UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)
HF BANCORP, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
403910102
(CUSIP Number)
Phillip M. Goldberg
Foley & Lardner
One IBM Plaza
330 North Wabash Avenue
Suite 3300
Chicago, Illinois 60611
(312) 755-1900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 8, 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. 403910102
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 358,160 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
358,160 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
358,160 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.7%
14 Type of Reporting Person
PN
<PAGE>
CUSIP No. 403910102
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 358,160 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
358,160 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
358,160 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.7%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 403910102
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 358,160 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
358,160 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
358,160 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.7%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 403910102
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>
Item 1. Security and Issuer
This Schedule 13D is being filed jointly by LaSalle Financial
Partners, Limited Partnership (the "Partnership"), Richard J. Nelson,
Peter T. Kross and Florence Nelson (the "Group") and relates to the common
stock, $.01 par value (the "Common Stock"), of HF Bancorp, Inc. (the
"Issuer"). The address of the principal executive offices of the Issuer
is 445 E. Florida Avenue, Hemet, CA 92543. The joint filing agreement of
the members of the Group is filed herewith as Exhibit 1.
Item 2. Identity and Background
(a)-(c) The Partnership is a Delaware limited partnership.
The address of the Partnership's principal business and its principal
office is 259 E. Michigan, Suite 405, 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 259 E.
Michigan, Suite 405, Kalamazoo, Michigan 49007. Mrs. Nelson is a
homemaker and is not otherwise employed. Mr. Kross is the sole director
and the sole executive officer of Talman Financial, Inc. Mr. Kross is
employed as a Senior Vice President of EVEREN Securities, Inc., a
securities broker-dealer the address of which is 440 E. Congress, Third
Floor, Detroit, Michigan 48226. Mr. Kross's residence address is 248
Grosse Pointe Boulevard, Grosse Pointe Farms, Michigan 48236.
(d)-(e) During the past five years, none of the Partnership,
the General Partners, Mr. Nelson, Mrs. Nelson or Mr. Kross has been
convicted in a criminal proceeding (excluding traffic violations).
On December 9, 1996, Standard Financial, Inc. filed a civil
lawsuit (case No. 96-C-8037) in the United States District Court for the
Northern District of Illinois (the "Court") naming as defendants the
Partnership, the General Partners, Mr. Kross and Mr. Nelson. The lawsuit
requested injunctive and other relief relating to a Schedule 13D filing
with respect to beneficial ownership of Standard Financial, Inc.'s common
stock. While the Court entered certain preliminary orders in February and
March, 1997, those orders were subsequently vacated on October 9, 1997.
During the past five years, Mrs. Nelson has not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in her being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(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 $5,766,340. 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 the Transaction
The Group's goal is to profit from appreciation in the market
price of the Common Stock. The Group expects to actively assert
shareholder rights, in the manner described below, with the purpose to
influence the policies of the Issuer, in particular 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.
The Partnership intends to soon request access to certain
shareholder materials in order to maximize its options with respect to the
Issuer, including with regard to the possibility of electing a member or
members of the Issuer's Board of Directors. The Group intends to work
with the Issuer to attempt to influence the Board of Directors to consider
all possible strategic alternatives available to the Issuer in order to
increase the market price of the Common Stock. One way of achieving this
goal is to seek out another financial institution and attempt to implement
a business combination. The Group is interested in influencing the
Issuer's Board of Directors to explore seriously, in consultation with
independent financial advisors, this and other possible means of improving
the market price of the Common Stock, to the extent such options may not
have already been fully explored. The Group intends to continue to
evaluate, on an ongoing basis, the possibility of obtaining representation
on the Issuer's Board of Directors. To the extent such actions 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 358,160 shares of the Common Stock that the
Partnership owns, constituting approximately 5.7% 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, 1998. Florence Nelson expressly disclaims
beneficial ownership of such shares. 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 358,160
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 during 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
3/16/98 600 $16.88
5/4/98 10,000 $16.63
5/5/98 1,000 $16.63
5/6/98 1,600 $16.75
5/7/98 4,000 $16.75
5/8/98 4,000 $15.50
5/8/98 8,000 $15.31
5/8/98 5,000 $15.38
5/8/98 30,000 $15.44
5/13/98 2,300 $15.88
5/15/98 5,000 $16.00
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 July 7, 1997, between
the Partnership and each of the subsidiaries of The Bear
Stearns Companies Inc.
