UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
STANDARD FINANCIAL, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
853403103
(CUSIP Number)
Charles R. Haywood
Foley & Lardner
One IBM Plaza
330 North Wabash Avenue
Suite 3300
Chicago, Illinois 60611
(312) 755-1900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 18, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
<PAGE>
CUSIP No. 853403103
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
LaSalle Financial Partners, Limited Partnership
(formerly known as 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) [X]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
605,000 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 605,000 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
606,207 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
3.7%
14 Type of Reporting Person
PN
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Richard J. Nelson
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [X]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
1,207 shares
Number of
Shares 8 Shared Voting Power
Beneficially 605,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 1,207 shares
10 Shared Dispositive Power
605,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
606,207 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
3.7%
14 Type of Reporting Person
IN
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Peter T. Kross
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: Not Applicable
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [X]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 605,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
605,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
605,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
3.7%
14 Type of Reporting Person
IN
<PAGE>
1 Name of Reporting Person
S.S. or I.R.S. Identification Number 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: Not Applicable
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [X]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [X]
13 Percent of Class Represented By Amount in Row (11)
0.0%
14 Type of Reporting Person
IN
<PAGE>
This Amendment No. 5 to Schedule 13D is filed jointly by LaSalle
Financial Partners, Limited Partnership (the "Partnership"), Richard J.
Nelson, Peter T. Kross, and Wallace D. Riley (the "Group"), and relates to
the common stock, $.01 par value (the "Common Stock"), of Standard
Financial, Inc. (the "Issuer"). The Partnership was formerly known as
LaSalle/Kross Financial Partners, Limited Partnership; its name was
changed effective June 20, 1997. This Amendment No. 5 amends the Schedule
13D initially filed on October 15, 1996, as amended thereafter (the
"Schedule 13D"). The following items in the Schedule 13D are amended to
read in their entirety as follows:
Item 2. Identity and Background
(a)-(c) The Partnership is a Delaware limited partnership. The
address of the Partnership's principal business and its principal office
is 350 East Michigan, Suite 500, Kalamazoo, Michigan 49007. The principal
business of the Partnership is that of investing in equity-oriented
securities issued by publicly traded companies, with emphasis on
investments in banks, thrifts and savings banks.
The general partners of the Partnership (the "General Partners") are
LaSalle Capital Management, Inc., a Michigan corporation owned by Richard
J. Nelson and his wife, Florence Nelson, and Talman Financial, Inc., a
Michigan corporation owned by Peter T. Kross. Talman Financial, Inc. was
formerly known as Kross Financial, Inc.; its name was changed effective
June 6, 1997. 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 Talman
Financial, Inc. Mr. Kross is employed as a securities broker and is
employed as a Senior Vice President of EVEREN Securities, Inc. Mr.
Kross's residence address is 248 Grosse Pointe Boulevard, Grosse Pointe
Farms, Michigan 48236.
Wallace D. Riley has been a practicing attorney for more than forty
years and is the founder and Chief Executive Officer of Riley & Roumell,
P.C., a general practice law firm in Detroit, Michigan. Mr. Riley's
business address is 720 Ford Building, 7th Floor, Detroit, Michigan 48226.
(d)-(e) During the past five years, none of the Partnership, the
General Partners, Mr. Nelson, Mrs. Nelson, Mr. Kross or Mr. Riley has been
convicted in a criminal proceeding (excluding traffic violations).
On December 9, 1996, the Issuer filed a civil lawsuit (case No. 96-C-
8037) in the United States District Court for the Northern District of
Illinois (the "Court") naming as defendants the Partnership, the General
Partners, Mr. Kross and Mr. Nelson (collectively, the "defendants"). The
lawsuit requested injunctive relief and claimed that the defendants had
made a false and misleading Schedule 13D filing with respect to beneficial
ownership of the Common Stock. On February 11, 1997, the Court entered a
Memorandum Opinion and Order granting in part and denying in part the
Issuer's request for injunctive relief. On March 19, 1997, the Court
modified that order. The Court ordered, among other things, that (1) the
defendants amend their Schedule 13D with respect to the Issuer to reflect
their "purpose to acquire control over and influence the policies of
Standard by electing the Partnership's own nominees to Standard's board of
directors"; (2) "Defendants are temporarily enjoined from purchasing or
selling any shares, in their individual capacities or on behalf of the
Section 13(d) group, but not in a licensed or registered capacity, or
otherwise seeking control of Standard until seven days after they have
filed [an] amended Schedule 13D" in compliance with the Court's order; and
(3) "Defendants are temporarily enjoined from violating Section 13(d) and
ordered to amend Schedule 13D with regard to Standard from time to time as
necessary to comply with federal law." Thereafter, the defendants
promptly complied with the Court's order and filed an amended Schedule
13D.
During the past five years, neither Mrs. Nelson nor Mr. Riley has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in such person being subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Mr. Nelson, Mrs. Nelson, Mr. Kross, and Mr. Riley are citizens
of the United States.
Item 4. Purpose of Transaction
The Issuer and TCF Financial Corporation entered into an Agreement
and Plan of Reorganization, dated March 16, 1997, providing for the
combination of the Issuer and TCF Financial Corporation. Based on that
development, the Group made a determination to reduce the Group's holdings
to less than 5% of the Common Stock. Although the Group intends to
continue to evaluate the Issuer and its business prospects, at present 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 may make further
purchases of shares of the Common Stock or may dispose of any or all of
its remaining shares of the Common Stock at any time. The Group intends
to continue to explore the options available to it. The Group may, at any
time or from time to time, review or reconsider its position with respect
to the Issuer and may formulate plans with respect to matters referred to
in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) By virtue of their separate ownership and control over the
general partners of the Partnership, Mr. Nelson and Mr. Kross are each
deemed to beneficially own all of the 605,000 shares of the Common Stock
that the Partnership owns, constituting approximately 3.7% of the issued
and outstanding shares of the Common Stock, based on the number of shares
reported on the Issuer's Form 10-Q for the period ended March 31, 1997.
Mr. Nelson also beneficially owns an additional 1,207 shares of the Common
Stock (less than 0.1% of the issued and outstanding shares of the Common
Stock), which he acquired personally in 1994. Neither Mr. Kross nor Mr.
Riley beneficially own any shares of the 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 chief executive officers of the General Partners (i.e.,
Messrs. Nelson and Kross). As such, they share voting and investment
power with respect to those shares. Mr. Nelson exercises sole voting and
investment power over his 1,207 shares.
(c) The following transactions are the only transactions in the
Common Stock made by the Partnership in the past 60 days, all of which
were made in open market sales on the Nasdaq National Market System:
Date Number of Shares Price Per Share
6/3/97 45,000 $29.9583
6/4/97 5,000 $24.125
6/18/97 100,000 $24.9059
6/19/97 100,000 $24.9375
6/23/97 10,000 $24.9375
None of Mr. Nelson, Mr. Kross or Mr. Riley have had any transactions
in the Common Stock for their own accounts during the past 60 days.
(d) Not applicable.
(e) On June 18, 1997, the Group ceased to beneficially own more than
five percent of the Common Stock.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement, as amended, is
true, complete and correct.
Date: June 23, 1997
LASALLE FINANCIAL 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
