UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
BANK WEST FINANCIAL CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
065631103
(CUSIP Number)
Charles R. Haywood
Foley & Lardner
One IBM Plaza
330 North Wabash Avenue
Suite 3300
Chicago, Illinois 60611
(312) 755-2510
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 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. 065631103
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 119,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
119,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
119,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.7%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 065631103
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 119,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
119,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
119,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.7%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 065631103
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 119,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
119,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
119,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.7%
14 Type of Reporting Person
IN
<PAGE>
Item 1. Security and Issuer
This Schedule 13D is being filed jointly by LaSalle Financial
Partners, Limited Partnership (the "Partnership"), Richard J. Nelson and
Peter T. Kross (the "Group") and relates to the common stock, $.01 par
value (the "Common Stock"), of Bank West Financial Corporation (the
"Issuer"). The address of the principal executive offices of the Issuer
is 2185 Three Mile Road, N.W., Grand Rapids, Michigan 49544. The joint
filing agreement of the members of the Group is filed herewith as Exhibit
1.
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. 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 Senior Vice
President of EVEREN Securities, Inc., a securities broker-dealer the
address of which is 440 E. Congress, Third Floor, Detroit, Michigan 48226.
Mr. Kross's residence address is 248 Grosse Pointe Boulevard, Grosse
Pointe Farms, Michigan 48236.
(d)-(e) During the past five years, none of the Partnership, the
General Partners, Mr. Nelson, Mrs. Nelson or Mr. Kross has been convicted
in a criminal proceeding (excluding traffic violations).
On December 9, 1996, Standard Financial, Inc. 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
(then known as LaSalle/Kross Partners), 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
Standard Financial, Inc.'s common stock. On February 11, 1997, the Court
entered a Memorandum Opinion and Order granting in part and denying in
part Standard Financial's request for injunctive relief. On March 19,
1997, the Court modified that order. The Court ordered, among other
things, that (1) the Group amend its Schedule 13D with respect to Standard
Financial to reflect the Group's "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.
(f) Mr. Nelson, Mrs. Nelson and Mr. Kross are citizens of the United
States.
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 $1,637,388. 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 acquire control
over and influence the policies of the Issuer by electing the
Partnership's own nominees to the Issuer's board of directors, with the
intent of influencing a business combination involving 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.
By letter dated August 22, 1997, the Group stated its intent to
nominate Mr. Nelson for election as a director of the Issuer at the annual
meeting of stockholders to be held in October, 1997. (On August 25, 1997,
the Group sent to the Issuer a version of the August 22 letter corrected
to remove typographical errors; that corrected version is attached as
Exhibit 3.) Shortly before sending the letter of August 22, Mr. Nelson
discussed the Group's intentions regarding the proposed nomination with
Mr. Paul Sydloski, President and Chief Executive Officer of the Issuer.
Mr. Nelson stated that the Group was interested in Mr. Nelson becoming a
management nominee for election as a director of the Issuer. However,
because the deadline for notices of intent to nominate directors by
shareholders was August 23, 1997, in order that the Group's options not be
foreclosed, the Group felt obliged to formally give notice of its intent
to nominate Mr. Nelson. The Group intends to continue to work with
management of the Issuer regarding the nomination of Mr. Nelson.
The Group's purpose in seeking representatives on the Board of
Directors 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 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.
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 has no present plans to cross these
numerical thresholds.
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 119,000 shares of the Common Stock that the
Partnership owns, constituting approximately 6.7% 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 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 119,000 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, all of which were made in open market
purchases on the Nasdaq National Market System:
DATE NUMBER OF SHARES COST PER SHARE
5/13/97 25,000 $12.56
5/16/97 20,000 $12.88
5/20/97 2,000 $12.75
5/30/97 10,000 $13.75
6/25/97 5,000 $13.75
6/26/97 10,000 $13.75
7/15/97 5,000 $13.63
7/17/97 3,000 $13.63
7/18/97 4,000 $13.63
8/18/97 27,000 $14.92
8/21/97 3,000 $16.13
8/22/97 5,000 $16.25
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
See Item 2 regarding disclosure of the arrangements among members of
the Group, which disclosure is incorporated herein by reference.
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 James A. Koessel, dated
August 22, 1997.
<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: August 25, 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
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree that the Schedule 13D to
which this Joint Filing Agreement is being filed as an exhibit shall be a
joint statement filed on behalf of each of the undersigned.
Date: August 25, 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
EXHIBIT 2
Professional Bear Stearns
Account Agreement
The Bear Stearns Companies Inc.