<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: May 18, 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
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.1 Exhibit 1 Joint Filing Exhibit
99.2 Exhibit 2 Professional Account Agreement
EXHIBIT 99.1
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: May 18, 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 99.2
Professional Account Agreement
This Agreement (this "Agreement") sets forth the terms and
conditions on 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 and 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 subsidiaries being collectively referred to hereinafter as
"Bear Stearns").
2. APPLICABLE LAWS, RULES 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
rules and regulations of 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; REGISTRATION OF SECURITIES. 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 or 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 all of 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 commencement of a 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 account(s) with any Bear Stearns
entity, or your death, mental incompetence or dissolution, or any other
grounds for insecurity, as determined by Bear Stearns in its sole
discretion (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 any or all agreements you may then have with any
Bear Stearns entity, whether heretofore or hereafter entered into. In the
event of any 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 exercise any and all options and other rights to
accelerate, cancel, terminate, liquidate, close out and net the settlement
payments and/or delivery obligations under any or all outstanding
transactions and/or to purchase or sell any other securities or property
to offset market risk, and to 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
incurred or 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, each Bear Stearns entity 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, 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 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
account(s) in accordance with the methods described in such statement or
in any amendment 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 accounts 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 introducing 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 your 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 provisions, shall be
applicable to all matters between or among any of you, your broker and its
employees and Bear Stearns and its employees.
10. COLLECTION AND OTHER ACCOUNT-RELATED COSTS. You hereby agree to
pay, on demand, all reasonable direct and indirect costs, liabilities and
damages incurred by Bear Stearns (including, without limitation, costs of
collection, attorneys' 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 third-party system, or
(iv) Bear Stearns acting in reliance upon your instructions or, if your
account is introduced to Bear Stearns by another broker, the instructions
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)
for any and all such costs, including, without limitation, costs incurred
in connection with the liquidation of any 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 have
been 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 of
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 and other communications (including, without limitation, margin
calls) delivered, faxed, sent by express delivery service or mailed to the
address provided by you shall, until Bear Stearns has received notice in
writing of a different address, be deemed to have been personally
delivered to you. Margin calls may also be 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 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 ACCOUNT. 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 and 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 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 deposit promptly 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 paragraphs 3 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"
without the meaning of Sections 555 and 741(7) of the U.S. Bankruptcy Code
and any successors thereto. Unless you advise Bear Stearns in writing to
the contrary, you 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
Bear Stearns 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 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, claim, 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 of time 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 harmless Bear Stearns from all 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) that will set forth the terms and conditions under which
your executing broker(s) will be authorized to accept orders from you
for settlement by Bear Stearns (the "Prime Brokerage Agreement").
Bear Stearns will accept for clearance and settlement trades executed
on your behalf by such executing broker(s) as you may designate from
time to time. On the day following each such 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 "OK'd" ("indicated 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
the notification sent to you under subparagraph (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 OK 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
subparagraph (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 "OK" ("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 25,
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 hereby agree that this Agreement and
all of the terms hereof shall be binding upon you and 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
such modification, you must notify Bear Stearns in writing; your account
may then be terminated by Bear Stearns, after which you will remain liable
to Bear Stearns for all outstanding liabilities and obligations.
Otherwise, this Agreement may not be 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 LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
ANY CONFLICTS OF LAW PRINCIPLES 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 appeal
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 or 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 until (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. The
award of the arbitrators, or of a majority of them, shall be
final and judgment upon the award rendered may be entered in
any court, state or federal, having jurisdiction.
