UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
December 2, 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 [ ].
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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 865,000 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 865,000 shares
With
10 Shared Dispositive Power
0
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
866,207 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
5.4%
14 Type Of Reporting Person*
PN
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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 865,000 shares
Each
Reporting 9 Sole Dispositive Power
Person 1,207 shares
With
10 Shared Dispositive Power
865,000 shares
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
866,207 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
5.4%
14 Type Of Reporting Person*
IN
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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 865,000 shares
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
865,000 shares
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
865,000 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
5.4%
14 Type Of Reporting Person*
IN
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CUSIP No. 853403103
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Wallace D. Riley
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
Shares
Beneficially 8 Shared Voting Power
Owned By 0 shares
Each
Reporting 9 Sole Dispositive Power
Person 0 shares
With
10 Shared Dispositive Power
0 shares
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
0 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
0.0%
14 Type Of Reporting Person*
IN
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Item 1. Security and Issuer.
This is amendment No. 1 to the Schedule 13D filed jointly by
LaSalle/Kross Partners, Limited Partnership (the "Partnership"), Richard J.
Nelson, Peter T. Kross on October 15, 1996 (the "Initial Schedule 13D"), 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. By this amendment, Wallace D. Riley acknowledges that
he is a part of the group (the "Group") on whose behalf this amendment is
being filed. The amended 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 a securities broker and is employed as a Senior Vice President of
Everen Securities, Inc., which firm is one of several market-makers in the
Common Stock. 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.
Wallace D. Riley has been a practicing attorney for more than forty
years and is the founder and Chief Executive Officer of Riley and Roumell,
P.C., a general practice law firm in Detroit, Michigan. Mr. Riley has
served as President of both the American Bar Association and the State Bar
of Michigan, and has served on the boards of both organizations and in
numerous other leadership roles for these and certain related organizations.
He was also a member of the Board of State Canvassers for the State of
Michigan for 13 years (and its Chairman for seven of those years) and has
been a Special Assistant Attorney General for the State of Michigan since
1969. Mr. Riley served as a director of Great Lakes Bancorp, a thrift
institution headquartered in Ann Arbor, Michigan from 1992 until its
acquisition in February 1995 by TCF Financial Corp. Mr. Riley presently
serves as director of SJS Bancorp, Inc., a thrift institution headquartered
in St. Joseph, Michigan. During the past five years, Mr. Riley has not
(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. Riley is a citizen of the United States.
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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. The
Group intends to continue to evaluate the Issuer and its business prospects
and intends to consult with management of the Issuer, other shareholders of
the Issuer's Common Stock or other persons further its investment
objectives. 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, and except as described hereafter in this Item 4, 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.
On December 2, 1996, the Partnership wrote to Mr. David Mackiewich,
the Chairman and President of the Issuer, and requested that the Issuer
nominate Messrs. Nelson and Riley as part of the management slate of
nominees for election to the Issuer's Board of Directors at the 1997 Annual
Meeting of Stockholders. On December 5, 1996, Mr. Mackiewich responded to
the Partnership stating that the Partnership's "nominations" had been
referred to the Issuer's Board Nominating Committee. Previously, on
November 22, 1996, the Board of Directors of the Issuer took action to amend
certain provisions of the Issuer's Bylaws requiring advance notice of any
intent to nominate persons for election as Directors and advance notice of
any intention to propose business at an annual meeting of stockholders, and
lengthened the required advance notice from 60 to 120 days. Given this
requirement, on December 9, 1996, the Partnership delivered to the Issuer,
in accordance with the amended Bylaws of the Issuer, a notice of intention
to nominate two persons for election as directors of the Issuer at its 1997
Annual Meeting of Stockholders (the "1997 Annual Meeting"). The persons
that the Partnership intends to nominate at the 1997 Annual Meeting are
Richard J. Nelson and Wallace D. Riley. A copy of such Notice of Intent to
Nominate Two Directors, which contains biographical and other information
required by the Bylaws of the Issuer, is attached hereto as Exhibit 2 and
incorporated herein by reference.
Also on December 9, 1996, the Partnership delivered to the Issuer a
notice of intention to propose business at the 1997 Annual Meeting for
consideration and action by the stockholders of the Issuer. The Partnership
intends to introduce for consideration and action by stockholders at the
1997 Annual Meeting a proposal to approve the reimbursement by the Issuer to
the Partnership of certain costs and expenses that the Partnership incurs in
connection with the solicitation of proxies for use at the 1997 Annual
Meeting for the purpose of electing the two persons that the Parntership
intends to nominate for election as Directors. A copy of such Notice of
Intent to Propose Business, which contains other information required by the
Bylaws of the Issuer, is attached hereto as Exhibit 3 and incorporated
herein by reference.