245 Park Avenue
New York, NY 10167
(212) 272-2000
Title: LaSalle/Kross Partnership Account No.: 102-04824-26
Limited Part.
This agreement ("Agreement") sets forth the terms and conditions under
which subsidiaries of The Bear Stearns Companies Inc. will open and
maintain account(s) in your name and otherwise transact business with you.
1. Parties. You hereby agree that the parties to this Agreement
shall consist of you, each and every subsidiary of The Bear Stearns
Companies listed on the signature page hereof and any other subsidiary of
The Bear Stearns Companies Inc., whether now existing or hereafter
created, at which you open an account or accounts or with which you
otherwise transact business (which shall automatically become a party
hereto by virtue thereof) (each of which subsidiaries, listed or presently
unlisted herein, being referred to hereinafter as a "Bear Stearns entity"
and all such entities being collectively referred to as "Bear Stearns").
2. Applicable Law and Regulations. All transactions shall be
subject to all applicable law and the rules and regulations of all
federal, state and self-regulatory agencies, including, but not limited
to, the Board of Governors of the Federal Reserve System and the
constitution, rules and customs of the exchange or market (and clearing
house) where executed.
3. Security Interest and Lien. As security for the payment and
performance of all of your obligations and liabilities to any Bear Stearns
entity, each Bear Stearns entity shall have a continuing security interest
in all property in which you have an interest held by or through any Bear
Stearns entity, including, but not limited to, securities, commodity
futures contracts, commercial paper, monies, any after-acquired property
and all rights you may have against any Bear Stearns entity. In addition,
in order to satisfy any such outstanding liabilities or obligations, Bear
Stearns may, at any time and without prior notice to you, use, apply or
transfer any of such securities or property interchangeably (including
cash and fully-paid securities).
4. Deposits on Transactions. Whenever Bear Stearns, in its sole
discretion, considers it necessary for its protection, it may require you,
and you hereby agree, to deposit cash or collateral immediately in your
account(s) prior to any applicable settlement date in order to assure due
performance of your open contractual commitments.
5. Breach, Bankruptcy or Default. Any breach of or default under
this Agreement or any other agreement you may have with any Bear Stearns
entity, or the filing of a petition or other proceeding in bankruptcy or
insolvency or for the appointment of a receiver by or against you, the
levy of an attachment against your accounts with Bear Stearns, or your
death, mental incompetence or dissolution, or any other grounds for
insecurity (including any indication of your refusal or inability to
promptly meet a margin call or other deposit requirement hereunder) as
determined by Bear Stearns in its sole discretion, shall constitute, at
Bear Stearns' election, a default by you under all agreements you may then
have with Bear Stearns, whether heretofore or hereafter entered into. In
the event of default, each Bear Stearns entity reserves the right to sell,
without prior notice to you, any and all property in which you have an
interest held by or through any Bear Stearns entity, to buy any or all
property which may have been sold short, to accelerate, cancel, liquidate,
close out and net the settlement payments and/or delivery obligations of
any or all outstanding transactions (including contracts and options for
foreign currency or any other commodity) and/or to purchase or sell any
other securities or property to offset market risk, after which you shall
be liable to Bear Stearns for any remaining deficiency, loss, costs or
expenses sustained by Bear Stearns in connection therewith. Such
purchases and/or sales may be effected publicly or privately without
notice or advertisement in such manner, in such order and at such time as
Bear Stearns may in its sole discretion determine. At any such sale or
purchase, Bear Stearns may purchase or sell the property free of any right
of redemption. In addition, Bear Stearns shall have the right to set off,
net, recoup or otherwise apply any amount owing from any Bear Stearns
entity to you against any indebtedness in any of your accounts, whether
matured or unmatured.
6. Fees and Charges. You understand that Bear Stearns may charge
commissions and other fees for execution, custody or any other service
furnished to you, and you agree to pay such commissions and fees at Bear
Stearns' then-prevailing rates. You understand further that such fees may
be changed from time to time, upon thirty days' prior written notice to
you, and you agree to be bound thereby.
7. Transaction Reports and Account Statements. Reports of the
execution of orders and statements of account shall be conclusive if not
objected to in writing within five days in the case of reports of
execution and ten days in the case of account statements, after such
documents have been transmitted to you by mail or otherwise.
