UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
January 21, 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>
<PAGE>
This is Amendment No. 2 to the Schedule 13D filed jointly by
LaSalle/Kross Partners, Limited Partnership (the "Partnership"), Richard J.
Nelson, Peter T. Kross and Wallace D. Riley on October 15, 1996, and amended
on December 9, 1996 (the "Schedule 13D"), and relates to the common stock,
par value $0.01 per share (the "Common Stock"), of Standard Financial, Inc.
(the "Issuer"). The following items in the Schedule 13D are hereby amended
to read in their entirety as follows:
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, and as a director of National TechTeam, Inc., a
computer services company headquartered in Detroit, 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.
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 to 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,
although in connection with the litigation that was commenced by the Issuer
against the Group in early December 1996, the Group has stated to the Court
that it will not make any further purchases of Issuer's common stock prior
to the Court's decision on the Issuer's motion for a preliminary injunction
or February 1, 1997, whichever comes first. 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 6, 1996, Mr. Mackiewich responded to
the Partnership stating that the Partnership's "nominations" had been
referred to the Issuer's Board Nominating Committee. As of the date of this
Amendment, neither the Issuer's Board of Directors nor the Nominating
Committee of the Board of Directors has responded to this request; however,
Mr. Mackiewich has testified in his deposition that he is of the personal
view that Messrs. Nelson and Riley should not be nominated for election to
the Issuer's Board of Directors.
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"), if the Issuer's Nominating Committee rejects the
Group's request for Board representation. 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, was previously filed as an exhibit to the Schedule
13D.
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 Partnership
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, was previously filed as an exhibit to the Schedule
13D.
On January 21, 1997, the Partnership made demand on 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. As stated in its demand, the purposes for requesting such
inspection and copying are to communicate with stockholders regarding the
Issuer's pending litigation against the Group, which the Group believes to
be frivolous and intended primarily for harassment of the Group as well as
an unnecessary and unwise expenditure of corporate funds, to communicate
with stockholders regarding the earnings and growth strategies of the
Issuer, and to facilitate the Group's solicitation of proxies in connection
with its notice to nominate Messrs. Nelson and Riley for election to the
Issuer's Board of Directors at the 1997 Annual Meeting of Stockholders,
should the Issuer's nominating committee reject the Group's request to
include Messrs. Nelson and Riley on Issuer's slate of directors.
Also on January 21, 1997, the Partnership, the General Partners and
Messrs. Kross and Nelson (the "defendants") are filing their brief in
opposition to the injunctive relief requested by the Issuer in its lawsuit
filed December 9, 1996, in the U.S. District Court for the Northern District
of Illinois. The lawsuit includes the Issuer's claims that the defendants'
original Schedule 13D filing was false and misleading and that an amended
filing was not made promptly. The Issuer alleges that the defendants formed
plans to seek a merger or sale of the Issuer that were not disclosed. The
defendants acknowledge, in defense of the lawsuit, that the Partnership
emphasizes investments in banks, thrifts and savings banks that the General
Partners believe have significant appreciation potential due to merger and
acquisition activity and possess certain buyout characteristics.
Additionally, the defendants acknowledge that they believe the Board of
Directors should consider strategic alternatives in the best interests of
the stockholders, which could include, among other things, a sale or merger
of the Issuer. The defendants dispute, however, the Issuer's contention
that they had formed any purposes or plans that were not properly disclosed
and further contend that the lawsuit is without merit.<PAGE>
<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: January 21, 1997
LaSALLE/KROSS PARTNERS, LIMITED PARTNERSHIP
By: LaSALLE CAPITAL MANAGEMENT, INC.
a General Partner
By: /S/ RICHARD J. NELSON
Richard J. Nelson, President
/S/ RICHARD J. NELSON
Richard J. Nelson
/S/ PETER T. KROSS
Peter T. Kross
/S/ WALLACE D. RILEY
Wallace D. Riley