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 865,000 shares of Common Stock of the
Issuer that the Partnership owns, constituting approximately 5.4% 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 September 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.
Neither Mr. Kross nor Mr. Riley beneficially own any shares of Common Stock
personally or otherwise, except (in the case of Mr. Kross) 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 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.
(c) The only transactions in the Common Stock by the Partnership
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
--------- -------- ------
15,000 shs. 11/26/96 $19.50
Neither Mr. Nelson, Mr. Kross nor Mr. Riley have had any transactions in the
Common Stock for their own accounts during the past 60 days.
Item 7. Material to be Filed as Exhibits.
No. Description
- --- -----------
1 Joint Filing Agreement
2 Notice of Intent to Nominate Two Directors
3. Notice of Intent to Propose Business
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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: December 9, 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
/S/ WALLACE D. RILEY
Wallace D. Riley
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EXHIBIT INDEX
No. Description
- --- -----------
1 Joint Filing Agreement
2 Notice of Intent to Nominate Two Directors
3. Notice of Intent to Propose Business
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: December 9, 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
/S/ WALLACE D. RILEY
Wallace D. Riley
EXHIBIT 2
LaSALLE/KROSS PARTNERS, L.P.
350 East Michigan, Suite 500
Kalamazoo, Michigan 49007
December 9, 1996
VIA COURIER AND U.S. MAIL
Mr. Leonard A. Metheny
Vice President and Secretary
Standard Financial, Inc.
4192 South Archer Avenue
Chicago, Illinois 60632-1890
Re: Notice of Intent to Nominate Two Directors
Dear Mr. Metheny:
This letter constitutes a notice of intent by LaSalle/Kross
Partners, L.P. (the "Partnership"), to nominate two persons for election as
directors of Standard Financial, Inc. (the "Corporation") at the 1997 Annual
Meeting of Stockholders of Standard Financial, Inc. This notice is being
provided to you, as Secretary of the Corporation, pursuant to Article I,
Section 7(c), of the Corporation's Bylaws, as amended. The Partnership
presently owns of record 10,000 shares of Common Stock, par value $0.001 per
share (the "Common Stock") of the Corporation. In addition, the Partnership
beneficially owns 855,000 additional shares of Common Stock which are held
in a brokerage account at Bear, Stearns & Co.
The Partnership hereby notifies the Corporation pursuant to Article
I, Section 7(c), of the Corporation's Bylaws that the Partnership intends to
nominate Wallace D. Riley and Richard J. Nelson 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 7(c), also enclosed is
the written consent of each proposed nominee to be named in the
Partnership's proxy statement and to serve as a director of the Corporation
if elected.
Set forth below is the information required by Article I, Section
7(c), of the Corporation's Bylaws:
(i) As to each proposed nominee:
A. Name, Age, Business Address and Residence Address
Name Age Business Address Residence Address
Wallace D. Riley 69 7th Floor, 86 Lothrop Road
Ford Building Detroit, Michigan
Detroit, MI 48226 Grosse Pointe Farms, MI 48236
Richard J. Nelson 53 350 East Michigan 605 West Inkster
Suite 500 Kalamazoo, MI 49008
Kalamazoo, MI 49007
B. Principal Occupation or Employment
Mr. Riley: Wallace D. Riley has been a practicing attorney for more
than forty years and is the founder and Chief Executive
Officer of Riley and Roumell, P.C., a general practice law
firm in Detroit, Michigan. Mr. Riley has served as
President of both the American Bar Association and the State
Bar of Michigan, and has served on the boards of both
organizations and in numerous other leadership roles for
these and certain related organizations. He was also a
member of the Board of State Canvassers for the State of
Michigan for 13 years (and its Chairman for seven of those
years) and has been a Special Assistant Attorney General for
the State of Michigan since 1969. Mr. Riley served as a
director of Great Lakes Bancorp, a thrift institution
headquartered in Ann Arbor, Michigan from 1992 until its
acquisition in February 1995 by TCF Financial Corp. Mr.
Riley presently serves as director of SJS Bancorp, Inc., a
thrift institution headquartered in St. Joseph, Michigan.