8. Debit Balances/Truth-In-Lending. You hereby acknowledge receipt
of Bear Stearns' Truth-in-Lending disclosure statement. You understand
that interest will be charged on any debit balances in your accounts in
accordance with the methods described in such statement or in any
amendment thereof or revision thereto which may be provided to you. Any
debit balance which is not paid at the close of an interest period will be
added to the opening balance for the next interest period.
9. Clearance Accounts. If any of your account(s) is carried by any
Bear Stearns entity as clearing agent for your broker, unless such Bear
Stearns entity receives from you prior written notice to the contrary, it
may accept from such other broker, without any inquiry or investigation:
(a) orders for the purchase or sale of securities and other property in
your account(s) on margin or otherwise and (b) any other instructions
concerning your account(s) or the property therein. You understand and
agree that Bear Stearns shall have no responsibility or liability to you
for any acts or omissions of such broker, its officers, employees or
agents. You agree that your broker and its employees are third-party
beneficiaries of this Agreement and that the terms and conditions hereof,
including the arbitration provision, shall be applicable to all matters
between or among any of you, your broker and its employees and Bear
Stearns and its employees.
10. Costs of Collection. You hereby authorize Bear Stearns to
charge you for any reasonable direct or indirect costs of collection,
including, but not limited to, attorneys' fees, court costs and other
expenses.
11. Impartial Lottery Allocation. You agree that, in the event Bear
Stearns holds on your behalf bonds or preferred stocks in street name or
bearer form which are callable in part, you will participate in the
impartial lottery allocation system of the called securities in accordance
with the rules of the New York Stock Exchange, Inc. or any other
appropriate self-regulatory organization. When any such call is
favorable, no allocation will be made to any account with respect to which
Bear Stearns has actual knowledge that its officers, directors or
employees have any financial interest until all other customers are
satisfied on an impartial lottery basis.
12. Waiver, Assignment and Notices. Neither Bear Stearns' failure
to insist at any time upon strict compliance with this Agreement or with
any of the terms hereof nor any continued course of such conduct on its
part shall constitute or be considered a waiver by Bear Stearns of any or
its rights or privileges hereunder. Any assignment of any of your rights
or obligations hereunder or interest in any property held by or through
Bear Stearns without obtaining the prior written consent of any authorized
representative of Bear Stearns shall be null and void. Bear Stearns
reserves the right to assign any of its rights or obligations hereunder to
any Bear Stearns entity without prior notice to you. Notices or other
communications will be delivered or mailed to the address provided by you
unless and until Bear Stearns has received notice in writing from you of a
different address. Margin calls may be communicated orally and need not
be confirmed in writing.
13. Free Credit Balances. You hereby authorize Bear Stearns to use
any free credit balance awaiting investment or reinvestment in any of your
accounts in accordance with all applicable rules and regulations and to
any interest thereon at such rate or rates and under such conditions as
are established from time to time by Bear Stearns for such accounts and
for the amounts of cash so used.
14. Restrictions on Accounts. You understand that Bear Stearns in
its sole discretion, may restrict or prohibit trading of securities or
other property in any of your accounts.
15. Credit Information and Investigation. You authorize Bear
Stearns and, if applicable, your broker, in its or their discretion, to
make and obtain reports concerning your credit standing and business
conduct. You may make a written request within a reasonable period of
time for a description of the nature and scope of the reports made or
obtained by Bear Stearns.
16. Short and Long Sales. In placing any sell order for a short
account, you will designate the order as such and hereby authorize Bear
Stearns to mark the order as being "short." In placing any sell order for
a long account, you will designate the order as such and hereby authorize
Bear Stearns to mark the order as being "long." The designation of a sell
order as being for a long account shall constitute a representation that
you own the security with respect to which the order has been placed, that
such security may be sold without restriction in the open market and that,
if Bear Stearns does not have the security in its possession at the time
you place the order, you shall deliver the security by settlement date in
good deliverable form or pay to Bear Stearns any losses or expenses
incurred by it as a result of your failure to make delivery on a timely
basis.
17. Margin and Other Collateral Requirements. You hereby agree to
deposit and maintain such margin in any of your margin accounts as Bear
Stearns may in its sole discretion require, and you agree to pay forthwith
on demand any debit balance owing with respect to any of your margin
accounts. In addition, you further agree to promptly deposit and maintain
such other collateral with Bear Stearns as is required by any other
agreement or open transaction you may have with it. Upon your failure to
make any such payment, or at any time Bear Stearns in its sole discretion
deems it necessary for its protection, whether with or without prior
demand, call or notice, Bear Stearns shall be entitled to exercise all
rights and remedies provided in paragraph 3, 5 and 29 hereof. No demands,
calls, tenders or notices that Bear Stearns may have made or given in the
past in any one or more instances shall invalidate your waiver of any
requirement that Bear Stearns make or give the same in the future. Unless
you expressly advise Bear Stearns to the contrary, you hereby represent
that you are not an "affiliate" (as defined in Rule 14c(a)(1) under the
Securities Act of 1933) of the issuer of any security held in any of your
accounts.
