UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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)
June 2, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
<PAGE>
CUSIP No. 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 168,967 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
168,967 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
168,967 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.4%
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 168,967 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
168,967 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
168,967 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.4%
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 168,967 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
168,967 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
168,967 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
6.4%
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)
0%
14 Type of Reporting Person
IN
<PAGE>
This is Amendment No. 4 to a Schedule 13D filed jointly by
LaSalle Financial Partners, Limited Partnership (the "Partnership"),
Richard J. Nelson, Peter T. Kross and Florence Nelson (the "Group") on
August 25, 1997 (as earlier amended, the "Original 13D") 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 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 $1,615,253. 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.
This Amendment No. 4 is being filed because, as described more fully
below, on June 2, 1998, the Board of Directors of the Issuer agreed to
nominate a representative of the Partnership for election to the Board.
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.
In August and September, 1997, the Partnership and the Issuer
engaged in discussions and correspondence regarding the Partnership's
interest in nominating Mr. Nelson for election as a director of the
Issuer. The Partnership sent the Issuer a notice of intent to nominate
Mr. Nelson for election to the Issuer's Board of Directors. In response
to the Issuer's expanding its Board of Directors from eight to nine
individuals and the nomination by the Board of Directors of Mr. Harry E.
Mika as a Board nominee for election to the Board of Directors, in
September, 1997, the Partnership withdrew its notice of intent to nominate
Mr. Nelson. Copies of documentation regarding these activities are
attached as Exhibits 3-12.
Following discussions with the Partnership, by letter dated June
2, 1998, the Board of Directors of the Issuer agreed to nominate a
representative of the Partnership for election to the Board at the 1998
annual meeting of shareholders of the Issuer. A copy of that letter is
attached as Exhibit 13. The Partnership currently intends that the
Partnership's representative will be Walter Riley.
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. 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 168,967 shares of the Common Stock that the
Partnership owns, constituting approximately 6.4% 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, 1998. 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 168,967
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) No purchases or sales of the Common Stock have been made by
the Partnership within the past sixty days.
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.*
8 Letter from Phillip M. Goldberg to Gerald F. Heupel, Jr.,
dated September 10, 1997.*
9 Letter from Gerald F. Heupel, Jr. to Phillip M. Goldberg,
dated September 12, 1997.*
10 Letter from Gerald F. Heupel, Jr. to Richard J. Nelson,
dated September 17, 1997.*
11 Letter from Richard J. Nelson to James A. Koessel, dated
September 19, 1997.*
12 Press release issued by LaSalle Financial Partners, Limited
Partnership, dated September 23, 1997.*
13 Letter from Paul W. Sydloski to Peter T. Kross, dated June
2, 1998.
______
*Previously filed with the SEC as part of the Original 13D.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: June 8, 1998
LaSALLE FINANCIAL PARTNERS, LIMITED PARTNERSHIP
By: LaSALLE CAPITAL MANAGEMENT, INC.
a General Partner
By: /s/ Richard J. Nelson
Richard J. Nelson, President
/s/ Richard J. Nelson
Richard J. Nelson
/s/ Peter T. Kross
Peter T. Kross
/s/ Florence Nelson
Florence Nelson
EXHIBIT 13
BANK WEST, Financial Corporation
_________________________________________________________________________
2185 3 Mile Road N.W. - P.O. Box 141220 - Grand Rapids, Michigan
49514-1220 - 616-785-3400
June 2, 1998
Mr. Peter T. Kross
Everen Securities
440 E. Congress
3rd Floor
Detroit, Michigan 48226
Dear Peter:
As we have discussed, the Board of Directors of Bank West Financial
Corporation (the "Corporation") met yesterday and agreed to nominate a
representative of LaSalle Financial Partners ("LaSalle") as a director of
the Company for election by stockholders at the 1998 annual meeting.
LaSalle's representative would also be appointed as a director of the Bank
at the same time. In return, we understand that LaSalle does not intend
to submit any shareholder proposal or nominate a separate slate of
directors.
The Board's action yesterday was subject to LaSalle's representative being
named and qualified. In our discussion earlier today, you indicated that
LaSalle's representative would be Walter Riley. Please provide us with
the background and qualifications of Mr. Riley, together with any
information that would need to be included in the proxy statement. The
board will review this information at its next meeting and confirm Mr.
Riley's nomination at that time. Pursuant to your request, the Board will
also consider at its next meeting the pros and cons of appointing Mr.
Riley as a director prior to the stockholders' meeting.
We appreciate being able to avoid the time and expense of a proxy contest.
As we indicated last year when Harry Mika was added as director nominee
for the 1997 annual meeting, the Board of Directors believes in
shareholder representation on the Board. We look forward to working with
LaSalle's representative as we continue to act in the best interest of all
shareholders.
Sincerely,
/s/ Paul W. Sydloski
Paul W. Sydloski, President
and Chief Executive Officer
cc: Mr. Richard Nelson
LaSalle Financial Partners LLP