Mr. Nelson: For more than the past five years, Richard J. Nelson has
been principally employed as the President of LaSalle
Capital Management, Inc., one of the General Partners of the
Partnership. LaSalle Capital Management, Inc., is a
management consulting firm that specializes in financial
institution corporate restructurings. LaSalle Capital
Management, Inc., is not a parent, subsidiary or other
affiliate of the Corporation. Mr. Nelson does not presently
serve as a director for any other company with a class of
securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended. Mr. Nelson has previously
served as a Director of Great Lakes Bancorp, FSB, D&N
Financial Corporation and FSB Financial Corporation, all of
which are or were thrift institutions headquartered in
Michigan.
C. Shares Beneficially Owned.
Name of Nominee Class Amount
- --------------- ----- ------
Wallace D. Riley Common Stock none
Richard J. Nelson Common Stock 866,207 (1)
- ----------
(1) Includes 855,000 shares owned by the Partnership.
D. Other information relating to such person that is required to be
disclosed in a solicitation of proxies for the election of directors, or is
otherwise required, pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended.
Directorships of Other Publicly-Owned Companies
Except as described in this paragraph, neither Mr. Riley nor Mr. Nelson is
presently serving as a director for any coporation, partnership or other
entity that has a class of equity securities registered under the Securities
Exchange Act of 1934, as amended. Mr. Riley has served as a director of SJS
Bancorp, Inc., which has its principal executive offices in St. Joseph,
Michigan, since 1995. If elected as a Director of Standard Financial, Inc.,
Mr. Riley intends to resign his position as a Director of SJS Bancorp, Inc.
Material Proceedings Adverse to the Corporation
To the Partnership's best knowledge, and based on information provided by
each Nominee, there are no material proceedings to which either Mr. Riley or
Mr. Nelson, or any associate of either of them, is a party adverse to the
Corporation or any of its subsidiaries, and neither of them nor any
associate of either of them has a material interest adverse to the
Corporation or any of its subsidiaries.
Positions or Offices with the Corporation
Wallace D. Riley None
Richard J. Nelson None
Arrangements or Understandings with Other Persons:
Mr. Riley and Mr. Nelson have an understanding with the Partnership pursuant
to which the Partnership has requested them to serve as its representatives
on the Board of Directors of the Corporation, and they have agreed to do so,
without compensation from the Partnership of any sort whatsoever. The
Partnership has agreed to reimburse them for any out-of-pocket expenses that
either one of them incurs in connection with the Partnership's intended
solicitation of proxies for use at the 1997 Annual Meeting of Stockholders
of the Corporation, but have no other arrangements or understandings with
either such proposed nominee. To the Partnership's knowledge, neither Mr.
Riley nor Mr. Nelson has any arrangement or understanding with any other
person pursuant to which he was or is to be selected as a director or
nominee for election as a director of the Corporation.
Absence of any Family Relationships
Neither Mr. Riley nor Mr. Nelson has any family relationship with any
director or officer of the Corporation. There is no family relationship
between Mr. Riley and Mr. Nelson, or between Mr. Riley and any partner of
the Partnership or any person who controls any partner of the Partnership.
Mr. Nelson is the President and a stockholder (jointly with his wife) of one
of the two General Partners of the Partnership; however, there is no other
family relationship between Mr. Nelson and any partner of the Partnership or
any person who controls any partner of the Partnership.
Absence of Involvement in Certain Legal Proceedings
To the best knowledge of the Partnership, and based on information provided
by each Nominee:
(i) Since January 1, 1990 no petition under the Bankruptcy Act
or any state insolvency law has been filed by or against Mr. Riley or Mr.
Nelson, and no a receiver, fiscal agent or similar officer has been
appointed by a court for business or property of Mr. Riley or Mr. Nelson.
In addition, since January 1, 1990 no petition under the Bankruptcy Act or
any state insolvency law has been filed by or against, and no a receiver,
fiscal agent or similar officer has been appointed by a court for business
or property of, any partnership in which either of them is or was a general
partner, or any corporation or business association of either of them is or
was an executive officer.
(ii) Since January 1, 1990, neither Mr. Riley nor Mr. Nelson has
been convicted in a criminal proceeding nor has either of them been named as
the subject of any pending criminal proceeding (excluding traffic violations
or similar misdemeanors).
(iii) Since January 1, 1990, neither Mr. Riley nor Mr. Nelson has
been the subject of any court order, judgment or decree, not suspended,
reversed or vacated permanently or temporarily enjoining either of them from
(A) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading
Commission or an 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, 1990, neither Mr. Riley nor Mr. Nelson has
been the subject of any order, judgment or decree not subsequently reversed,
suspended or vacated, of a federal or state authority barring or suspending
for more than 60 days your 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, 1990, neither Mr. Riley nor Mr. Nelson has
been found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission ("SEC") to have violated any federal or
state securities law, or by a court of competent jurisdiction in a civil
action or by the Commodities Futures Trading Commission ("CFTC") to have
violated any federal commodities law, wherein the judgment in such civil
action or finding by the SEC or the CFTC has not been subsequently reversed,
suspended or vacated.
