-----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, WO9ZVIawfWqyEw6qm7AVjPAcAYPsT1ZCK4RHHp0paaLqbu4UYrO82jYwyXvtsdBg M4i3YtjFYb3/O2VJgKAvyQ== 0000897069-97-000294.txt : 19970703 0000897069-97-000294.hdr.sgml : 19970703 ACCESSION NUMBER: 0000897069-97-000294 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19970702 SROS: NASD GROUP MEMBERS: LASALLE FINANCIAL PARTNRES LIMITED PARTNERSHIP GROUP MEMBERS: PETER T. KROSS GROUP MEMBERS: RICHARD J. NELSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERMANENT BANCORP INC CENTRAL INDEX KEY: 0000916604 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 351908797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48537 FILM NUMBER: 97635717 BUSINESS ADDRESS: STREET 1: 101 SOUTHEAST THIRD ST CITY: EVANSVILLE STATE: IN ZIP: 47708 BUSINESS PHONE: 8124286825 MAIL ADDRESS: STREET 1: 101 SOUTHEAST THIRD STREET CITY: EVANSVILLE STATE: IN ZIP: 47708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LASALLE FINANCIAL PARTNRES LIMITED PARTNERSHIP 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/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. 5) PERMANENT BANCORP, INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 714197100 (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) July 2, 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 [ ]. CUSIP No. 714197100 1 Name of Reporting Person S.S. or I.R.S. Identification Number of Above Person (optional) LaSalle Financial Partners, Limited Partnership (formerly known as LaSalle/Kross 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 142,900 shares Owned By Each Reporting 9 Sole Dispositive Power Person With 0 shares 10 Shared Dispositive Power 142,900 shares 11 Aggregate Amount Beneficially Owned by Each Reporting Person 142,900 shares 12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 6.8% 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 142,900 shares Owned By Each Reporting 9 Sole Dispositive Power Person With 0 shares 10 Shared Dispositive Power 142,900 shares 11 Aggregate Amount Beneficially Owned by Each Reporting Person 142,900 shares 12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 6.8% 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 142,900 shares Owned By Each Reporting 9 Sole Dispositive Power Person With 0 shares 10 Shared Dispositive Power 142,900 shares 11 Aggregate Amount Beneficially Owned by Each Reporting Person 142,900 shares 12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented By Amount in Row (11) 6.8% 14 Type of Reporting Person IN This Amendment No. 5 to Schedule 13D is filed jointly by LaSalle Financial Partners, Limited Partnership (the "Partnership"), Richard J. Nelson, and Peter T. Kross (the "Group"), and relates to the common stock, $.01 par value (the "Common Stock"), of Permanent Bancorp, Inc. (the "Issuer"). The Partnership was formerly known as LaSalle/Kross Partners, Limited Partnership; its name was changed effective June 20, 1997. This Amendment No. 5 amends the Schedule 13D initially filed on April 21, 1997, as amended by Amendment No. 1 thereto filed on April 25, 1997, by Amendment No. 2 thereto filed on May 19, 1997, by Amendment No. 3 thereto filed on June 4, 1997, and by Amendment No. 4 thereto filed on June 13, 1997. The amended joint filing agreement of the members of the Group is attached as Exhibit 1. The following items in the Schedule 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. Mr. Kross is the sole director and the sole executive officer of Talman Financial, Inc. Mr. