UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
February 11, 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. 4 to the Schedule 13D filed jointly by
LaSalle/Kross Partners, Limited Partnership (the "Partnership"), Richard J.
Nelson, Peter T. Kross and Wallace D. Riley, as amended (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
item in the Schedule 13D is hereby amended to read in its entirety as
follows:
Item 4. Purpose of Transaction.
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.
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 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 Issuer's Common Stock
is in accordance with these stated purposes.
As described more specifically below, the Group is seeking two
representatives on the Issuer's Board of Directors. The Group's purpose in
doing so 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 Issuer's Common Stock. One common
way of achieving this result 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 Issuer's 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 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 savings institution. 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 also offers the following chronology of certain events.
Certain of these events were described in earlier versions of the Group's
Schedule 13D as amended. The description has been updated with regard to
some events, particularly with respect to litigation brought by the Issuer
against several members of the Group.
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. The demand states, among other things, that the purposes
for requesting such inspection and copying are to communicate with
stockholders regarding the Issuer's pending litigation against certain
members of the Group, 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.
On February 11, 1997, the United States District Court for the
Northern District of Illinois, case no. 96-C-8037, entered a Memorandum
Opinion and Order granting in part and denying in part the Issuer's request
for injunctive relief in a lawsuit against the Partnership, the General
Partners, and Messrs. Kross and Nelson. The Court ordered, among other
things, that: "Defendants are temporarily enjoined from purchasing or
selling any shares or otherwise seeking control of Standard until seven days
after they have filed [an] amended Schedule 13D" in compliance with the
Order. The Court also entered a permanent injunction requiring defendants
to comply with Section 13(d) of the Securities Exchange Act of 1934, as
amended.
On February 25, 1997, at the presentment of Defendant's Motion to
Clarify and Reconsider the February 11, 1997 Order, the Court stated that
the use of the word "permanently" was a misprint in that Order, and that the
word "preliminarily" should be substituted for "permanently." At a hearing
held on March 5, 1997, the Court otherwise denied Defendant's Motion to
Reconsider.
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 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 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 formulate plans with respect to
matters referred to in Item 4 of Schedule 13D.
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: March 7, 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