Absence of Certain Transactions
To the best knowledge of the Partnership, and based on information provided
by each Nominee:
(i) Since January 1, 1995, neither Mr. Riley nor any member of
his immediate family has had any material interest in any transaction or any
series of similar transactions to which the Corporation or any of its
subsidiaries was a party, and neither Mr. Riley nor any members of his
immediate family has had any material interest in any currently proposed
transaction, or series of similar transactions to which the Corporation or
any of its subsidiaries was a party.
(ii) Since January 1, 1995, neither Mr. Nelson nor any members 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. Nelson nor any members of his
immediate family has had any material interest in any currently proposed
transaction, or series of similar transactions to which the Corporation or
any of its subsidiaries was a party.
(iii) Since January 1, 1995, neither Mr. Riley nor Mr. Nelson has
had any relationship of the nature described in Item 404(b) of Regulation
S-K, promulgated by the SEC under the Securities Exchange Act of 1934, as
amended. Specifically, since January 1, 1995, neither Mr. Riley nor Mr.
Nelson has been an officer, director, partner or employee of, or has either
one of them owned (directly or indirectly) more than 10% of the equity
interest in, any of the following types of organizations:
(A) Any organization that has made or proposes to make
payments to the Corporation or any of its subsidiaries for property
or services;
(B) Any organization to which the Corporation or any of its
subsidiaries was indebted;
(C) Any organization to which the Corporation or any of its
subsidiaries has made or proposes to make payments for property or
services; or
(D) Any organization that provided legal services or
investment banking services to the Corporation or any of its
subsidiaries.
(iv) Since January 1, 1995, neither Mr. Riley nor Mr. Nelson, nor
any member of their respective immediate families or any firm, corporation
or organization of which either of them is an executive officer or director
or the beneficial owner of 10% or more of any class of equity securities,
nor any trust or other estate in which either of them as a substantial
beneficial interest or as to which either of them serves as a trustee or in
a similar capacity, was indebted to the Corporation or any of its
subsidiaries in excess of $60,000 at any time.
Section 16 Compliance
Neither Mr. Riley nor Mr. Nelson is required to file reports under Section
16 of the Securities Exchange Act of 1934, as amended, with respect to the
Common Stock of the Corporation.
(ii) As to the Partnership:
(A) The name and record address of the Partnership are--
LaSalle/Kross Partners, Limited Partnership
350 East Michigan, Suite 500
Kalamazoo, Michigan 49007
(B) As indicated in a Schedule 13D, dated October 15, 1996, and
filed with the Securities and Exchange Commission, the Partnership is the
beneficial owner of 850,000 shares of Common Stock, par value $0.01 per
share, of the Corporation.
(C) The Partnership has an understanding with Messrs. Riley and
Nelson pursuant to which the Partnership has requested them to serve as its
representatives on the Board of Directors of the Corporation, and they have
agreed to do so, without compensation from the Partnership of any sort
whatsoever. The Partnership has agreed to reimburse them for any
out-of-pocket expenses that either one of them incurs in connection with the
Partnership's intended solicitation of proxies for use at the 1997 Annual
Meeting of Stockholders of the Corporation, but have no other arrangements
or understandings with either such proposed nominee. To the Partnership's
knowledge, neither Mr. Riley nor Mr. Nelson has any arrangement or
understanding with any other person pursuant to which he was or is to be
selected as a director or nominee for election as a director of the
Corporation.
(D) A duly authorized representative of the Partnership intends
to appear in person at the 1997 Annual Meeting of Stockholders of the
Corporation to nominate the persons named in this notice.
(E) 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.
Very truly yours,
LaSALLE/KROSS PARTNERS, L.P.
By: LaSALLE CAPITAL MANAGEMENT, INC.