25. SEVERABILITY. If and to the extent any term or provision
herein 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 hereof 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 intention 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
or electronic communications between you and Bear Stearns or 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 any 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 and 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
Bear Stearns entity to the extent that the subject matter thereof is dealt
with in this Agreement and the provisions of such other agreement would
deny any 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 and
protect the security interest granted 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 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 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)
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 Financial Partners, L.P.
(Signed or Printed Name of Partnership;
Must Be Same as "Account Owner" on
Previous Page)
By: Richard J. Nelson, President
LaSalle Capital Management, Inc.
(Authorized Signatory of
General Partner)
Print Name:
Talman Financial, Inc.
(Printed Name and Title of Signatory or
Name of GP if General Partner is itself a
Partnership)
By:
Authorized Signatory and Title of GP if
General Partner is itself a Partnership;
otherwise, blank)
If Account is Owned by a Corporation or LLC:
Account Name:
_______________________________________
(Signed or Printed Name of Company;
Must Be Same as "Account Owner" on
Previous Page)
By
(Authorized Signature)
Print Name:
_______________________________________
(Printed Name and Title of Signatory or
Name of GP if General Partner is itself a
Partnership)
By
(Authorized Signatory and Title of GP if
above signer is itself a Partnership;
otherwise, blank)
Accepted and Agreed To:
___________________________________
For the Bear Stearns Companies Inc. and
its Subsidiaries
<PAGE>
__________________
(Account Number)
PARTNERSHIP ACCOUNT AGREEMENT
To: Bear Stearns Securities Corp.
One Metrotech Center North
Brooklyn, New York 11201
In connection with your carrying a partnership account
(which may be a joint venture) in the name of
____________________________, a duly organized partnership or
joint venture (referred to herein as the "Partnership") of which
each of the following persons is a General Partner:
(Print Name(s) of General Partner(s)) (Signature(s) of General Partner(s))
Talman Financial, Inc. ____________________________________
________________________________ Peter T. Kross, President
LaSalle Capital Management, Inc. ____________________________________
________________________________ Richard J. Nelson, President
________________________________ ____________________________________
(attach additional pages hereto if necessary)
by signing above, each General Partner hereby confirms that such person
has unlimited liability for the obligations of the Partnership and each
and every General Partner shall have authority on behalf of the
Partnership to establish and maintain one or more accounts which may be
margin accounts with Bear Stearns Securities Corp. ("Bear Stearns
Securities") for the purpose of purchasing, investing in, or otherwise
acquiring, selling (including short sales), possessing, transferring,
exchanging, pledging, financing, engaging in repurchase or reverse
repurchase transactions or otherwise disposing of, or realizing upon,
and generally dealing in and with (a) any and all forms of securities
including, but not by way of limitation of, shares, stocks, listed or
OTC options, bonds, debentures, notes, scrip, participation
certificates, rights to subscribe, option warrants, certificates of
deposit, mortgages, GNMAs, FHLMCs, FNMAs, privately issued mortgage
pass through certificates, multi family project loans insured
by the Federal Housing Administration, forward contracts, standby
contracts, choses in action, evidences of indebtedness, commercial
paper, certificates of indebtedness and certificates of interest of
any and every kind and nature whatsoever, secured or unsecured,
whether represented by trust, participating and/or other certificates
or otherwise; and (b) any and all commodities, commodity futures
contracts, commodity options and options on commodity futures.
The authority hereby conferred and the representations herein
made shall remain in effect until written notice to the contrary is
received by Bear Stearns Securities and shall inure to the benefit of
Bear Stearns Securities, its controlling persons, successors and
assigns.
Bear Stearns Securities is instructed to direct all notices or
communications including demands, notices, confirmations, reports and
statements of account, for the Partnership in connection with the
Partnership account as follows:
Name: LaSalle Financial Partners, L.P.
__________________________________
By: /s/ Richard J. Nelson
(Signature of General Partner)
Address: 350 E. Michigan Ave.
Suite 500
Kalamazoo, MI 49007
Date: July 7, 1997
