-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WmmCcllXfBP8bu1i0/nXVKXqiizWPVajfPZ0bohlbHge6eQef0WCyxck+9cOBejd bpOUT7/oqEHkmWq1ht1kjQ== 0000897069-98-000231.txt : 19980420 0000897069-98-000231.hdr.sgml : 19980420 ACCESSION NUMBER: 0000897069-98-000231 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980417 SROS: NASD GROUP MEMBERS: FLORENCE NELSON GROUP MEMBERS: LASALLE FINANCIAL PARTNERS LP GROUP MEMBERS: PETER T. KROSS GROUP MEMBERS: RICHARD J. NELSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HMN FINANCIAL INC CENTRAL INDEX KEY: 0000921183 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 411777397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46195 FILM NUMBER: 98596449 BUSINESS ADDRESS: STREET 1: 101 N BROADWAY CITY: SPRING VALLEY STATE: MN ZIP: 55975-1223 BUSINESS PHONE: 5073461100 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LASALLE FINANCIAL PARTNERS LP CENTRAL INDEX KEY: 0001020426 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 350 E MICHIGAN STREET 2: SUITE 500 CITY: KALAMAZOO STATE: MI ZIP: 49007 BUSINESS PHONE: 6163444993 MAIL ADDRESS: STREET 1: 350 E MICHIGAN STREET 2: SUITE 500 CITY: KALAMAZOO STATE: MI ZIP: 49007 FORMER COMPANY: FORMER CONFORMED NAME: LASALLE FINANCIAL PARTNRES LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19970623 FORMER COMPANY: FORMER CONFORMED NAME: LASALLE/KROSS PARTNERS LP DATE OF NAME CHANGE: 19960805 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) HMN FINANCIAL, INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 40424G108 (CUSIP Number) Charles R. Haywood Foley & Lardner One IBM Plaza 330 North Wabash Avenue Suite 3300 Chicago, Illinois 60611 (312) 755-1900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 17, 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 [ ]. 1 Name of Reporting Person S.S. or I.R.S. Identification Number of Above Person (optional) LaSalle Financial Partners, Limited Partnership 2 Check The Appropriate Box If a Member of a Group (a)[X] (b)[ ] 3 SEC Use Only 4 Source of Funds: WC, OO 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [X] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power 0 shares Number of Shares 8 Shared Voting Power Beneficially 403,600 shares Owned By Each Reporting 9 Sole Dispositive Power Person With 0 shares 10 Shared Dispositive Power 403,600 shares 11 Aggregate Amount Beneficially Owned by Each Reporting Person 403,600 shares 12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 9.7% 14 Type of Reporting Person PN 1 Name of Reporting Person S.S. or I.R.S. Identification Number of Above Person (optional) Richard J. Nelson 2 Check The Appropriate Box If a Member of a Group (a)[X] (b)[ ] 3 SEC Use Only 4 Source of Funds: Not Applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [X] 6 Citizenship or Place of Organization United States 7 Sole Voting Power 0 shares Number of Shares 8 Shared Voting Power Beneficially 403,600 shares Owned By Each Reporting 9 Sole Dispositive Power Person With 0 shares 10 Shared Dispositive Power 403,600 shares 11 Aggregate Amount Beneficially Owned by Each Reporting Person 403,600 shares 12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 9.7% 14 Type of Reporting Person IN 1 Name of Reporting Person S.S. or I.R.S. Identification Number of Above Person (optional) Peter T. Kross 2 Check The Appropriate Box If a Member of a Group (a)[X] (b)[ ] 3 SEC Use Only 4 Source of Funds: Not Applicable 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [X] 6 Citizenship or Place of Organization United States 7 Sole Voting Power 0 shares Number of Shares 8 Shared Voting Power Beneficially 403,600 shares Owned By Each Reporting 9 Sole Dispositive Power Person With 0 shares 10 Shared Dispositive Power 403,600 shares 11 Aggregate Amount Beneficially Owned by Each Reporting Person 403,600 shares 12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 9.7% 14 Type of Reporting Person IN 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 This is Amendment No. 7 to the Schedule 13D filed jointly by LaSalle Financial Partners, Limited Partnership (the "Partnership"), Richard J. Nelson, Florence Nelson and Peter T. Kross (the "Group") on July 11, 1997 (as amended, the "Original 13D"), and relates to the common stock, $.01 par value (the "Common Stock"), of HMN Financial, Inc. (the "Issuer"). The following items in the Original 13D are amended to read in their entirety as follows: Item 4. Purpose of Transaction The Group's goal is to profit from appreciation in the market price of the Common Stock. The Group expects to actively assert shareholder rights, in the manner described below, with the purpose to influence the policies of the Issuer. The Partnership's stated purpose is to emphasize investments in the stocks of selected thrifts, banks and savings banks which the General Partners believe to be undervalued or that they believe to represent "special situation" investment opportunities. The Partnership has further described its purpose, in its private placement memorandum, as follows: Considering the current opportunity to purchase shares of selected thrifts and savings banks at substantial discounts to intrinsic value as determined by the General Partners, with significant appreciation potential available due to merger and acquisition activity in the banking industry, the Partnership currently intends to concentrate its investments in thrifts, banks and savings banks which, in the opinion of the General Partners, possess certain buyout characteristics. Concentrated investments may be made in companies to allow the Partnership to influence or to effect control over management's decisions in order to achieve Partnership objectives. The Partnership believes that its acquisition of the Common Stock is in accordance with these stated purposes. The Group intends to work with the Issuer to attempt to influence the Board of Directors to consider all possible strategic alternatives available to the Issuer in order to increase the market price of the Common Stock. One way of achieving this goal is to seek out another financial institution and attempt to implement a business combination. The Group is interested in influencing the Issuer's Board of Directors to explore seriously, in consultation with independent financial advisors, this and other possible means of improving the market price of the Common Stock, to the extent such options may not have already been fully explored. To the extent such influence may be deemed to constitute a "control purpose" with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Group has such a purpose. On October 21, 1997, Messrs. Nelson and Kross met with management of the Issuer. Topics of discussion included the past performance of the Issuer and methods to maximize shareholder value in the future. At that meeting, Messrs. Nelson and Kross, on behalf of the Group, requested that the Board of Directors of the Issuer nominate Mr. Nelson for election to the Board at the 1998 Meeting of Stockholders and noted that if the Board of Directors does not nominate Mr. Nelson for election as a Board nominee, the Group most likely would nominate Mr. Nelson and directly solicit shareholder votes for Mr. Nelson's election to the Board. In addition, Messrs. Nelson and Kross informed management of the Issuer that the Group was generally reviewing its options with respect to the Issuer, and that the Group may submit for shareholder vote at the 1998 Meeting of Stockholders a proposal regarding corporate governance, maximizing shareholder value or other matters. Messrs. Nelson and Kross also informed the Issuer that the Partnership would shortly submit a request for a shareholder list and associated materials. On November 15, 1998 the Issuer filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q and attached a change in the Issuer's bylaws adopted September 23, 1997, imposing a residency requirement upon directors of the Issuer. On November 20, 1997, the Partnership sent to the Issuer a request for a stockholder list and associated materials. A copy of that letter is attached as Exhibit 3. By a letter dated January 27, 1998, the Partnership submitted to the Issuer a notice of intent to nominate Thomas A. Burton and Howard T. Stewart for election to the Board of Directors of the Issuer at the 1998 Annual Meeting of Stockholders of the Issuer (the "Annual Meeting"), to be held April 28, 1998. A copy of that letter is attached as Exhibit 4. On that same day, Messrs. Nelson and Kross discussed their notice of intent to nominate with