By: /S/ RICHARD J. NELSON
Richard J. Nelson, President
<PAGE>
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CONSENT OF PROPOSED NOMINEE
I, Richard J. Nelson, 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 Standard Financial, Inc.,
for use in voting at the 1997 Annual Meeting of Stockholders of Standard
Financial, Inc., and I hereby consent and agree to serve a Director of
Standard Financial, Inc., if elected at such Annual Meeting
/S/ RICHARD J. NELSON
Richard J. Nelson
Dated: December 9, 1996
CONSENT OF PROPOSED NOMINEE
I, Wallace D. Riley, hereby consent to be named in the proxy
statement of LaSalle/Kross Partners, L.P., to be used in connection with its
solicitation of proxies from the shareholders of Standard Financial, Inc.
for use in voting at the 1997 Annual Meeting of Stockholders of Standard
Financial, Inc., and I hereby consent and agree to serve a Director of
Standard Financial, Inc. if elected at such Annual Meeting.
/S/ WALLACE D. RILEY
Wallace D. Riley
Dated: December 5, 1996
LaSALLE/KROSS PARTNERS, L.P.
350 East Michigan, Suite 500
Kalamazoo, Michigan 49007
December 9, 1996
VIA COURIER AND U.S. MAIL
Mr. Leonard A. Metheny
Vice President and Secretary
Standard Financial, Inc.
4192 South Archer Avenue
Chicago, Illinois 60632-1890
Re: Notice of Intent to Propose Business
Dear Mr. Metheny:
This letter constitutes a notice of intent by LaSalle/Kross
Partners, L.P. (the "Partnership"), to propose certain actions for
consideration and vote by the stockholders of Standard Financial, Inc. (the
"Corporation") at the 1997 Annual Meeting of Stockholders of the
Corporation. This notice is being provided to you, as Secretary of the
Corporation, pursuant to Article I, Section 7(b), of the Corporation's
Bylaws. The Partnership presently owns of record 10,000 shares of Common
Stock, par value $0.001 per share (the "Common Stock") of the Corporation.
In addition, the Partnership beneficially owns 855,000 additional shares of
Common Stock which are held in a brokerage account at Bear, Stearns & Co.
The Partnership hereby notifies the Corporation pursuant to Article
I, Section 7(b) of the Corporation's Bylaws that the Partnership intends to
propose that stockholders of the Corporation consider and vote upon the
matter described below at the 1997 Annual Meeting of Stockholders of the
Corporation. As required by Article I, Section 7(b), the Partnership
provides the following information:
(i) Brief description of the business desired to be brought before the
Annual Meeting and the reasons for conducting such business at the Annual
Meeting:
(a) That the stockholders of Standard Financial, Inc. approve a
resolution requesting the Corporation's Board of Directors to
reimburse in full LaSalle/Kross Partners, L.P., for its
out-of-pocket expenses incurred in soliciting proxies for use at the
1997 Annual Meeting of Stockholders of the Corporation to vote on
the election of the Partnership's nominees as Directors of the
Corporation, provided that at least one of the nominees of the
Partnership is elected to serve as a Director of the Corporation at
such Annual Meeting, and provided further that the amount of such
reimbursement shall not exceed 50% of the costs incurred by the
Corporation in connection with its opposing the election of the
Partnership's nominees.
(b) The Partnership desires to bring this matter before the
stockholders at the 1997 Annual Meeting in order to provide support
for its intended request for reimbursement of its proxy solicitation
expenses if the Partnership is successful in electing one or more
nominees as Directors of the Corporation. If this business is
presented to and approved by the stockholders of the Corporation,
the Partnership believes that the Board of Directors of the
Corporation will have no valid reason to refuse to reimburse the
Partnership for such expenses.
(ii) Name and record address of the Partnership:
LaSalle/Kross Partners, Limited Partnership
350 East Michigan, Suite 500
Kalamazoo, Michigan 49007
(iii) Class and number of shares owned beneficially:
As indicated in a Schedule 13D, dated October 15, 1996, and filed
with the Securities and Exchange Commission, the Partnership is the
beneficial owner of 865,000 shares of Common Stock, par value $0.01
per share, of the Corporation.
(iv) Arrangements or Understandings:
The Partnership has no arrangements or understandings with any other
person or persons in connection with the proposal of such business
at the 1997 Annual Meeting, and the only material interest that the
Partnership has in such proposed business is its interest in being
reimbursed for expenses that it incurs in its efforts to elect new
Directors to represent the interests of all stockholders of the
Corporation.
(v) Representation:
A duly authorized representative of the Partnership intends to
appear in person at the 1997 Annual Meeting of Stockholders of the
Corporation to bring the business described in this notice before
the stockholders for action.
Very truly yours,
LaSALLE/KROSS PARTNERS, L.P.
By: LaSALLE CAPITAL MANAGEMENT, INC.
By: /S/ RICHARD J. NELSON
Richard J. Nelson, President
