UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
January 27, 1998
(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. 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 403,600 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
403,600 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
403,600 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
9.7%
14 Type of Reporting Person
PN
<PAGE>
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 403,600 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
403,600 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
403,600 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
9.7%
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 403,600 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
403,600 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
403,600 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
9.7%
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)
Florence 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) [ ]
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%
14 Type of Reporting Person
IN
<PAGE>
This is Amendment No. 4 to the Schedule 13D filed jointly by
LaSalle Financial Partners, Limited Partnership (the "Partnership"),
Richard J. Nelson and Peter T. Kross (including Florence Nelson as of this
Amendment No. 3, the "Group") on July 11, 1997 (as amended, 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 $9,206,925. 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 4. Purpose of Transaction
The Group's goal is to profit from appreciation in the market
price of the Common Stock. The Group expects to actively assert
shareholder rights, in the manner described below, with the purpose to
influence the policies of the Issuer.
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 Common Stock is in
accordance with these stated purposes.
The Group intends to work with the Issuer 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 Common Stock. One way of achieving this goal 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 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.
On October 21, 1997, Messrs. Nelson and Kross met with
management of the Issuer. Topics of discussion included the past
performance of the Issuer and methods to maximize shareholder value in the
future. At that meeting, Messrs. Nelson and Kross, on behalf of the
Group, requested that the Board of Directors of the Issuer nominate Mr.
Nelson for election to the Board at the 1998 Meeting of Stockholders and
noted that if the Board of Directors does not nominate Mr. Nelson for
election as a Board nominee, the Group most likely would nominate Mr.
Nelson and directly solicit shareholder votes for Mr. Nelson's election to
the Board. In addition, Messrs. Nelson and Kross informed management of
the Issuer that the Group was generally reviewing its options with respect
to the Issuer, and that the Group may submit for shareholder vote at the
1998 Meeting of Stockholders a proposal regarding corporate governance,
maximizing shareholder value or other matters. Messrs. Nelson and Kross
also informed the Issuer that the Partnership would shortly submit a
request for a shareholder list and associated materials. On November 20,
1997, the Partnership sent to the Issuer a request for a shareholder list
and associated materials. A copy of that letter is attached as Exhibit 3.
After discussion and additional correspondence, the Issuer is making
available to the Partnership stockholder list materials.
By a letter dated January 27, 1998, the Partnership submitted to
the Issuer a notice of intent to nominate Thomas A. Burton and Howard T.
Stewart for election to the Board of Directors of the Issuer at the 1998
Annual Meeting of Stockholders of the Issuer, to be held April 28, 1998.
A copy of that letter is attached as Exhibit 4. On that same day, Messrs.
Nelson and Kross discussed their notice of intent to nominate with
management of the Issuer.
The above-stated purpose to control is unrelated to the 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 bank. 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 intends to comply with all OTS regulations.
To the extent the Group's actions constitute control of the Issuer's
subsidiary bank for the purposes of OTS regulation, and to the extent
possible, the Group will evaluate its options and may take one or more of
several actions, including attempting to rebut a rebuttable presumption of
control, submitting an application for OTS approval of the acquisition of
control, or taking action to avoid making OTS regulations applicable to
the Group. The Group's actions taken in response to OTS regulations may
have implications with respect to the Group's above-discussed intentions
with regard to the Issuer.
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 Common Stock or other persons to further its
objectives. The Group may make further purchases of shares of the Common
Stock or may dispose of any or all of its shares of the 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 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, Mr. Nelson and Mr. Kross are each deemed to own
beneficially all of the 403,600 shares of the Common Stock that the
Partnership owns, constituting approximately 9.7% 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 September 30, 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
403,600 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
1/22/98 15,000 $26.75
Item 7. Material to be Filed as Exhibits
No. Description
1 Joint Filing Agreement*
2 Professional Account Agreement, dated March 6, 1996,
between the Partnership and each of the subsidiaries of The
Bear Stearns Companies Inc.*
3 Letter from Richard J. Nelson to the Issuer, dated November
20, 1997.*
4 Letter from Peter T. Kross to the Issuer, dated January 27,
1998.
*Filed previously with the Securities and Exchange Commission as part of
the Original 13D.
<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 30, 1998
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/ Florence Nelson
Florence Nelson
EXHIBIT 4
LASALLE FINANCIAL PARTNERS, L.P.
Suite 500
350 E. Michigan Avenue
Kalamazoo, Michigan 49007
______________________
Telephone (616) 344-4993
Facsimile (616) 382-2382
January 27, 1998
Mr. James B. Gardner
Executive Vice President
HMN Financial, Inc.
101 North Broadway
Spring Valley, Minnesota 55975
Re: Notice of Intent to Nominate Two Directors
Dear Mr. Gardner:
This letter constitutes a notice of intent by LaSalle Financial
Partners, L.P. (the "Partnership"), to nominate two persons for election
as directors of HMN Financial, Inc. (the "Corporation") at the 1998 Annual
Meeting of Stockholders of the Corporation. We understand that such
Annual Meeting is scheduled to be held on April 28, 1998. This notice is
being provided to you pursuant to Article I, Section 6(c) of the
Corporation's By-Laws. The Partnership owns of record 10,000 shares of
the Corporation's common stock, par value $.01 per share (the "Common
Stock"). The Partnership also beneficially owns an additional 393,600
shares of the Common Stock, which shares are held in a brokerage account
at Bear, Stearns & Co.
The Partnership hereby notifies the Corporation pursuant to
Article I, Section 6(c) of the Corporation's By-Laws that the Partnership
intends to nominate Thomas A. Burton and Howard T. Stewart for election to
the Board of Directors of the Corporation at the 1998 Annual Meeting of
Stockholders of the Corporation. As required by Article I, Section 6(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 certain information, including that required
by Article I, Section 6(c), of the Corporation's By-Laws. The information
set forth below responds fully to all of the requirements of Article I,
Section 6(c). In certain instances in which a disclosure item is not
applicable or no disclosure is required to be made pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended, no response has
been provided below.
(i) As to each proposed nominee:
A. Name, Age, Business Address and Residence Address
Name Age Business Address Residence Address
Thomas A. Burton 62 822 Sierra Lane, N.E. 822 Sierra Lane, N.E.
Rochester, MN 55906 Rochester, MN 55906
Howard T. Stewart 67 1426 Stoppel Lane, S.W. 1426 Stoppel Lane, S.W.
Rochester, MN 55902 Rochester, MN 55902
B. Principal Occupation or Employment
Thomas Burton: President of Management Services Company, which
provides management consultant services to medical and
computer industries.
Howard Stewart: President of Rochester Technical Services, Inc., which
provides technical support for computer hard drives.
President of Triple S, Inc., which provides computer
consulting services.
C. Shares Owned Either Beneficially or Of Record
Name of Nominee Class Amount
Thomas Burton Common None
Howard Stewart Common None
D. Interest of Certain Persons in Matters to be Acted Upon
Except as otherwise set forth herein, neither Mr. Burton nor Mr.
Stewart is or was, within the past year, a party to any contract,
arrangement or understanding with any person with respect to any
securities of the Corporation, including, but not limited to joint
ventures, loan or option arrangements, puts or calls, guarantees against
loss or guarantees of profit, division of losses or profits, or the giving
or withholding of proxies.
Except as otherwise set forth herein, neither Mr. Burton nor Mr.
Stewart, nor any of their associates, has any arrangement or understanding
with any person with respect to any future employment with the Corporation
or its affiliates or with respect to any future transactions to which the
Corporation or any of its affiliates will or may be a party.
E. 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
Neither Mr. Burton nor Mr. Stewart is presently serving as a
director of any corporation, partnership or other entity that has a class
of equity securities registered under the Securities Exchange Act of 1934,
as amended, or subject to the requirements of 15(d) of the such Act or any
company registered as an investment company under the Investment Company
Act of 1940. Mr. Burton and Mr. Stewart each served as a director of
Rochester Savings and Loan, its successor Reliance Savings and Loan, and
its successor United Savings and Loan. Mr. Stewart has also served as a
director of Kahler Hotel Corp. in Rochester, Minnesota. Mr. Burton also
served as president, chief executive officer, and a director of Waters
Instruments, Inc. of Rochester, Minnesota and served two terms as a public
utilities commissioner for the state of Minnesota, appointed by the
governor of the state.