management of the Issuer. Mr. Nelson and Mr. Kross continued to have discussions with management of the Issuer regarding the election of Mr. Burton and Mr. Stewart, including discussions regarding the Issuer's accepting one of Mr. Burton or Mr. Stewart as a candidate and expanding the Board of Directors by one seat. The Issuer rejected all of Mr. Nelson's and Mr. Kross's suggestions and refused to nominate either Mr. Burton or Mr. Stewart for election to the Board of Directors. The Partnership and the Issuer also continued to discuss making available to the Partnership stockholder list materials. Certain of those materials were provided to the Partnership. On March 27, 1998, the Partnership sent to the Issuer another request for a stockholder list and associated materials. A copy of that letter is attached as Exhibit 5. On March 2, 1998 the Partnership sent a letter to the Issuer regarding the Issuer's response to the Partnership's demand that the Issuer provide the Partnership with a list of Non-Objecting Beneficial Owners (a "NOBO" list). A copy of that letter is attached as Exhibit 6. By letter dated March 3, 1998, the Partnership withdrew its notice of intent to nominate Mr. Stewart for election to the Board of Directors. A copy of that letter is attached as Exhibit 7. By letter dated March 3, 1998, the Partnership inquired regarding obtaining a current NOBO list. A copy of that letter is attached as Exhibit 8. The Partnership and the Issuer held discussions regarding whether the record date for the Annual Meeting had been set as March 2 or March 3, 1997. By letter dated March 4, 1998, the Partnership's counsel communicated with Issuer's counsel regarding certain transactions. A copy of that letter is attached as Exhibit 9. After further discussions between the Partnership and the Issuer, the Issuer re-set the record date for April 1, 1998. A copy of a letter, dated March 4, 1998 from the Issuer's counsel to the Partnership's counsel regarding the record date and stockholder list materials is attached as Exhibit 10. By letter dated March 6, 1998, the Partnership's counsel responded to that letter. A copy of that letter is attached as Exhibit 11. On March 5, 1998, the Partnership filed with the Securities and Exchange Commission a letter it may send to stockholders of the Issuer. By letter dated March 6, 1998, the Issuer's counsel stated certain positions of the Issuer regarding the Partnership's actions. A copy of that letter is attached as Exhibit 12. The Partnership disputes statements and conclusions made by the Issuer in that letter. On March 10, 1998, the Partnership filed a complaint against the Issuer in the Delaware Court of Chancery. The complaint demanded access to stocklist materials pursuant to Section 220 of the Delaware General Corporation Law. By letter delivered March 10, 1998, subsequent to the filing of the Partnership's complaint, the Issuer responded to the Partnership's earlier demands for stocklist materials. A copy of that letter is attached as Exhibit 13. The Issuer and the Partnership subsequently negotiated regarding delivery of stocklist materials to the Partnership and possibilities for resolving disputes between the Issuer and the Partnership. By letter dated March 11, 1998, the Issuer provided certain stockholder list materials to the Partnership. A copy of that letter is attached as Exhibit 14. By letter dated March 13, 1998, the Issuer refused to consider enlarging the Board of Directors and adding Mr. Burton as an additional director. A copy of that letter is attached as Exhibit 15. On March 19, 1998, the Delaware Court of Chancery entered an order, pursuant to a stipulation between the Partnership and the Issuer. Pursuant to that order and stipulation the Issuer delivered to the Partnership the stockholder list materials demanded by the Partnership and the Issuer agreed to deliver certain stockholder list materials to the Partnership on a regular and timely basis. By letter dated March 17, 1998, the Partnership withdrew its notice of intent to nominate Mr. Burton for election to the Board of Directors. A copy of that letter is attached as Exhibit 16. The above-stated purpose to control is unrelated to the Office of Thrift Supervision ("OTS") regulations. Specifically, the Group is