UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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)
September 9, 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>
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>
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>
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)
6.7%
14 Type of Reporting Person
IN
<PAGE>
Item 1. Security and Issuer
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 (including Florence Nelson as of this
Amendment No. 1, the "Group") and relates to the common stock, $.01 par
value (the "Common Stock"), of Bank West Financial Corporation (the
"Issuer"). The following items in the Original 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. 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; her residence address is 605 West Inkster, Kalamazoo,
Michigan 49008.
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.
The business address of LaSalle Capital Management is 350 East
Michigan, Suite 500, Kalamazoo, Michigan 49007. The principal business of
LaSalle Capital Management is management consulting specializing in
financial institution corporate restructurings.
The business address of Talman Financial is 248 Grosse Pointe
Boulevard, Grosse Pointe Farms, Michigan 48236. The principal business of
Talman Financial is being a general partner of the Partnership.
(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 10, 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 Partnership 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 Partnership 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 Board 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
the Issuer regarding the nomination of Mr. Nelson.
On September 5, 1997, the Partnership received a response to its
letter of August 22. The Issuer did not respond to Mr. Nelson's request
that he be made a Board nominee. The Issuer requested that the
Partnership submit additional information regarding Mr. Nelson. A copy of
that letter is attached as Exhibit 4.
On September 9, 1997, the Partnership delivered its response to the
Issuer's letter of September 5. A copy of the Partnership's response is
attached as Exhibit 5. Together with the letter the Partnership delivered
a revised notice of intent to nominate. A copy of that revised notice of
intent to nominate is attached as Exhibit 6.
By letter dated September 10, 1997, the Partnership made demand upon
the Issuer for access to the Issuer's stock ledger, stockholder list, and
books and records. A copy of that letter is attached as Exhibit 7.
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. Mrs. Nelson may also be beneficially deemed
to own the shares owned by the Partnership; Mrs. Nelson hereby expressly
disclaims such beneficial ownership. 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 within the past sixty days, 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.
4 Letter from James A. Koessel to Richard J. Nelson, dated
September 5, 1997.
5 Letter from Richard J. Nelson to James A. Koessel, dated
September 10, 1997.
6 Letter from Richard J. Nelson to James A. Koessel, dated
September 10, 1997.
7 Letter from Richard J. Nelson to James A. Koessel, dated
September 10, 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: September 10, 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/ Florence Nelson
Florence Nelson
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: September 10, 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/ Florence Nelson
Florence Nelson
EXHIBIT 2
Professional Bear Stearns
Account Agreement
The Bear Stearns Companies Inc.
245 Park Avenue
New York, NY 10167
(212) 272-2000
Title: Account or Family No.:
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.
If these accounts are cash accounts and you have fully paid for all
securities therein, the provisions of paragraphs 17 and 18 shall not bind
you unless you enter into a margin transaction.
1. Parties. You hereby agree that the parties to this Agreement
shall consist of you, each and every subsidiary of The Bear Stearns
Companies, Inc., whether now existing or hereafter created (each such
subsidiary 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 the applicable laws, rules and regulations of all federal,
state and self-regulatory authorities, 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
such transactions are executed.
3. Security Interest and Lien. As security for the payment and
performance of all of your obligations and liabilities from time to time
outstanding to any Bear Stearns entity, whether under this Agreement or
otherwise, each Bear Stearns entity shall have a continuing first lien and
security interest in (i) all property in which you now have or hereafter
acquire an interest which is now or hereafter held by or through any Bear
Stearns entity, including, but not limited to, any and all accounts,
instruments, documents, contract rights, commodities and commodity futures
contracts, commercial paper and other securities, monies, deposit accounts
and general intangibles, and (ii) any and all rights, claims and causes of
action you may now or hereafter have against any Bear Stearns entity.
You hereby acknowledge and agree that all such property of yours held by
or through any Bear Stearns entity is held as collateral by such Bear
Stearns entity as agent and bailee for itself and all other Bear Stearns
entities. You represent that the above-described collateral shall at all
times be free and clear of all liens, claims and encumbrances of any
nature other than the security interest created hereby. In addition, in
order to satisfy any of your outstanding liabilities or obligations to any
Bear Stearns entity, Bear Stearns may, to the fullest extent permitted by
law, at any time in its discretion and without prior notice to you, use,
apply or transfer any and all securities or other property (including,
without limitation, fully-paid securities and cash). You hereby agree
that, except as otherwise specifically agreed in writing, Bear Stearns may
register and hold the securities and other property in your accounts in
its name or the name of its designee.
4. Deposits on Transactions. Whenever Bear Stearns, in its sole
discretion, considers it necessary in order to assure the due performance
of your open contractual commitments, it may require you, and you hereby
agree, to deposit cash or collateral immediately in your account(s) prior
to any applicable settlement date.
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, whether heretofore or hereafter entered into, or the filing of a
petition or other proceeding in bankruptcy or insolvency, or the
appointment of a receiver by or against you or any guarantor, co-signer or
other party liable on or providing security for your obligations to any
Bear Stearns entity, or the levy of an attachment against your or any such
other party's accounts with any Bear Stearns entity, or your death, mental
incompetence or dissolution, or any other grounds for insecurity
(including, without limitation, any indication of your refusal or
inability to satisfy promptly any margin call or other deposit requirement
hereunder) shall constitute, at Bear Stearns' election, a default by you
under all agreements you may then have with any Bear Stearns entity,
whether heretofore or hereafter entered into. In the event of such
default, each Bear Stearns entity shall have all of the rights of a
secured party upon default under the New York Uniform Commercial Code and
other applicable laws, rules and regulations, including, without
limitation, the right, without prior notice to you: to sell 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 and/or
to purchase or sell any other securities or property to offset market risk
and offset any indebtedness you may have (either individually or jointly
with others), 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 as
Bear Stearns may in its sole discretion determine. At any such sale or
purchase, any Bear Stearns entity may purchase or sell the property free
of any right of redemption. In addition, Bear Stearns shall have the
right, at any time and from time to time, to set off and otherwise apply
any and all amounts owing by such Bear Stearns entity to you or for your
account or credit against any and all amounts now or hereafter owing by
you to any Bear Stearns entity (including, without limitation, any
indebtedness in your accounts), whether matured or unmatured, fixed,
contingent or otherwise and irrespective of whether any Bear Stearns
entity shall have made any demand therefor. Bear Stearns agrees to notify
you of any such set-off and application, provided, however, that the
failure to give such notice shall not affect the validity of any such set-
off and application.
6. Execution Fees and Service Charges. You understand that your
account(s) will be charged brokerage commissions or mark-ups/mark-downs in
connection with the execution of transactions ("Execution Fees"), and may
be charged certain other fees for custody and other services furnished to
you ("Service Fees"). All such fees shall be determined by Bear Stearns
unless your account(s) is (are) introduced to Bear Stearns by another
broker, in which case all Execution Fees and certain Service Fees shall be
determined by such other broker. You further understand that Execution
Fees may be changed from time to time without prior notice to you and
Service Fees may be changed from time to time upon thirty days' prior
written notice to you, and, in each case, and you agree to be bound
thereby.
7. Transaction Reports and Account Statements. Reports of the
execution of orders and other activity in your account(s) which have been
provided or made available to you by 10:00 a.m. shall be conclusive if not
objected to by 12:00 noon (eastern time) on that day or, if such reports
are provided or made available to you after 10:00 a.m., then no later than
two hours after such reports have been provided or made available to you;
provided, however, that if you are a registered options trader, then by
the market opening on the day following trade date. Information contained
in monthly statements of account, to the extent not included in an
activity report, shall be conclusive if not objected to in writing within
fifteen days after such statements have been provided or made available to
you.
