rescinded or
modified in accordance with any such law, rule or regulation. In all other
respects, this Agreement shall continue to remain in full force and effect.
26. Extraordinary Events. Bear Stearns shall not be liable for losses
in any of your accounts which are caused directly or indirectly by
government restrictions, exchange or market rulings, suspension of trading,
war, strikes or any other condition beyond its control.
27. Headings. The headings of the provisions hereof are for descriptive
purposes only and shall not modify or qualify any of the rights or
obligations set forth in such provisions.
28. Telephone Conversations. For the protection of both you and Bear
Stearns, and as a way of correcting misunderstandings, you hereby authorize
Bear Stearns, at its discretion and without prior notice to you, to monitor
and/or record any or all telephone conversations between you and any of Bear
Stearns' employees or agents.
29. Additional Rights and Remedies. The rights and remedies granted
herein to Bear Stearns are in addition to, and supersede any limitations on,
any other rights and remedies provided to Bear Stearns in any other
agreement you may have with it, and you hereby appoint Bear Stearns as your
agent to take any action necessary to perfect the security interest granted
to it in paragraph 3 hereof. In the event of a breach or default under this
Agreement or any other agreement you may have with any Bear Stearns entity,
each Bear Stearns entity shall have all rights and remedies available to a
secured creditor under any applicable law in addition to the rights and
remedies provided herein.
30. Authority; Capacity. By signing this Agreement, you represent that
you are of legal age and that, unless you have notified Bear Stearns to the
contrary, neither you nor any member of your immediate family is an employee
of any exchange or member thereof, the National Association of Securities
Dealers, Inc., or a member thereof, or of any corporation, firm or
individual engaged in the business of dealing, as broker or principal, in
securities, options or futures, or of any bank, trust company or insurance
company. If you are signing on behalf of an institution, you represent that
the institution on whose behalf you are acting is authorized to enter into
this Agreement and that you are duly authorized to sign this Agreement in
its name.
By signing this Agreement you acknowledge that:
1. The securities in your margin account(s) any any securities for
which you have not fully paid, together with all attendant ownership rights,
may be loaned to the Clearing Broker or loaned out to others; and
2. You have received a copy of this Agreement.
A pre-dispute arbitration clause in contained in paragraph 24 hereof.
INSTITUTIONAL CLIENT (please complete):
LaSALLE/KROSS PARTNERS, L.P.
350 East Michigan Avenue, Suite 500
Kalamazoo, Michigan 49007
/S/ RICHARD J. NELSON
March 6, 1996
EACH OF THE FOLLOWING SUBSIDIARIES OF THE BEAR STEARNS COMPANIES INC.:
Bear, Stearns & Co. Inc., Bear Stearns Securities Corp., Bear, Stearns
International Limited, Bear Stearns Capital Markets Inc., Bear Stearns
Capital Markets Inc. II, Bear Stearns Mortgage Capital Corporation, Bear
Stearns N.Y. Inc., Bear Stearns Global Asset Trading Ltd., Bear Stearns
Global Asset Holdings, Ltd., Bear Stearns Forex Inc., Bear Stearns U.K.
Limited, Bear Stearns International Trading Limited, Bear Stearns (Japan),
Ltd., Bear Stearns Asia Limited and Bear Stearns Hong Kong Limited; and any
other subsidiary of The Bear Stearns Companies Inc. later added as a party
hereto pursuant to paragraph 1 hereof.
By: /S/
