UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HMN FINANCIAL, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
40424G108
(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)
July 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 [ ].
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CUSIP No. 40424G108
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
LaSalle Financial 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, OO
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
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 388,600 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
388,600 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
388,600 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
9.2%
14 Type of Reporting Person
PN
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CUSIP No. 40424G108
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: 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 388,600 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
388,600 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
388,600 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
9.2%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 40424G108
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 388,600 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
388,600 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
388,600 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
9.2%
14 Type of Reporting Person
IN
<PAGE>
This is Amendment No. 1 to the Schedule 13D filed jointly by LaSalle
Financial Partners, Limited Partnership (the "Partnership"), Richard J.
Nelson and Peter T. Kross (the "Group") on July 11, 1997 (the "Original
13D"), and relates to the common stock, $.01 par value (the "Common
Stock"), of HMN Financial, Inc. (the "Issuer"). The following items in
the Original 13D are amended to read in their entirety as follows:
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 $8,805,650. 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. ("Bear Stearns"). The
Partnership has a margin account with Bear Stearns and has used the
proceeds from loans made to it by Bear Stearns to purchase a portion of
the shares of the Common Stock 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 agreement with Bear Stearns is attached hereto as
Exhibit 2 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, Mr. Nelson and Mr. Kross are each deemed to own
beneficially all of the 388,600 shares of the Common Stock that the
Partnership owns, constituting approximately 9.2% of the issued and
outstanding shares of the Common Stock, based on the number of outstanding
shares reported on the Issuer's Quarterly Report on Form 10-Q for the
period ended March 31, 1997. None of Mr. Nelson, Mrs. Nelson, Mr. Kross
or the General Partners beneficially owns any shares of the 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 388,600 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.
(c) The following transactions are the only purchases of the Common
Stock made by the Partnership in the past 60 days, all of which were made
in open market purchases on the Nasdaq National Market System:
Date Number of Shares Cost Per Share
6/3/97 1,000 $21 1/4
6/5/97 3,000 $21 1/4
6/5/97 5,000 $21 1/2
6/13/97 2,500 $21 1/2
6/20/97 2,000 $22
6/20/97 3,000 $22
6/27/97 10,600 $23 3/4
6/30/97 5,000 $23
6/30/97 5,000 $23 1/4
7/2/97 7,500 $22
7/2/97 17,000 $22 1/8
7/2/97 50,000 $22 1/2
7/3/97 2,000 $22 3/8
7/8/97 2,000 $22 3/4
7/14/97 10,000 $23 5/8
7/18/97 149,000 $23 5/8
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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: July 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