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 and Other Account-Related Costs. You hereby
authorize Bear Stearns to charge you for any reasonable direct or indirect
costs, liabilities and damages incurred by Bear Stearns (including,
without limitation, costs of collection, attorney's fees, court costs and
other expenses) in connection with (i) enforcing its rights hereunder,
(ii) any investigation, litigation or proceeding involving your account or
any property therein (including, without limitation, claims to such
property by third parties), (iii) your use of or access to any Bear
Stearns or thirty-party system or (iv) Bear Stearns' acting in reliance
upon your instructions or, if you account is introduced to Bear Stearns by
another broker, the instruction of such other broker. In each case and
whether or not demand has been made therefor, you hereby authorize Bear
Stearns to charge your account(s) of any and all such costs, including,
without limitation, costs incurred in connection with the liquidation of
an property held in your account(s).
11. Impartial Lottery Allocation. You agree that, in the event Bear
Stearns holds on your behalf securities in its name, in the name of its
designee or in bearer form which are called in part, you will participate
in the impartial lottery allocation system for such 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 in which, to the
knowledge of Bear Stearns, any officer, director or employee of Bear
Stearns has 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 your rights and
obligations hereunder or your interest in any property held by or through
Bear Stearns without obtaining the prior written consent of an authorized
representative of Bear Stearns shall be null and void. Each Bear Stearns
entity reserves the right to assign any of its rights or obligations
hereunder to any other Bear Stearns entity without prior notice to you.
Notices or other communications (including, without limitation, margin
calls) will be delivered, faxed, sent by express delivery service or
mailed to the address provided by you, until Bear Stearns has received
notice in writing of a different address be deemed to have been personally
delivered to you. Margin calls may be also communicated orally without
subsequent written confirmation.
13. Free Credit Balances. You hereby authorize Bear Stearns to use
any free credit balance awaiting investment or reinvestment in any of your
account(s) in accordance with all applicable rules and regulations and to
pay interest thereon at such rate or rates and under such conditions as
are established from time to time by Bear Stearns for such account(s) 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 your account(s) and may terminate your account(s), and
you shall nevertheless remain liable for all of your obligations to Bear
Stearns under this Agreement or otherwise.
15. Credit Information and Investigation. You authorize Bear
Stearns and, if applicable, your introducing broker, in its or their
discretion, at any time and from time to time, to make or obtain reports
concerning your credit standing and business conduct. You may make a
written request for a description of the nature and scope of the reports
made or obtained by Bear Stearns and the same will be provided to you
within a reasonable period of time.
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 is not restricted under Rules 144 and 145 under The
Securities Act of 1933 or any other applicable law, rule or regulation
and, as such, 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 it may
incur or sustain 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, if any,
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 any Bear Stearns
entity. Upon your failure to make any such payment or deposit, or if 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 the requirement to make or give
the same in the future. You further acknowledge and agree that any
positions in your margin account(s) shall be deemed "securities contracts"
within the meaning of Sections 555 and 741(7) of the U.S. Bankruptcy Code
and any successors thereto. Unless you expressly advise Bear Stearns to
the contrary, you hereby represent that you are not an "affiliate" (as
defined in Rule 144(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 In Margin Accounts.
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, to convey therewith all attendant
rights of ownership (including voting rights), 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. You hereby acknowledge
that, as a result of such activities, Bear Stearns may receive and retain
certain benefits to which you will not be entitled. In certain
circumstances, such loans may limit, in whole or in part, your ability to
exercise voting and other attendant rights of ownership with respect to
the loaned or pledged securities.
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/or 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:
(a) 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;
(b) 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
(c) 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 executed by it.
Notwithstanding Paragraph #7 or any other provision herein to the
contrary, Bear Stearns shall have the right but not the obligation to
take action at any time in its sole discretion to correct errors in
such transactions. You hereby agree to release, indemnify and hold
Bear Stearns harmless from any loss, liability, damage, claim, cost
or expense (including, but not limited to fees and expenses of legal
counsel) arising out of or incurred in connection with your failure
or the failure of the broker who executed your order to settle the
transaction, to return any free delivery upon demand, or to object to
any information provided or made available to you under paragraph #7
hereof, and 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) 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 for settlement by us based upon the
information provided by you or your agent.
(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 or a
purchase, and further provided that Bear Stearns has either
affirmed or not DK'd ("indicated that it does not know") 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, as
defined in sub-paragraph (g) of this paragraph (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 DK ("indicate that it does
not know") 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 you 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 and all of the terms hereof shall be binding upon you and your
your estate, heirs, executors, administrators, personal representatives,
successors and assigns. 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 oral
instruction was not in writing as may be required by any applicable 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 thereafter, 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 by Bear Stearns, but you will still be
liable thereafter to Bear Stearns for all outstanding 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. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE
IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND THE CONTRACTUAL AND
ALL OTHER 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 THAT CONTROVERSIES ARISING BETWEEN YOU
AND YOUR INTRODUCING BROKER AND/OR BEAR STEARNS, AND ANY OF YOUR OR THEIR
CONTROL PERSONS, PREDECESSORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS,
ASSIGNS AND EMPLOYEES, SHALL BE DETERMINED BY ARBITRATION. WITH RESPECT
TO THE RESOLUTION OF ANY SUCH CONTROVERSY, YOU FURTHER ACKNOWLEDGE THAT::
$ ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
$ EXCEPT AS OTHERWISE PROVIDED HEREIN, 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.
$ 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., OR, IF THE TRANSACTION WHICH
GIVES RISE TO SUCH CONTROVERSY IS EFFECTED IN ANOTHER UNITED STATES
MARKET WHICH PROVIDES ARBITRATION FACILITIES, BEFORE SUCH OTHER
FACILITIES. 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.
25. Severability. If and to the extent any provision hereof is or
should become invalid or unenforceable under any present or future law,
rule or regulation of any sovereign government or regulatory body having
jurisdiction over the subject matter of this Agreement, then (i) the
remaining terms and provisions shall be unimpaired and remain in full
force and effect and (ii) the invalid or unenforceable provision or term
shall be replaced by a term or provision that is valid and enforceable and
that comes closest to expressing the intent of such invalid or
unenforceable term or provision.
26. Extraordinary Events. Bear Stearns shall not be liable for
losses caused directly or indirectly by government restrictions, exchange
or market rulings, suspension of trading, war, strikes or other conditions
beyond its control.
27. Headings. The headings of the provisions hereof are for ease of
reference only and shall not affect the interpretation or application of
this Agreement or in any way modify or qualify any of the rights provided
for hereunder.
28. Telephone Conversations. For the protection of both you and
Bear Stearns, and as a tool to correct misunderstandings, you hereby
authorize Bear Stearns, at Bear Stearns' 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. You acknowledge
that Bear Stearns may determine not to make or keep any of such recordings
and that such determination shall not in any way affect such party's
rights.
29. Cumulative Rights; Entire Agreement. The rights of each Bear
Stearns entity set forth in this Agreement and in each other agreement you
may have with any Bear Stearns entity, whether heretofore or hereafter
entered into, are cumulative are in addition to any other rights and
remedies that any Bear Stearns entity may have and shall supersede any
limitation on or any requirement for the exercise of such rights and
remedies that is inconsistent with the terms of this or any other such
agreement (including, without limitation, any requirement that time elapse
or notice or demand be given prior to the exercise of remedies). The
provisions of this Agreement shall supersede any inconsistent provisions
of any other agreement heretofore or hereafter entered into by you and any
other Bear Stearns entity to the extent that the subject matter thereof is
dealt with in this Agreement and the provisions of any such other
agreement would deny and Bear Stearns entity any benefit or protection
afforded to it under this Agreement. You hereby appoint Bear Stearns as
your agent and attorney-in-fact to take any action (including, but not
limited to, the filing of financing statements) necessary or desirable to
perfect the security interest granted to it in paragraph 3 hereof or to
otherwise accomplish the purposes of this Agreement. Except as set forth
above, this Agreement represents the entire agreement and understanding
between you and Bear Stearns concerning the subject matter hereof.