18. Consent to Loan or Pledge of Securities. Within the limits of
applicable law and regulations, you hereby authorize Bear Stearns to lend
either to itself or to others any securities held by it in any of your
margin accounts, together with all attendant rights of ownership, and to
use all such property as collateral for its general loans. Any such
property, together with all attendant rights of ownership, may be pledged,
repledged, hypothecated or rehypothecated either separately or in common
with other such property for any amounts due to Bear Stearns thereon or
for a greater sum, and Bear Stearns shall have no obligation to retain a
like amount of similar property in its possession and control.
19. Give-ups: Free Deliveries in the event: (i) your orders are
not executed by Bear Stearns and you give-up Bear Stearns' name for
clearance and settlement, or (ii) you require Bear Stearns to make a free
delivery of cash or securities in connection with the settlement of such
orders, the following terms and conditions shall apply:
(i) You agree that you will only execute bona-fide orders and if
required for settlement, you will request a free delivery of cash or
securities only when you have reasonable grounds to believe that the
contra-party and the broker who executed your order have the
financial capability to complete any contemplated transaction;
(ii) Bear Stearns reserves the right at any time to place a limit
(of either dollars or number of securities) on the size of
transactions that Bear Stearns will accept for clearance. If after
you have received notice of such limitation you execute an order in
excess of the limit established by Bear Stearns, Bear Stearns shall
have the right, exercisable in its sole discretion, to decline to
accept the transaction for clearance and settlement. In the event
any claim is asserted against Bear Stearns by the broker who executed
your order because of such action by Bear Stearns, you agree to
indemnify and hold Bear Stearns harmless from any loss, liability,
damage, cost or expense (including, but not limited to fees and
expenses of legal counsel) arising directly or indirectly therefrom;
and
(iii) Bear Stearns will on a best efforts basis attempt to clear
such transactions within a reasonable period and utilize the same
procedures it utilizes when clearing transactions on behalf of other
customers. If either you or the broker who executed your order fails
for any reason to settle the transaction and/or return any free
delivery within a reasonable period of time, as determined by Bear
Stearns, you will be solely liable to Bear Stearns for any and all
loss, including expenses, caused thereby. Bear Stearns shall have no
liability whatsoever to you in any such circumstance.
20. Prime Brokerage Services.
(a) Prior to the commencement of any prime brokerage activity, Bear
Stearns will enter into an agreement with your executing
broker(s) that will set forth the terms and conditions under
which your executing broker(s) will be authorized to accept
orders from you for settlement by Bear Stearns (the "Prime
Brokerage Agreement"). Bear Stearns will accept for clearance
and settlement trades executed on your behalf by such executing
broker(s) as you may designate from time to time. On the day
following each transaction, Bear Stearns will send you a
notification of each trade placed with your executing broker
based upon the information provided by you. This notification
contains some but not all of the information required to appear
in a confirmation.
(b) Bear Stearns shall be responsible for settling trades executed
on your behalf by your executing broker(s) and reported to Bear
Stearns by you and your executing broker(s) provided that you
have reported to Bear Stearns on trade date, by the time
designated to you by Bear Stearns, all the details of such
trades including, but not limited to, the contract amount, the
security involved, the number of shares or the number of units
and whether the transaction was a long or short sale of a
purchase, and further provided that Bear Stearns has either
affirmed or not DK'd and has not subsequently disaffirmed such
trades. In the event that Bear Stearns determines not to settle
a trade, Bear Stearns shall not have settlement responsibility
for such trade and shall, instead, send you a cancellation
notification to offset that notification sent to you under sub-
paragraph a of this paragraph. You shall be solely responsible
and liable to your executing broker(s) for settling such trade.
In addition Bear Stearns may be required to cease providing
prime brokerage services to you in accordance with the Prime
Brokerage Agreement.