aware that regulations promulgated by the OTS contain separate standards with regard to acquisition of "control" of a federally chartered savings institution, such as the Issuer's subsidiary bank. Those regulations require OTS approval for acquisition of control under certain conditions. Some of the provisions are based in part on numerical criteria. One of the provisions creates a rebuttable presumption of control where a person acquires more than 10 percent of the voting stock of a savings association and other conditions are met. Another provision creates a rebuttable presumption of control where a person acquires proxies to elect one-third or more of the savings association's board of directors and other conditions are met. The Group intends to comply with all OTS regulations. 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 7. Material to be Filed as Exhibits No. Description 1 Joint Filing Agreement* 2 Professional Account Agreement, dated March 6, 1996, between the Partnership and each of the subsidiaries of The Bear Stearns Companies Inc.* 3 Letter from Richard J. Nelson to the Issuer, dated November 20, 1997.* 4 Letter from Peter T. Kross to the Issuer, dated January 27, 1998.* 5 Letter from Richard J. Nelson to the Issuer, dated February 26, 1998.* 6 Letter from Richard J. Nelson to the Issuer, dated March 2, 1998.* 7 Letter from Richard J. Nelson to the Issuer, dated March 3, 1998.* 8 Letter from Richard J. Nelson to the Issuer, dated March 3, 1998.* 9 Letter from Phillip M. Goldberg to David M. Vander Haar, dated March 4, 1998.* 10 Letter from David M. Vander Haar to Phillip M. Goldberg, dated March 4, 1998.* 11 Letter from Phillip M. Goldberg to David M. Vander Haar, dated March 6, 1998.* 12 Letter from David M. Vander Haar to Richard J. Nelson, dated March 6, 1998.* 13 Letter from the Issuer to Richard J. Nelson, dated March 9, 1998.* 14 Letter from the Issuer to Richard J. Nelson, dated March 11, 1998.* 15 Letter from the Issuer to Richard J. Nelson, dated March 13, 1998.* 16 Letter from Richard J. Nelson to the Issuer, dated March 17, 1998. *Filed previously with the Securities and Exchange Commission as part of the Original 13D. 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: April 17, 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 EX-99.16 2 EXHIBIT 16 LA SALLE FINANCIAL PARTNERS, L. P. Suite 405 259 E. Michigan Avenue Kalamazoo, Michigan 49007 Telephone (616) 344-4993 Facsimile (616) 344 4994 April 17, 1998 Mr. Roger P. Weise HMN Financial, Inc. 101 North Broadway Spring Valley, MN 55975 Dear Mr. Weise: La Salle Financial Partners, L. P. believes that the HMN Financial, Inc. board of directors has engaged in delaying tactics and improper actions designed to further entrench incumbent members of the board. The Partnership further believes that the HMN Financial board has abused and manipulated the election process by: 1. Amending the bylaws by inserting an inequitable residency requirement, requiring that every nominee to the company's board of directors reside in a county in which a full-service branch of HMN is located, thereby excluding from board membership qualified and experienced individuals residing outside of the HMN market area; 2. Misrepresenting to the Partnership that HMN did not have in its possession a non-objecting beneficial owners shareholders list, and producing the list to the Partnership only after the Partnership learned of the HMN deception two months after the request was made; 3. Causing the Partnership to file a complaint in Delaware Chancery Court against the board of directors of HMN Financial to ensure delivery of shareholder information as required by law; and 4. Revising the voting record date for the 1998 annual meeting, due to non-compliance of federal law, by failing to provide proper notice of the original record date. Please be advised, therefore, that La Salle Financial Partners, Limited Partnership, hereby withdraws its notice of intent to nominate Thomas A. Burton for election to the Board of Directors of HMN Financial, Inc., at the 1998 Annual Meeting of Shareholders. Sincerely, LA SALLE FINANCIAL PARTNERS, L. P. By: LaSalle Capital Management, Inc., /s/ Richard J. Nelson By: Richard J. Nelson President -----END PRIVACY-ENHANCED MESSAGE-----