30. Capacity to Contract; Affiliations. 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 (i) an employee or
member of any exchange, (ii) an employee or member of the National
Association of Securities Dealers, Inc., (iii) an individual or an
employee of any corporation or firm engaged in the business of dealing as
broker or principal, in securities, options or futures or (iv) an employee
of any bank, trust company or insurance company. If the undersigned is
signing on behalf of others, the undersigned hereby represents that the
person(s) or entity(ies) on whose behalf it is signing is/are authorized
to enter into this Agreement and that the undersigned is duly authorized
to sign this Agreement and make the representations contained herein in
the name and on the behalf of such other person(s) or entity(ies). You
hereby authorize Bear Stearns to accept faxed copies of this or any other
document or instruction as if it were the original and further to accept
signatures on said faxes as if they were the original.
ALL ACCOUNTS PLEASE COMPLETE THIS INFORMATION AND SIGN ON THE FOLLOWING
PAGE AS APPROPRIATE:
THIS AGREEMENT IS DATED AS OF JULY 7, 1997
LaSalle Financial Partners, L.P.
Name of Account Owner
350 E. Michigan Avenue-Suite 500
Street Address Country
Kalamazoo, MI 49007
City, State Zip Code+4
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 Bear Stearns or to others and;
2. You have received a copy of this Agreement.
This Agreement contains a pre-dispute arbitration clause at paragraph 24.
If account is owned by a partnership:
Signature of Partnership
LaSalle Capital Management, Inc.
By:
/s/ Richard J. Nelson, President, LaSalle Capital Management, Inc.
Print Name and Title:
Talman Financial, Inc.
/s/ Peter T. Kross, President, Talman Financial, Inc.
Accepted and Agreed to :
_____________________
for the Bear Stearns Companies, Inc. and its subsidiaries
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, Michigan
Kalamazoo, Michigan 49008
49007
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
EXHIBIT 4
BANK WEST, Financial Corporation
2185 3 Mile Road N.W. - P.O. Box 141220 - Grand Rapids, Michigan
49514-1220 - 616-785-3400
September 5, 1997
Via Telecopy and Certified Mail, Return Receipt Requested
Richard J. Nelson, President
LaSalle Capital Management, Inc.
350 E. Michigan Avenue, Suite 500
Kalamazoo, Michigan 49007
Dear Mr. Nelson:
Please be advised that we received your letter dated August 22, 1997
after the close of business on Friday, August 22, 1997. The letter was
not received by me or any other executive officer of Bank West Financial
Corporation (the "Company") until Monday morning, August 25, 1997. We
also note that a corrected copy of your August 22, 1997 letter was sent to
us on Monday, August 25.
Without addressing the timeliness of your August 22, 1997 letter,
please be advised that your letter has been reviewed for compliance with
Article 7.F of the Company's Articles of Incorporation. Exhibit A
attached hereto sets forth the deficiencies noted with respect to your
August 22, 1997 letter. In accordance with Article 7.F, you have five
days from the date of this deficiency notice (i.e., the maximum time
period permitted by Article 7.F) to cure the deficiencies by providing the
requisite additional or correcting information.
Your response should clearly indicate how each of the deficiencies
noted in Exhibit A has been corrected or addressed by you. In the event
that you do not fully and timely cure the deficiencies noted, your
nomination would have to be rejected under Article 7.F. Any questions
regarding the deficiencies may be addressed to our counsel, Gerald F.
Heupel, Jr., Esq. of Elias, Matz, Tiernan & Herrick L.L.P., at (202) 347-
0300.
Sincerely,
/s/ James A. Koessel
James A. Koessel, Secretary
<PAGE>
Exhibit A
DEFICIENCIES IN NOMINATING MATERIALS
SUBMITTED BY LETTER DATED AUGUST 22, 1997
1. Your letter dated August 22, 1997 references in several places
the proxy statement of LaSalle Financial Partners, L.P. (the
"Partnership", correct title is LaSalle Financial Partners, Limited
Partnership) and "the Partnership's intended solicitation of proxies for
use at the 1997 Annual Meeting of Stockholders" of the Company. By
contrast, Item 4 of the Schedule 13D filed on August 25, 1997 indicates
that your group is "interested in Mr. Nelson becoming a management nominee
for election as a director of the Issuer." It appears from the language
in your August 22, 1997 letter that your group has already decided to
conduct its own proxy solicitation. The nominating materials and Schedule
13D should be reconciled.
2. In paragraph C on page 2 of your letter dated August 22, 1997,
you state that Mr. Nelson may be deemed to beneficially own the shares
held by the Partnership. The nominating materials should be revised to
disclose that Mr. Nelson may be deemed to have shared ownership through
his positions with one of the corporate general partners of the
Partnership, and that such ownership is further shared with the other
general corporate partner and Peter Kross. In light of Florence Nelson's
positions in LaSalle Capital Management, Inc. and her marital relationship
with Richard Nelson, it appears that Florence Nelson also may be deemed to
have shared beneficial ownership of the shares held by the Partnership, in
which case the nominating materials and Schedule 13D should be revised as
appropriate.
3. Paragraph D on page 2 of your letter dated August 22, 1997
indicates that Mr. Nelson has been a party to contracts, arrangements or
understandings within the past year with respect to the Company's
securities in connection with the Partnership. The provisions of the
partnership agreement regarding the division of losses or profits, the
transfer or voting of the shares held by the Partnership, or the giving or
withholding of proxies should be described pursuant to Item 5(b)(1)(viii)
of Schedule 14A and Item 6 of Schedule 13D.
4. The limited partnership agreement of the Partnership should be
filed as an exhibit to the Schedule 13D pursuant to item 7 of Schedule
13D, and the parties to such agreement should be named pursuant to Item
5(b)(1)(viii) of Schedule 14A and Item 6 of Schedule 13D.
5. We note that the Partnership filed a Form D with the Securities
and Exchange Commission on May 1, 1996 with respect to a $7,070,000
private placement to 20 investors and that Item 4 of the Group's Schedule
13D quotes from the Partnership's private placement memorandum in
describing the purpose of the Partnership's investment in the Company's
common stock. It appears that the private placement memorandum
constitutes a continuing arrangement or understanding between the
Partnership and its investors and that the relevant provisions of the
private placement memorandum should be disclosed in the August 22,1 997
nominating letter pursuant to Item 5(b)(1)(viii) of Schedule 14A and in
Item 6 of Schedule 13D. Please advise or revise as appropriate.
6. In the last paragraph on page 2 of your August 22, 1997 letter,
it appears from the last sentence of such paragraph that you are no longer
a director of any of the three thrift holding companies listed. However,
the introductory clause of the first sentence of such paragraph ("except
as described in this paragraph") implies that you are currently serving as
a director of another company that has publicly registered securities.
Please advise or revise as appropriate.
7. The third paragraph on page 3 of your August 22, 1997 letter
should be expanded to describe all arrangements or understandings as noted
elsewhere herein. In addition, it appears from Item 5(b) of the group's
Schedule 13D that Mr. Nelson has arrangements or understandings with Mr.
Kross and/or Talman Financial, Inc. regarding the voting and disposition
of the shares held by the Partnership.
8. With respect to the fourth paragraph on page 3 of your August
22, 1997 letter, it appears that Florence Nelson may be deemed to be a
control person with respect to LaSalle Capital Management, Inc., in which
case there is an existing family relationship. Please advise or revise as
appropriate.
9. The last sentence of the next to last paragraph on page 3 of
your August 22, 1997 letter should be expanded to clarify that there was
no action taken against any partnership, corporation or business
association in which Mr. Nelson had one of the specified positions within
two years before the time of any filing. It also appears that some
language is missing in the last line of the paragraph. Please advise or
revise as appropriate.
10. In the last paragraph on page 3 of your August 22, 1997 letter,
the reference to "similar misdemeanors" should be changed to "other minor
offenses" pursuant to Item 401(f)(2) of Regulation S-K.
11. The first paragraph on page 4 of your August 22, 1997 letter
references the filing of an amended Schedule 13D on March 7, 1997 in
response to a temporary injunction and indicates that there was no final
order. However, Item 2 of the group's Schedule 13D references a March 19,
1997 order. In addition, the date of the temporary injunction is
different in the nominating letter and in the Schedule 13D. Please advise
or revise as appropriate. Furthermore, while not technically required to
be provided by you to the Company, we respectfully request that you
provide us with a copy of the court orders entered in February and March
1997 to assist us in our evaluation of the Partnership's background and
our review of your nomination.
12. With respect to the next to last paragraph on page 5 of your
August 22, 1997 letter, it would appear that Peter Kross and/or Talman
Financial, Inc. as well as Florence Nelson are also supporting your
nomination. Please advise or revise as appropriate. We also note that
Item 4 of the group's Schedule 13D indicates that the group "intends to
consult with . . . other shareholders of the Common Stock or other persons
to further its objectives." Please advise whether any such consultations
have occurred and, if so, whether any of such other persons are also
supporting your nomination.
13. Please be advised that Article 7.F of the Company's Articles of
Incorporation requires your nominating materials to provide the applicable
disclosures required by Items 4, 5, 6 and 7 of Schedule 14A. It appears
that your August 22,1 997 letter provides none of the disclosures required
by Items 4(b), 5(b)(1)(vi), 5(b)(1)(vii) (amount of indebtedness as of
latest practicable date), 5(b)(1)(ix), and 6(d) (with regard to Item
403(c) of Regulation S-K). Please revise as appropriate.
14. Please confirm that all required information with respect to
each "participant" (as such term is defined in Instruction 3(a) to Item 4
of Schedule 14A) has been provided. It is noted that such term is defined
very broadly, particularly clauses (iii) and (v) of such instruction.
15. It is unclear why LaSalle Capital Management, Inc. and Talman
Financial, Inc. are not included as reporting persons in the cover pages
for the Schedule 13D, particularly since such corporations constitute the
links between the Partnership on the one hand Messrs. Nelson and Kross on
the other. It would also appear that Florence Nelson is a member of the
group. See Rule 13d-5(b)(1) and Instruction (1) for Cover Page of
Schedule 13D. Please advise or revise as appropriate.
16. The business address and principal business address of each of
the corporate general partners should be disclosed pursuant to Items
5(b)(1)(i) and (ii) of Schedule 14A and Items 2(b) and (c) of Schedule
13D. See General Instruction C to Schedule 13D.
EXHIBIT 5
LASALLE FINANCIAL PARTNERS, L.P.
Suite 500
350 E. Michigan Avenue
Kalamazoo, Michigan 49007
______________________
Telephone (616) 344-4993
Facsimile (616) 382-2382
September 9, 1997
James A. Koessel
Vice President and Secretary
Bank West Financial Corporation
2185 Three Mile Road, N.W.
Grand Rapids, Michigan 49544
Dear Mr. Koessel:
This letter responds to your letter of September 5, 1997.
Attached please find a revised notice of intent to nominate one director
to the Board of Directors (the "Board") of Bank West Financial Corporation
(the "Company").
In order to give some background to the revisions we have made,
and to ensure clarity as we continue to work together, I would like to
explain some apparent inaccuracies in your letter. As you probably know,
on Friday, August 22, I (together with Peter Kross) telephoned Mr. Paul
Sydloski, the President and CEO of the Company, and discussed with him
that LaSalle Financial Partners, Limited Partnership (the "Partnership")
had acquired more than 5% of the common stock of the Company, and
therefore would be filing a Schedule 13D with the Securities and Exchange
Commission (the "SEC").
At that time, I indicated to Mr. Sydloski our desire that I be
made a Board nominee for election to the Board. We agreed, however, that
the deadline for shareholder notices of intent to nominate directors was
the following day, Saturday, August 23, and that the Board could not
consider nominating me as a Board nominee until the following week.
Therefore, I stated that, in order to not foreclose the Partnership's
options, the Partnership would be delivering to the Company a notice of
intent to nominate, by facsimile on that day and by hand delivery the
following day. Mr. Sydloski stated that such an arrangement was
acceptable to him and that the Company offices would be open on Saturday
to accept the delivery I would personally be making by hand. Mr. Sydloski
also asked that a courtesy copy of the Schedule 13D be faxed to him when
it was filed with the SEC. We concluded by agreeing to continue to
discuss the possibility of my becoming a Board nominee, rather than a
shareholder nominee, for election to the Board.
As your letter states, the Company received the facsimile notice
of intent to nominate on Friday, August 22. Notwithstanding being told
that your offices would be open on Saturday until 1:00 p.m., the Company
offices were not, in fact, open on Saturday. I arrived only to find a
handwritten sign on your door indicating that the bank offices were
closed. Nonetheless, I located a bank teller in a drive up window and
delivered the notice of intent to nominate to the Company on that day.
(The receipt received from the assistant manager is attached as Exhibit
A.) Mr. Sydloski received his courtesy copy of the Schedule 13D on the
same day it was filed with the SEC, Monday, August 25.
Your letter of September 5 lists 16 alleged deficiencies "with
respect to [my] August 22, 1997 letter [of notice of intent to nominate]."
Several of the alleged deficiencies are, in fact, allegations of
deficiencies in the Schedule 13D filed by the Partnership, and thus not
germane to the adequacy of the Partnership's notice. However, the
Partnership will be filing Amendment No. 1 to its Schedule 13D, addressing
some of the information you requested.
Following is a list, numbered in accordance with your letter, of
actions we have taken in response to your requests. The Partnership does
not admit that its original letter was deficient in any respect; what you
requested is actually either not required by the Articles for notices of
intent to nominate or is not material. Your original requests are in
italics; our responses are in regular typeface.
1. Your letter dated August 22, 1997 references in several places the
proxy statement of LaSalle Financial Partners, L.P. (the
"Partnership", correct title is LaSalle Financial Partners, Limited
Partnership) and "the Partnership's intended solicitation of proxies
for use at the 1997 Annual Meeting of Stockholders" of the Company.
By contrast, Item 4 of the Schedule 13D filed on August 25, 1997
indicates that your group is "interested in Mr. Nelson becoming a
management nominee for election as a director of the Issuer." It
appears from the language in your August 22, 1997 letter that your
group has already decided to conduct its own proxy solicitation. The
nominating materials and Schedule 13D should be reconciled.
This request is not for factual information required by Article
7.F (which does not require reconciliation of documents, but merely
specific factual information), but appears to originate in confusion that
the Company apparently has regarding the distinction between Board and
shareholder nominees. As discussed above, Mr. Sydloski and I agreed that
it was a continuing possibility that I would become a Board nominee for
election to the Board, at which time it would no longer be necessary for
me to be a shareholder nominee for election. However, because of the
timing required by the Articles, in order that I still be able to stand
for election even if the Board decided not to nominate me, the Partnership
gave notice of intent to nominate me as a shareholder nominee. Therefore,
the statement in the Schedule 13D is not opposed to the statement that the
Partnership intends to solicit proxies; the Partnership continues to
remain "interested in Mr. Nelson becoming a management nominee for
election as a director of the Issuer."
The Partnership's formal name is indeed LaSalle Financial
Partners, Limited Partnership. "Limited Partnership" is commonly
abbreviated to "L.P."; the distinction is not material because there is no
danger of confusion. As a shareholder, we would hope that the Company did
not spend significant money on outside counsel to develop this argument.
2. In paragraph C on page 2 of your letter dated August 22, 1997, you
state that Mr. Nelson may be deemed to beneficially own the shares
held by the Partnership. The nominating materials should be revised
to disclose that Mr. Nelson may be deemed to have shared ownership
through his positions with one of the corporate general partners of
the Partnership, and that such ownership is further shared with the
other general corporate partner and Peter Kross. In light of
Florence Nelson's positions in LaSalle Capital Management, Inc. and
her marital relationship with Richard Nelson, it appears that
Florence Nelson also may be deemed to have shared beneficial
ownership of the shares held by the Partnership, in which case the
nominating materials and Schedule 13D should be revised as
appropriate.