(c) In the event of (i) the filing of a petition or other proceeding
in bankruptcy, insolvency or for the appointment of a receiver
by or against your executing broker, (ii) the termination of
your executing broker's registration and the cessation of
business by it as a broker-dealer, or (iii) your executing
broker's failure inability or refusal, for any reason whatsoever
or for no reason at all, to settle a trade, if Bear Stearns
agrees to settle any trades executed on your behalf by such
executing broker, regardless whether Bear Stearns either
affirmed or did not DK and did not disaffirm such trades, you
shall be solely responsible, and liable to Bear Stearns, for any
losses arising out of or incurred in connection with Bear
Stearns' agreement to settle such trades.
(d) You shall maintain in your account with Bear Stearns such
minimum net equity in cash or securities as Bear Stearns, in its
sole discretion may require, from time to time [the "Bear
Stearns Net Equity Requirements"], which shall in no event be
less than the minimum net equity required by the SEC Letter (the
"SEC Net Equity Requirements").
In the event your account falls below the SEC Net Equity
Requirements, you hereby authorize Bear Stearns to notify
promptly all executing brokers with whom it has a Prime
Brokerage Agreement on your behalf of such event. Moreover, if
you fail to restore your account to compliance with the SEC Net
Equity Requirements within the time specified in the SEC Letter,
Bear Stearns shall: (i) notify all such executing brokers that
Bear Stearns is no longer acting as your prime broker and (ii)
either not affirm or indicate that it does not know ("DK") all
prime brokerage transactions on your behalf with trade date
after the business day on which such notification was sent.
In the event either: (i) your account falls below the Bear
Stearns Net Equity Requirements, (ii) Bear Stearns determines
that there would not be enough cash in your account to settle
such transactions or that a maintenance margin call may be
required as a result of settling such transactions, or (iii)
Bear Stearns determines that the continuation of prime brokerage
services to you presents an unacceptable risk to Bear Stearns
taking into consideration all the facts and circumstances Bear
Stearns may disaffirm all your prime brokerage transactions
and/or cease to act as your prime broker.
(e) If you have instructed your executing broker(s) to send
confirmations to your in care of Bear Stearns, as your prime
broker, the confirmation sent by such executing broker is
available to you promptly from Bear Stearns, at no additional
charge.
(f) If your account is managed on a discretionary basis, you hereby
acknowledge that your prime brokerage transactions may be
aggregated with those of other accounts of your advisor,
according to your advisor's instructions, for execution by your
executing broker(s) in a single bulk trade and for settlement in
bulk by Bear Stearns. You hereby authorize Bear Stearns to
disclose your name, address and tax I.D. number to your
executing broker(s). In the event any trade is disaffirmed, as
soon as practicable thereafter, Bear Stearns shall supply your
executing broker(s) with the allocation of the bulk trade, based
upon information provided by your advisor.
(g) The prime brokerage services hereunder shall be provided in a
manner not inconsistent with the no-action letter dated January
29, 1994 issued by the Division of Market Regulation of the
Securities and Exchange Commission (the "SEC Letter"), and any
supplements or amendments thereto.
21. Legally Binding. You and Bear Stearns hereby agree that this
Agreement shall extend to and be binding upon all of the parties hereto
(whether now existing or hereafter added) and their respective successors
and assigns. If you are a natural person, this Agreement shall extend to
and be binding upon your estate, heirs, executors, administrators and
personal representatives. You further agree that all purchases and sales
shall be for your account(s) in accordance with your oral or written
instructions. You hereby waive any and all defenses that any such
instruction was not in writing as may be required by the Statue of Frauds
of any similar law, rule or regulation.
22. Amendment. You agree that Bear Stearns may modify the terms of
this Agreement at any time upon prior written notice to you. By
continuing to accept services from Bear Stearns, you will have indicated
your acceptance of any such modification. If you do not accept any such
modification, you must notify Bear Stearns thereof in writing and your
account may then be terminated, but you will still be liable thereafter to
Bear Stearns for all remaining liability and obligations. Otherwise, this
Agreement may not be waived or modified absent a written instrument signed
by an authorized representative of Bear Stearns.
23. New York Law to Govern. This Agreement shall be deemed to have
been made in the State of New York and shall be construed, and the rights
and liabilities of the parties determined in accordance with the laws of
the State of New York without giving effect to the conflicts of law
principals thereof.