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. Burton or Mr. Stewart, 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
Thomas Burton . . . . . None
Howard Stewart . . . . . None
Arrangements or Understandings with Other Persons:
Mr. Burton and Mr. Stewart 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 1998
Annual Meeting of Stockholders of the Corporation, but has no other
arrangements or understandings with either such proposed nominee. To the
Partnership's knowledge, neither Mr. Burton nor Mr. Stewart 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. Burton nor Mr. Stewart has any family relationship
with any director or officer of the Corporation. There is no family
relationship between Mr. Burton and Mr. Stewart or between Mr. Burton or
Mr. Stewart 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:
d. Since January 1, 1993, no petition under the Federal
bankruptcy laws or any state insolvency law has been filed by or
against Mr. Burton or Mr. Stewart, and no receiver, fiscal agent or
similar officer has been appointed by a court for business or
property of Mr. Burton or Mr. Stewart. In addition, since January 1,
1993 no petition under the Federal bankruptcy laws or any state
insolvency law has been filed by or against, and no 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.
e. Neither Mr. Burton nor Mr. Stewart 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).
f. Since January 1, 1993, neither Mr. Burton nor Mr. Stewart
has been the subject of any court order, judgment or decree, not
suspended, reversed or vacated, permanently or temporarily enjoining
(or otherwise limiting) 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 ("CFTC") or any 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.
g. Since January 1, 1993, neither Mr. Burton nor Mr. Stewart
has been the subject of any order, judgment or decree not
subsequently reversed, suspended or vacated, of a federal or state
authority barring, suspending or otherwise limiting for more than 60
days their right to be engaged in any activity described in clause
(iii) above, or to be associated with persons engaged in any such
activity.
h. Since January 1, 1993, neither Mr. Burton nor Mr. Stewart
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 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, 1997, neither Mr. Burton nor Mr. Stewart
nor any member of the immediate family of either 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. Burton nor Mr. Stewart nor any member of the immediate
family of either has any material interest in any currently proposed
transaction, or series of similar transactions to which the
Corporation or any of its subsidiaries is a party.
j. Since January 1, 1997, neither Mr. Burton nor Mr. Stewart
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, 1997,
neither Mr. Burton nor Mr. Stewart 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:
i. Any organization that has made or proposes to make
payments to the Corporation or any of its subsidiaries for
property or services;
ii. Any organization to which the Corporation or any of
its subsidiaries was indebted;
iii. Any organization to which the Corporation or any of
its subsidiaries has made or proposes to make payments for
property or services; or
iv. Any organization that provided legal services or
investment banking services to the Corporation or any of its
subsidiaries.
k. Since January 1, 1997, neither Mr. Burton nor Mr. Stewart,
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 has 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. Burton nor Mr. Stewart 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. Name and Record Address
LaSalle Financial Partners, Limited Partnership
350 East Michigan, Suite 500
Kalamazoo, Michigan 49007
No other stockholder is known to the Partnership to be
supporting Mr. Burton or Mr. Stewart as a nominee.
B. Beneficial Ownership
The Partnership is the beneficial owner of 403,600 shares of
Common Stock, par value $0.01 per share, of the Corporation.
Very truly yours,
LASALLE FINANCIAL PARTNERS, L.P.
By: Talman Financial, Inc.
By: /s/ Peter T. Kross
Peter T. Kross, President
<PAGE>
CONSENT OF PROPOSED NOMINEE
I, Thomas A. Burton, hereby consent to be named in the proxy
statement of LaSalle Financial Partners, L.P., to be used in connection
with its solicitation of proxies from the shareholders of HMN Financial,
Inc., for use in voting at the 1998 Annual Meeting of Stockholders of HMN
Financial, Inc., and I hereby consent and agree to serve a director of HMN
Financial, Inc., if elected at such Annual Meeting.
/s/ Thomas A. Burton
Thomas A. Burton
Dated: January 26, 1998
<PAGE>
CONSENT OF PROPOSED NOMINEE
I, Howard T. Stewart, hereby consent to be named in the proxy
statement of LaSalle Financial Partners, L.P., to be used in connection
with its solicitation of proxies from the shareholders of HMN Financial,
Inc., for use in voting at the 1998 Annual Meeting of Stockholders of HMN
Financial, Inc., and I hereby consent and agree to serve a director of HMN
Financial, Inc., if elected at such Annual Meeting.
/s/ Howard T. Stewart
Howard T. Stewart
Dated: January 26, 1998