Paragraph C responds to the requirement in Article 7.F(a)(iii)
of the Company's Articles of Incorporation that the "class and number of
shares of Corporation stock which are Beneficially Owned . . . by [the
nominee] on the date of such stockholder notice" be disclosed. That
provision of Article 7.F does not require that the mode of ownership
(e.g., shared or sole power over disposition) be disclosed, but rather
that the class and number of shares be disclosed. Article 7.F further
does not require that shares held by persons other than the nominee (e.g.,
those with whom the nominee may share ownership) be disclosed.
Neither LaSalle Capital Management, Inc. or Talman Financial,
Inc. has any voting power or investment power over shares of Company stock
held by those entities because each of those entities is wholly controlled
by Mr. Nelson and Mr. Peter Kross, respectively. Likewise, as noted in
the Schedule 13D, Florence Nelson, although a director and part owner of
LaSalle Capital Management, has no voting or investment power over shares
of Company stock held by LaSalle Capital Management. Therefore, properly
viewed, none of those three entities has shared power over or beneficial
ownership of the shares owned by the Partnership. However, to avoid any
further such arguments on your part, we have added to the notice of intent
to nominate additional disclosures regarding holdings of individuals
affiliated with the nominee.
3. Paragraph D on page 2 of your letter dated August 22, 1997 indicates
that Mr. Nelson has been a party to contracts, arrangements or
understandings within the past year with respect to the Company's
securities in connection with the Partnership. The provisions of the
partnership agreement regarding the division of losses or profits,
the transfer or voting of the shares held by the Partnership, or the
giving or withholding of proxies should be described pursuant to Item
5(b)(1)(viii) of Schedule 14A and Item 6 of Schedule 13D.
Item 5(b)(1)(viii) of Schedule 14A and Item 6 of Schedule 13D
require disclosure of agreements "with respect to" securities of the
Company. Provisions of the governing documents of the Partnership are not
"contracts, arrangements or understandings with respect to" securities of
the Company. Rather, they are made with respect to the overall workings
of the Partnership. However, courtesy copies of the governing documents
of the Partnership will be available for inspection at the Partnership's
offices.
Profits of the Partnership are divided among its general
partners, LaSalle Capital Management and Talman Financial, and its limited
partners. All decisions regarding transfer and voting of the shares of
Company stock are made jointly by the chief executive officers of the
general partners, i.e., Messrs. Nelson and Kross. No contractual
arrangements are made with respect to the giving or withholding of proxies
of the Company; decisions regarding proxies would be made by Messrs.
Nelson and Kross.
4. The limited partnership agreement of the Partnership should be filed
as an exhibit to the Schedule 13D pursuant to item 7 of Schedule 13D,
and the parties to such agreement should be named pursuant to Item
5(b)(1)(viii) of Schedule 14A and Item 6 of Schedule 13D.
As discussed above, the requirements of Schedule 13D are not
germane to the completeness of the Partnership's notice of intent to
nominate. Moreover, as discussed in the response to #3, the provisions of
the partnership agreement of the Partnership are not made "with respect
to" securities of the Company, nor are they "related to" securities of the
Company. The partnership agreement is not related to the securities of
the Company, except inasmuch (as already disclosed) as the general
partners determine voting and disposition of shares of Company stock owned
by the Partnership. Therefore, the parties to the partnership agreement
who are not the general partners and have no potential to influence
decisions regarding the securities of the Company (i.e., the limited
partners) will not be listed, nor will the agreement itself need to be
provided. A courtesy copy of the partnership agreement will be available
for inspection at the Partnership's offices.
5. We note that the Partnership filed a Form D with the Securities and
Exchange Commission on May 1, 1996 with respect to a $7,070,000
private placement to 20 investors and that Item 4 of the Group's
Schedule 13D quotes from the Partnership's private placement
memorandum in describing the purpose of the Partnership's investment
in the Company's common stock. It appears that the private placement
memorandum constitutes a continuing arrangement or understanding
between the Partnership and its investors and that the relevant
provisions of the private placement memorandum should be disclosed in
the August 22, 1997 nominating letter pursuant to Item 5(b)(1)(viii)
of Schedule 14A and in Item 6 of Schedule 13D. Please advise or
revise as appropriate.
As with the Partnership's partnership agreement (discussed in #3
and #4), documents of the Partnership regarding investments in the
Partnership are not made "with respect to" nor are they "related to"
securities of the Company. Therefore, no additional details regarding any
such documents need be provided in the notice of intent to nominate or the
Schedule 13D. Courtesy copies of the partnership agreement and the
private placement memorandum will be available for inspection at the
Partnership's offices.
6. In the last paragraph on page 2 of your August 22, 1997 letter, it
appears from the last sentence of such paragraph that you are no
longer a director of any of the three thrift holding companies
listed. However, the introductory clause of the first sentence of
such paragraph ("except as described in this paragraph") implies that
you are currently serving as a director of another company that has
publicly registered securities. Please advise or revise as
appropriate.
In order to clarify the language, the phrase "except as
described in this paragraph" has been deleted. Mr. Nelson is not
currently a director of any corporation, partnership or other entity that
has a class of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended, or is subject to the requirements of
15(d) of such Act or any company registered as an investment company under
the Investment Company Act of 1940.
7. The third paragraph on page 3 of your August 22, 1997 letter should
be expanded to describe all arrangements or understandings as noted
elsewhere herein. In addition, it appears from Item 5(b) of the
group's Schedule 13D that Mr. Nelson has arrangements or
understandings with Mr. Kross and/or Talman Financial, Inc. regarding
the voting and disposition of the shares held by the Partnership.
As discussed in the response to #3, #4, and #5, additional
details regarding the Partnership's partnership agreement and investment
documents are not required by Article 7.F. (Moreover, even if they were,
it would not be necessary to repeat them in multiple sections of the
notice of intent to nominate.) Mr. Nelson has no arrangements or
understandings with regard to the voting and disposition of the shares
held by the Partnership, except that, as already disclosed, all decisions
regarding voting and disposition of shares of Company stock held by the
Partnership are made jointly by Messrs. Nelson and Kross. The notice of
intent to nominate has been revised at your request.
8. With respect to the fourth paragraph on page 3 of your August 22,
1997 letter, it appears that Florence Nelson may be deemed to be a
control person with respect to LaSalle Capital Management, Inc., in
which case there is an existing family relationship. Please advise
or revise as appropriate.
Although, as discussed above, the Partnership does not believe
that Mrs. Nelson has any control over the Partnership, the notice of
intent to nominate has been revised to reflect her family relationship.
9. The last sentence of the next to last paragraph on page 3 of your
August 22, 1997 letter should be expanded to clarify that there was
no action taken against any partnership, corporation or business
association in which Mr. Nelson had one of the specified positions
within two years before the time of any filing. It also appears that
some language is missing in the last line of the paragraph. Please
advise or revise as appropriate.
The language has been modified to clarify that no action was
taken within two years of the specified filing. The word "which" has also
been added in the last sentence of the paragraph to enhance your
understanding. Again, we reiterate our concern as a shareholder that the
Company is spending corporate resources on legal counsel to opine on a
missing word in our notice of intent to nominate.
10. In the last paragraph on page 3 of your August 22, 1997 letter, the
reference to "similar misdemeanors" should be changed to "other minor
offenses" pursuant to Item 401(f)(2) of Regulation S-K.
The requested change has been made. (We note, however, that
Item 5(b)(1)(iii) of Schedule 14A, with which this notice of intent to
nominate complies, uses the term "similar misdemeanors" instead of "other
minor offenses" in an essentially identical context.)
11. The first paragraph on page 4 of your August 22, 1997 letter
references the filing of an amended Schedule 13D on March 7, 1997 in
response to a temporary injunction and indicates that there was no
final order. However, Item 2 of the group's Schedule 13D references
a March 19, 1997 order. In addition, the date of the temporary
injunction is different in the nominating letter and in the Schedule
13D. Please advise or revise as appropriate. Furthermore, while not
technically required to be provided by you to the Company, we
respectfully request that you provide us with a copy of the court
orders entered in February and March 1997 to assist us in our
evaluation of the Partnership's background and our review of your
nomination.
The March 19, 1997 Order clarified and modified the Court's
Order of February 10. The March 19, 1997 Order was not a final order. The
date contained in the Schedule 13D was February 11, 1997; the date
contained in the letter of nomination was February 10, 1997. The correct
date is February 10, 1997.
12. With respect to the next to last paragraph on page 5 of your August
22, 1997 letter, it would appear that Peter Kross and/or Talman
Financial, Inc. as well as Florence Nelson are also supporting your
nomination. Please advise or revise as appropriate. We also note
that Item 4 of the group's Schedule 13D indicates that the group
"intends to consult with . . . other shareholders of the Common Stock
or other persons to further its objectives." Please advise whether
any such consultations have occurred and, if so, whether any of such
other persons are also supporting your nomination.
As discussed above, not all the listed entities beneficially own
the shares of Company stock owned by the Partnership (and thus constitute
beneficial shareholders). Nonetheless, we have revised the notice of
intent to nominate as requested to address your beneficial ownership
issues. The status of consultations with other stockholders is not
required to be disclosed by Article 7.F. Notwithstanding, to the extent
known by the Partnership, no other stockholder is currently supporting Mr.
Nelson's nomination.
13. Please be advised that Article 7.F of the Company's Articles of
Incorporation requires your nominating materials to provide the
applicable disclosures required by Items 4, 5, 6 and 7 of Schedule
14A. It appears that your August 22, 1997 letter provides none of
the disclosures required by Items 4(b), 5(b)(1)(vi), 5(b)(1)(vii)
(amount of indebtedness as of latest practicable date), 5(b)(1)(ix),
and 6(d) (with regard to Item 403(c) of Regulation S-K). Please
revise as appropriate.
Because the Partnership has not yet made or begun a
solicitation, Item 4(b) is not yet applicable. Moreover, it appears that
the additional information requested does not "relate to" Mr. Nelson, as
required by Article 7.F. Rather, it appears that the information
requested relates to the Partnership, to a potential solicitation or to
the participants in such a solicitation. (If the parts of Article 7.F to
which you refer already required such expansive information, the
additional language of Article 7.F requiring separate information
regarding the stockholder giving notice would be surplus.) No decisions
have been made regarding the mechanics of a potential solicitation; as the
Partnership has discussed with Mr. Sydloski, the Partnership remains eager
that Mr. Nelson be nominated by the Board, which would make a solicitation
by the Partnership unnecessary.
Nonetheless, the Partnership is willing to provide the requested
information, to the extent currently possible, and has revised the notice
of intent to nominate appropriately.
14. Please confirm that all required information with respect to each
"participant" (as such term is defined in Instruction 3(a) to Item 4
of Schedule 14A) has been provided. It is noted that such term is
defined very broadly, particularly clauses (iii) and (v) of such
instruction.
As discussed above, Article 7.F does not appear to require
information regarding each "participant," but only information
specifically related to the nominee as a participant under Schedule 14A.
However, the Partnership has revised the notice of intent to nominate to
include information regarding those entities that would currently be
considered "participants" if the Partnership engaged in a solicitation.
15. It is unclear why LaSalle Capital Management, Inc. and Talman
Financial, Inc. are not included as reporting persons in the cover
pages for the Schedule 13D, particularly since such corporations
constitute the links between the Partnership on the one hand and
Messrs. Nelson and Kross on the other. It would also appear that
Florence Nelson is a member of the group. See Rule 13d-5(b)(1) and
Instruction (1) for Cover Page of Schedule 13D. Please advise or
revise as appropriate.
As discussed above, the Partnership's Schedule 13D is not
germane to the completeness of the Partnership's notice of intent to
nominate. Moreover, none of the additional listed entities are members of
a "group" pursuant to Section 13.
16. The business address and principal business address of each of the
corporate general partners should be disclosed pursuant to Items
5(b)(1)(I) and (ii) of Schedule 14A and Items 2(b) and (c) of Schedule
13D. See General Instruction C to Schedule 13D.
The requested information has been provided in the notice of
intent to nominate.
These revisions to the notice of intent to nominate fully
satisfy your requests. If you have additional requests, we would be happy
to consider those and promptly provide additional information if
necessary. In the meantime, I look forward to shortly hearing from the
Company the status of the Partnership's earlier request that I be made a
Board nominee for election to the Board of Directors.
Very truly yours,
LASALLE FINANCIAL PARTNERS, L.P.
By: LaSalle Capital Management, Inc.
By: /s/ Richard J. Nelson
Richard J. Nelson, President
EXHIBIT 6
LASALLE FINANCIAL PARTNERS, L.P.
Suite 500
350 E. Michigan Avenue
Kalamazoo, Michigan 49007
______________________
Telephone (616) 344-4993
Facsimile (616) 382-2382
September 9, 1997
James A. Koessel
Vice President and Secretary
Bank West Financial Corporation
2185 Three Mile Road, N.W.
Grand Rapids, Michigan 49544
Re: Revised Notice of Intent to Nominate One Director
Dear Mr. Koessel:
In accordance with the requests you made in your letter of September
5, 1997, this letter constitutes a revised notice of intent by LaSalle
Financial Partners, Limited Partnership (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. As discussed in an accompanying letter to you of the same
date as this letter, the revisions are not actually required, but the
Partnership has revised certain provisions in order to ensure proper
treatment of this notice by 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 of the Corporation, par value $0.01 per share (the "Common
Stock"), of which shares 109,000 are held in a brokerage account at Bear,
Stearns & Co. and 10,000 shares are held of record by the Partnership.
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.
Background Information
A. Employment, Addresses, Etc.
For more than the past five years, Richard J. Nelson has been principally
employed as the President of LaSalle Capital Management, Inc. ("LaSalle
Capital Management"). LaSalle Capital Management is not a parent,
subsidiary or other affiliate of the Corporation. Mr. Nelson's age is 53.
His business address is 350 East Michigan, Suite 500, Kalamazoo, Michigan
49007. His residence address is 605 West Inkster, Kalamazoo, Michigan
49008. Florence Nelson, Mr. Nelson's wife, has the same residence address
as Mr. Nelson. Mrs. Nelson is a homemaker and is not otherwise employed.
Peter T. 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 (which is also the
business address of Mr. Kross). Mr. Kross's residence address is 248
Grosse Pointe Boulevard, Grosse Pointe Farms, Michigan 48236.
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 are LaSalle Capital Management and Talman Financial, Inc.
("Talman Financial").
The business address of LaSalle Capital Management is 350 East Michigan,
Suite 500, Kalamazoo, Michigan 49007. The principal business of LaSalle
Capital Management is management consulting specializing in financial
institution corporate restructurings. LaSalle Capital Management is a
Michigan corporation owned by Mr. and Mrs. Nelson. The executive officers
and directors of LaSalle Capital Management are Mr. Nelson, who serves as
President and a director, and his wife Florence Nelson, who serves as
Secretary, Treasurer and a director.
The business address of Talman Financial is 248 Grosse Pointe Boulevard,
Grosse Pointe Farms, Michigan 48236. The principal business of Talman
Financial is being a general partner of the Partnership. Mr. Kross is the
sole owner, director and executive officer of Talman Financial.
The Partnership, Mr. Nelson, Peter Kross, Florence Nelson, LaSalle Capital
Management, Inc., and Talman Financial, Inc. are sometimes collectively
referred to herein as the "Potential Participants."