24. Arbitration. You agree and, by maintaining accounts for you,
Bear Stearns agrees that controversies arising between you and any Bear
Stearns entity or any broker for which Bear Stearns acts as clearing
agent, whether arising prior to, on or subsequent to the date hereof,
shall be determined by arbitration. Any arbitration under this Agreement
shall be held at the facilities and before an arbitration panel appointed
by the New York Stock Exchange, Inc. The American Stock Exchange, Inc.,
or the National Association of Securities Dealers, Inc. (and only before
such exchanges or association). You may elect one of the foregoing forums
for arbitration, but if you fail to make such election by registered mail
or telegram addressed to Bear Stearns Securities Corp. 245 Park Avenue,
New York, New York 10167, Attention: Chief Legal Officer (or any other
address of which you are advised in writing), before the expiration of ten
days after receipt of a written request from Bear Stearns to make such
election, then Bear Stearns may make such election. For any arbitration
solely between you and a broker for which Bear Stearns acts as clearing
agent, such election shall be made by registered mail to such broker at
its principal place of business. Judgment upon the award of the
arbitrators may be entered in any state or federal court having
jurisdiction thereover. With respect to the resolution of any such
controversy, you and Bear Stearns further acknowledge that:
$ arbitration is final and binding on the parties.
$ the parties are waiving their right to seek remedies in court,
including the right to jury trial.
$ pre-arbitration discovery is generally more limited than and
different from court proceedings.
$ the arbitrators' award is not required to include factual findings or
legal reasoning and any party's right to appear or to seek
modification of rulings by the arbitrators is strictly limited.
$ the panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.
$ no person shall bring a putative or certified class action to
arbitration, nor seek to enforce any pre-dispute arbitration
agreement against any person who has initiated in court a putative
class action, who is a member of a putative class who has not opted
out of the class with respect to any claims encompassed by the
putative class action unit: (i) the class certification is denied;
(ii) the class is decertified; or (iii) the customer is excluded from
the class by the court. Such forbearance to enforce an agreement to
arbitrate shall not constitute a waiver of any rights under this
Agreement except to the extent stated herein.
25. Severability. If any provision hereof is or should become
inconsistent with any present or future law, rule or regulation of any
sovereign government or regulatory body having jurisdiction over the
subject matter of this Agreement, such provisions shall be deemed to be
rescinded or modified in accordance with any such law, rule or regulation.
In all other respects, this Agreement shall continue to remain in full
force and effect.
26. Extraordinary Events. Bear Stearns shall not be liable for
losses in any of your accounts which are caused directly or indirectly by
government restrictions, exchange or market rulings, suspension of
trading, war, strikes or any other condition beyond its control.
27. Headings. The headings of the provisions hereof are for
descriptive purposes only and shall not modify or qualify any of the
rights or obligations set forth in such provisions.
28. Telephone Conversations. For the protection of both you and
Bear Stearns, and as a way of correcting misunderstandings, you hereby
authorize Bear Stearns, at its discretion and without prior notice to you,
to monitor and/or record any or all telephone conversations between you
and any of Bear Stearns' employees or agents.
29. Additional Rights and Remedies. The rights and remedies granted
herein to Bear Stearns are in addition to, and supersede any limitations
on, any other rights and remedies provided to Bear Stearns in any other
agreement you may have with it, and you hereby appoint Bear Stearns as
your agent to take any action necessary to perfect the security interest
granted to it in paragraph 3 hereof. In the event of a breach or default
under this Agreement or any other agreement you may have with any Bear
Stearns entity, each Bear Stearns entity shall have all rights and
remedies available to a secured creditor under any applicable law in
addition to the rights and remedies provided herein.
30. Authority; Capacity. By signing this Agreement, you represent
that you are of legal age and that, unless you have notified Bear Stearns
to the contrary, neither you nor any member of your immediate family is an
employee of any exchange or member thereof, the National Association of
Securities Dealers, Inc. or a member thereof, or of any corporation, firm
or individual engaged in the business of dealing as broker or principal,
in securities, options or futures or of any bank, trust company or
insurance company. If you are signing on behalf of an institution, you
represent that the institution on whose behalf you are acting is
authorized to enter into this Agreement and that you are duly authorized
to sign this Agreement in its name.
By signing this Agreement you acknowledge that:
1. The securities in your margin account(s) and any securities for which
you have not fully paid, together with all attendant ownership rights, may
be loaned to the Clearing Broker or loaned out to others and;
2. You have received a copy of this Agreement.
A pre-dispute arbitration clause is contained in paragraph 24 hereof.
INDIVIDUAL CLIENT (please complete):
___________________________________________________
Typed or printed name
___________________________________________________
Signature
Date: ____________________________________________
___________________________________________________
Typed or printed name
___________________________________________________
Signature
Date: ____________________________________________
INSTITUTIONAL CLIENT (please complete):
LaSalle/Kross Partners, L.P.
Name of Institution
350 E. Michigan Avenue, Suite 500
Street Address
Kalamazoo, MI 49007
City, State, Zip
Richard J. Nelson
Name of Authorized Officer
General Partner
Title of Authorized Officer
/s/ Richard J. Nelson
Signature of Authorized Officer
Date: March 6, 1996
EACH OF THE FOLLOWING SUBSIDIARIES OF THE BEAR STEARNS COMPANIES INC.:
Bear Stearns & Co. Inc., Bear Stearns Securities Corp., Bear Stearns
International Limited, Bear Stearns Capital Markets Inc., Bear Stearns
Capital Markets Inc. II, Bear Stearns Mortgage Capital Corporation, Bear
Stearns N.Y., Inc., Bear Stearns Global Asset Trading, Ltd., Bear Stearns
Global Asset Holdings, Ltd., Bear Stearns Forex Inc., Bear Stearns U.K.
Limited, Bear Stearns International Trading Limited, Bear Stearns (Japan),
Ltd., Bear Stearns Asia Limited and Bear Stearns Hong Kong Limited, and
any other subsidiary of the Bear Stearns Companies Inc. later added as a
party hereto pursuant to paragraph 1 hereof.
By: _______________________________________
EXHIBIT 3
LASALLE FINANCIAL PARTNERS, L.P.
Suite 500
350 E. Michigan Avenue
Kalamazoo, Michigan 49007
__________________
Telephone (616) 344-4993
August 22, 1997
James A. Koessel
Vice President and Secretary
Bank West Financial Corporation
2185 Three Mile Road, N.W.
Grand Rapids, Michigan 49544
Re: Notice of Intent to Nominate One Director
Dear Mr. Koessel:
This letter constitutes a notice of intent by LaSalle Financial
Partners, L.P. (the "Partnership"), to nominate one person for election as
a director of Bank West Financial Corporation (the "Corporation") at the
1997 Annual Meeting of Stockholders of the Corporation. This notice is
being provided to you, as Secretary of the Corporation, pursuant to
Article 7.F. of the Corporation's Articles of Incorporation. The
Partnership beneficially owns 119,000 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
7.F of the Corporation's Articles of Incorporation that the Partnership
intends to nominate Richard J. Nelson for election to the Board of
Directors of the Corporation at the 1997 Annual Meeting of Stockholders of
the Corporation. Also enclosed is the written consent of the 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 7.F of the Corporation's Articles of Incorporation. The
information set forth below responds fully to all of the requirements of
Article 7.F. 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 Mr. Nelson:
A. Name, Age, Business Address and Residence Address
Name Age Business Address Residence Address
Richard J. Nelson 53 350 East Michigan, 605 West Inkster
Suite 500 Kalamazoo,
Kalamazoo, Michigan 49007 Michigan 49008
B. Principal Occupation or Employment
For more than the past five years, Richard J. Nelson has been principally
employed as the President of LaSalle Capital Management, Inc., one of the
General Partners of the Partnership. LaSalle Capital Management, Inc. is
a management consulting firm that specializes in financial institution
corporate restructurings. LaSalle Capital Management, Inc., is not a
parent, subsidiary or other affiliate of the Corporation.
C. Shares Owned Either Beneficially or Of Record.
Mr. Nelson may be deemed to beneficially own the shares of Common Stock
beneficially owned by the Partnership. Mr. Nelson expressly disclaims
beneficial ownership of such shares. Mr. Nelson owns no other shares of
Common Stock, either beneficially or of record.
D. Interest of Certain Persons in Matters to be Acted Upon
Except in connection with the Partnership and as otherwise set forth
herein, Mr. Nelson has not been, 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.
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
Except as described in this paragraph, Mr. Nelson is not 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. Nelson has previously served as a director of Great
Lakes Bancorp, FSB, D&N Financial Corporation and FSB Financial
Corporation, all of which are or were thrift institutions headquartered in
Michigan.
Material Proceedings Adverse to the Corporation
To the Partnership's best knowledge, and based on information provided by
the nominee, there are no material proceedings to which Mr. Nelson, or any
associate of his, is a party adverse to the Corporation or any of its
subsidiaries, and neither he nor any associate of his has a material
interest adverse to the Corporation or any of its subsidiaries.
Positions or Offices with the Corporation
Mr. Nelson holds no position or office with the Corporation.
Arrangements or Understandings with Other Persons:
Mr. Nelson has an understanding with the Partnership pursuant to which the
Partnership has requested him to serve as its representative on the Board
of Directors of the Corporation, and he has agreed to do so, without
compensation from the Partnership of any sort whatsoever. The Partnership
has agreed to reimburse Mr. Nelson for any out-of-pocket expenses that he
incurs in connection with the Partnership's intended solicitation of
proxies for use at the 1997 Annual Meeting of Stockholders of the
Corporation, but has no other arrangements or understandings with Mr.
Nelson. To the Partnership's knowledge, Mr. Nelson has no 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
Mr. Nelson has no family relationship with any director or officer of the
Corporation. There is no family relationship between Mr. Nelson and any
general partner of the Partnership or any person who controls any partner
of the Partnership.
Involvement in Certain Legal Proceedings
To the best knowledge of the Partnership, and based on information
provided by Mr. Nelson:
(i) Since January 1, 1991 no petition under the Federal bankruptcy
laws or any state insolvency law has been filed by or against Mr. Nelson,
and no receiver, fiscal agent or similar officer has been appointed by a
court for business or property of Mr. Nelson. In addition, since January
1, 1991 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 Mr. Nelson is or was a general partner, or
any corporation or business association of Mr. Nelson is or was an
executive officer.
(ii) Mr. Nelson has not been convicted in a criminal proceeding nor
has he been named as the subject of any pending criminal proceeding
(excluding traffic violations or similar misdemeanors).
(iii)-(v) On February 10, 1997, the United States District Court
for the Northern District of Illinois, Eastern Division, entered a
temporary injunction against LaSalle/Kross Partners, L.P. (the former name
of the Partnership), its general partners and their affiliates, including
Mr. Nelson (collectively, "LaSalle/Kross Partners"), in connection with
the Schedule 13D filed by LaSalle/Kross Partners with respect to its
investment in Standard Financial, Inc. ("SFI"), a corporation unrelated to
the Company. On plaintiff SFI's motion for a preliminary injunction, the
Court found, among other things, that there was more than a negligible
likelihood of success in proving that LaSalle/Kross Partners' Schedule 13D
was misleading in that it failed to express the intent of LaSalle/Kross
Partners to control and influence SFI. The temporary injunction required
LaSalle/Kross Partners (i) to file an amended Schedule 13D, (ii) to comply
on an ongoing basis with securities law filing requirements with respect
to its holdings in SFI, and (iii) for a period of seven days after
amendment of the Schedule 13D, to refrain from purchasing or selling any
shares of, or seeking control of, SFI. LaSalle/Kross Partners amended its
Schedule 13D as required on March 7, 1997. No final order has been
entered, and there have been no findings of liability on the part of
LaSalle/Kross Partners.
Absence of Certain Transactions
To the best knowledge of the Partnership, and based on information
provided by the nominee:
(i) Since April 1, 1996, neither Mr. Nelson nor any member of his
immediate family 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. Nelson nor any member of his
immediate family 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.
(ii) Since April 1, 1996, Mr. Nelson has not 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 April 1, 1996, Mr. Nelson has not been an officer, director, partner
or employee of, nor has he owned (directly or indirectly) more than 10% of
the equity interest in, any of the following types of organizations:
(A) Any organization that has made or proposes to make payments
to the Corporation or any of its subsidiaries for property
or services;
(B) Any organization to which the Corporation or any of its
subsidiaries was indebted;
(C) Any organization to which the Corporation or any of its
subsidiaries has made or proposes to make payments for
property or services; or
(D) Any organization that provided legal services or investment
banking services to the Corporation or any of its
subsidiaries.
(iv) Since April 1, 1996, neither Mr. Nelson nor any member of his
immediate family or any firm, corporation or organization of which he 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 he
has a substantial beneficial interest or as to which he 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
Mr. Nelson is not 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) The name and record address of the Partnership is:
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.
Nelson as a nominee.
(B) The Partnership is the beneficial owner of 119,000 shares of
Common Stock, par value $0.01 per share, of the Corporation.
Very truly yours,
LASALLE FINANCIAL PARTNERS, L.P.
By: LaSalle Capital Management, Inc.
By: /s/ Richard J. Nelson
Richard J. Nelson, President
<PAGE>
CONSENT OF PROPOSED NOMINEE
I, Richard J. Nelson, 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 Bank West
Financial Corporation, for use in voting at the 1997 Annual Meeting of
Stockholders of Bank West Financial Corporation, and I hereby consent and
agree to serve a director of Bank West Financial Corporation if elected at
such Annual Meeting.
/s/ Richard J. Nelson
Richard J. Nelson
Dated: August 22, 1997