B. Shares Owned Either Beneficially or Of Record.
As set forth below, each of the Potential Participants may be deemed to
beneficially own the 119,000 shares of Common Stock beneficially owned by
the Partnership. The Partnership does not state that the Potential
Participants actually beneficially own such shares, but has included their
names herein in response to the Corporation's request. None of the
Potential Participants nor any of their associates (as defined in
Regulation 14A) owns any other shares of Common Stock, either beneficially
or of record. None of the shares listed below are shares with respect to
which the listed beneficial owner has the right to acquire beneficial
ownership.
Amount and Nature Percent of
Title of Class Name and Address of Ownership Class
Common Stock LaSalle Financial 119,000 shares 6.7%
Partners beneficially
(address above) owned
Common Stock Richard J. Nelson 119,000 shares 6.7%
(address above) beneficially
owned
Common Stock Peter T. Kross 119,000 shares 6.7%
(address above) beneficially
owned
Common Stock Florence Nelson 119,000 shares 6.7%
(address above) potentially
beneficially
owned
Common Stock LaSalle Capital 119,000 shares 6.7%
Management potentially
(address above) beneficially
owned
Common Stock Talman Financial 119,000 shares 6.7%
(address above) potentially
beneficially
owned
C. Interest of Certain Persons in Matters to be Acted Upon
In connection with the Partnership, all decisions regarding voting and
disposition of shares of Common Stock are made jointly by the chief
executive officers of the general partners of the Partnership (LaSalle
Capital Management and Talman Financial), i.e., by Messrs. Nelson and
Kross. Profits of the Partnership are divided among its general partners,
LaSalle Capital Management and Talman Financial, and its limited partners.
No contractual arrangements have been with respect to the giving or
withholding of proxies of the Corporation; decisions regarding proxies
would be made by Messrs. Nelson and Kross.
Except potentially in connection with the Partnership and as otherwise set
forth herein, none of the Potential Participants has 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.
D. Other information relating to such person that is required to be
disclosed in a solicitation of proxies for the election of directors
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended.
Directorships of Other Publicly Owned Companies
Mr. Kross currently serves as a director of Dravo Corporation. His term
expires April, 2000. None of the other Potential Participants is
currently serving as a director of any corporation, partnership or other
entity that has a class of securities registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended, or is 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, 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 Potential Participants, there are no material proceedings to which the
Potential Participants, or any associate of any of them, is a party
adverse to the Corporation or any of its subsidiaries, and neither the
Potential Participants nor any associate of any of them has a material
interest adverse to the Corporation or any of its subsidiaries.
Positions or Offices with the Corporation
None of the Potential Participants holds any position or office with the
Corporation.
Potential Solicitation Methods
When and if a solicitation is made, it would most likely be made by the
Partnership through the distribution of proxy materials to shareholders.
No regular employees of the Partnership would probably be employed in the
solicitation. The Partnership's counsel, Foley & Lardner, would probably
assist in the solicitation; no contract or arrangement specifically for
the solicitation has been made with Foley & Lardner. It is possible that
a proxy solicitor might be hired; no decision has been made in that regard
and no contract or arrangement has been entered into. No estimate of cost
has been made. It is unknown what the approximate number of employees of
any person involved in the solicitation would be.
In addition to the use of the mails, proxies might be solicited by the
Potential Participants and/or their employees by telephone, telegram, and
personal solicitation, for which no additional compensation will be paid
to those persons engaged in such solicitation.
The total amount that would be spent on a solicitation is unknown. No
expenditures have been made to date in connection with a potential
solicitation. Legal fees have been incurred in connection with notice of
intent to nominate, which does not constitute a solicitation. The cost of
any solicitation would be borne entirely by the Partnership. The
Partnership would probably intend to seek reimbursement from the
Corporation for its reasonable expenses in connection with a solicitation;
it is unknown whether the question of such reimbursement would be
submitted to a vote of holders of the Common Stock.
Purchases of Stock of the Corporation
The following transactions are the only transactions with regard to the
Common Stock made by the Partnership within the past two years. Other
than the transactions listed below, the Potential Participants have made
no purchases or sales of Common Stock within the past two years.
PURCHASE OR COST OR PRICE
DATE SALE NUMBER OF SHARES PER SHARE
5/7/96 Purchase 7,000 $9.13
5/8/96 Purchase 10,000 $9.13
5/8/96 Purchase 20,000 $9.00
5/9/96 Purchase 11,000 $9.00
5/10/96 Purchase 10,000 $9.06
6/27/96 Purchase 2,500 $10.88
7/22/96 Sale 10,500 $12.17
7/24/96 Sale 2,000 $11.88
7/25/96 Sale 6,700 $11.88
7/26/96 Sale 12,000 $11.88
8/16/96 Purchase 20,000 $11.88
8/29/96 Purchase 5,000 $11.92
8/29/96 Sale 15,000** $11.88
8/29/96 Sale 4,300 $11.75
8/29/96 Sale 35,000** $11.88
5/13/97 Purchase 25,000 $12.56
5/16/97 Purchase 20,000 $12.88
5/20/97 Purchase 2,000 $12.75
5/30/97 Purchase 10,000 $13.75
6/25/97 Purchase 5,000 $13.75
6/26/97 Purchase 10,000 $13.75
7/15/97 Purchase 5,000 $13.63
7/17/97 Purchase 3,000 $13.63
7/18/97 Purchase 4,000 $13.63
8/18/97 Purchase 27,000 $14.92
8/21/97 Purchase 3,000 $16.13
8/22/97 Purchase 5,000 $16.25
** means that the shares indicated were sold to the Corporation through
Everen Securities in an agency transaction.
The amount of funds expended to date by the Partnership to acquire
the shares of the Common Stock currently held by the Partnership 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. The Partnership estimates that its total
indebtedness to Bear Stearns as of the date of this letter is
approximately $7,747,449.22; the Partnership is unable to determine what
portion of that indebtedness relates specifically to purchases of the
Common Stock.
Arrangements or Understandings:
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
will probably agree to reimburse Mr. Nelson for any out-of-pocket expenses
that he incurs in connection with any solicitation of proxies made by the
Partnership for use at the 1997 Annual Meeting of Stockholders of the
Corporation; no other arrangements or understandings have been made or are
contemplated with Mr. Nelson. To the Partnership's knowledge, none of the
Potential Participants has any arrangement or understanding with any other
person pursuant to which such Potential Participant was or is to be
selected as a director or nominee for election as a director of the
Corporation. Except as otherwise set forth herein, none of the Potential
Participants nor any associate of any of them has any arrangement or
understanding with any person with respect to any future employment by the
Corporation or its affiliates or with respect to any future transactions
to which the registrant or any of its affiliates will or may be a party.
Family Relationships
None of the Potential Participants has any family relationship with any
director or officer of the Corporation. Except for Mr. Nelson's
relationship with his wife, Florence Nelson, there is no family
relationship between any of the Potential Participants.
Involvement in Certain Legal Proceedings
To the best knowledge of the Partnership, and based on information
provided by Mr. Nelson and the Potential Participants:
(i) Since January 1, 1992 no petition under the Federal bankruptcy
laws or any state insolvency law has been filed by or against Mr. Nelson
or any of the other Potential Participants, and no receiver, fiscal agent
or similar officer has been appointed by a court for business or property
of Mr. Nelson or any of the other Potential Participants. In addition,
since January 1, 1992, 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 or any of the other
Potential Participants is or was a general partner at or within two years
before the time of such filing, or any corporation or business association
of which Mr. Nelson or any of the other Potential Participants is or was
an executive officer at or within two years before the time of such
filing.
(ii) Neither Mr. Nelson nor any of the other Potential Participants
has been convicted in a criminal proceeding nor has been named as the
subject of any pending criminal proceeding (excluding traffic violations
and other minor offenses).
(iii) 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, Limited Partnership (the former
name of the Partnership), Mr. Nelson and the other Potential Participants
(except for Mrs. 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 Corporation. 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 Mr. Nelson and the other Potential Participants:
(i) Since July 1, 1996, except for the purchase of 50,000 shares of
Common Stock by the Corporation from the Partnership in an agency
transaction on August 29, 1996 (identified on the chart above), neither
Mr. Nelson nor any of the other Potential Participants nor any of their
associates has had any direct or indirect 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 of
the other Potential Participants nor any of their associates has any
direct or indirect 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 July 1, 1996, neither Mr. Nelson nor any of the other
Potential Participants nor any of their associates 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 July 1, 1996, neither Mr. Nelson nor any of
the other Potential Participants nor any of their associates has been an
officer, director, partner or employee of, nor have they 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 July 1, 1996, neither Mr. Nelson nor any of the other
Potential Participants nor any of their associates nor any firm,
corporation or organization of which any 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 any of them has a
substantial beneficial interest or as to which any 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. Nelson nor any of the other Potential Participants nor any of
their associates 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.
Other Stockholders Supporting the Nomination
Except for the other Potential Participants, who are supporting Mr.
Nelson's nomination and who may be deemed to beneficially own the shares
of Common Stock beneficially owned by the Partnership, no other
stockholder is known to the Partnership to be supporting Mr. Nelson as a
nominee.
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, Limited Partnership, 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 as a director of Bank West Financial
Corporation if elected at such Annual Meeting.
/s/ Richard J. Nelson
Richard J. Nelson
Dated: September 9, 1997
EXHIBIT 7
LASALLE FINANCIAL PARTNERS, L.P.
Suite 500
350 E. Michigan Avenue
Kalamazoo, Michigan 49007
______________________
Telephone (616) 344-4993
Facsimile (616) 382-2382
September 10, 1997
James A. Koessel
Vice President and Secretary
Bank West Financial Corporation
2185 Three Mile Road, N.W.
Grand Rapids, Michigan 49544
Re: Demand For Stock Ledger, Stockholder List and Books and Records
Dear Mr. Koessel:
Pursuant to the applicable provisions of Michigan law, LaSalle
Financial Partners, Limited Partnership (the "Partnership"), hereby
demands an opportunity to inspect during normal business hours the stock
ledger, current list of the stockholders (in alphabetical order, setting
forth the name and address of each stockholder and the number of shares
registered in the name of each such stockholder, as of the most recent
date available), and books and records of Bank West Financial Corporation
(the "Corporation"), and an opportunity to make copies of or extracts from
such documents. The Partnership hereby certifies to the Corporation that
it is the record owner of 10,000 shares of common stock of the
Corporation, as evidenced by the enclosed copy of stock certificate
#BW1978.
In connection with the foregoing demand, the Partnership further
demands the opportunity to inspect and copy the following, updated as of
the record date for the 1997 Annual Meeting of Stockholders, all of which
should be in the possession of the Corporation or one of its agents:
All daily stock transfer sheets showing changes in the stockholder list
referred to in the preceding paragraph which are in or come into the
possession of the Corporation or the transfer agent(s) for the common
stock of the Corporation beginning the day following the date of such
list.
All information in the Corporation's possession and/or subject to its
direction or control and/or which can be obtained from nominees of
any central depository system relating to the breakdown of all
brokerage and financial institutions holding shares for their
customers in street name and a breakdown of holdings which appear on
the corporate stock ledger under the names of any central depository
system (e.g., Cede & Co.).
A list of the names, addresses and securities positions of non-objecting
beneficial owners and acquiescing beneficial owners obtained by the
Corporation from brokers and dealers pursuant to the applicable rules
promulgated under the Securities Exchange Act of 1934, as amended.
If such list is not available as of a recent date, such list should
be requested.
A list of the names and addresses of employee participants in any stock
ownership plan of the Corporation as of the date of the stockholder
list.
The Pershing/DLJ omnibus proxy list.
The Philadep omnibus proxy list.
Any other omnibus proxies produced by ADP for client banks or brokers,
listing among other things any respondent positions.
Any omnibus proxy produced by Bank of New York, or any other bank or
broker, listing among other things any respondent positions.
Any record date information provided by ADP relative to shares held for
their clients, and the number of holders at each of their client
firms holding shares of the Corporation.
All minutes or other records of any meeting or any action or discussion at
any meeting of the Board of Directors or a committee of the Board of
Directors relating in any way to the election of directors at the
1997 Annual Meeting of Stockholders (including, without limitation,
any recommendations or communications to or from stockholders
regarding director nominations or election of directors).
All documents constituting, referring to or relating to any amendments to
the Bylaws or Articles of Incorporation of the Corporation proposed
or approved within the past two years.
The Partnership further demands that modifications of, additions to
or deletions from, any and all information referenced above subsequent to
the date of the stockholder list referred to above be furnished to the
Partnership as and when the same becomes available to the Corporation or
its agents or representatives. In the event any or all of the information
encompassed by this demand is available in the form of computer tape or
other medium suitable for use by computer or word processor, the
Partnership demands inspection and copying of such computer tape or other
medium as well as any program, software, manual or other instructions
necessary for the practical use of such information.
Foley & Lardner, which is acting as counsel to the Partnership, or
its designated agents, are authorized to make the above-referenced
inspection and receive copies on behalf of the Partnership pursuant to the
Power of Attorney attached hereto.
The Partnership will bear the reasonable costs incurred by the
Corporation (including those of its transfer agent(s)) in connection with
the production of the information which demand is made herein.
The purposes for requesting such inspection and copying are to
communicate with stockholders regarding the earnings and growth strategies
of the Corporation to maximize stockholder value (including, without
limitation, the pursuit of a possible business combination) and to
facilitate the Partnership's solicitation of proxies in connection with
its notice to nominate Richard J. Nelson for election to the Corporation's
Board of Directors at the 1997 Annual Meeting of Stockholders.
Under applicable Michigan law, the Corporation is required to respond
to this request within five (5) business days after receiving this letter.
Please advise our counsel, Phillip M. Goldberg of Foley & Lardner, One IBM
Plaza, 330 N. Wabash Avenue, Chicago, Illinois 60611-3608 (telephone
number: 312-755-1900) as to when the items sought will be made available,
and in what form.
Very truly yours,
LASALLE FINANCIAL PARTNERS,
LIMITED PARTNERSHIP
By: LaSalle Capital Management, Inc.
By: /s/ Richard J. Nelson
Richard J. Nelson, President
<PAGE>
STATE OF MICHIGAN )
COUNTY OF WAYNE ) ss:
)
Richard J. Nelson, having been first duly sworn according to law, did
depose and say that he is the President of LaSalle Capital Management,
Inc., a General Partner of LaSalle Financial Partners, Limited Partnership
(the "Partnership"), that he is authorized on behalf of the Partnership to
execute the foregoing Demand for Stock Ledger, Stockholder List and Books
and Records and to make the demands, designations, authorizations and
representations contained therein, and that the matters contained in the
foregoing Demand for Stock Ledger, Stockholder List and Books and Records
are true and correct.
SWORN AND SUBSCRIBED before me this 10th day of September, 1997.
/s/ Janine K. Scott
Notary Public
My Commission Expires: 4-29-01
<PAGE>
POWER OF ATTORNEY
STATE OF MICHIGAN )
COUNTY OF WAYNE ) ss:
)
I, Richard J. Nelson, having full authority to do so on behalf
of LaSalle Financial Partners, Limited Partnership, do hereby make,
constitute and appoint the law firm of Foley & Lardner, or any of its
designated agents, to act on its behalf, to inspect and receive copies of
the stockholder records of Bank West Financial Corporation requested in
the accompanying demand.
LASALLE FINANCIAL PARTNERS,
LIMITED PARTNERSHIP
By: LaSalle Capital Management, Inc.
By: /s/ Richard J. Nelson
Richard J. Nelson, President
Sworn to and subscribed before me
this 10th day of September, 1997.
/s/ Janine K. Scott
Notary Public
My Commission Expires: 4-29-01
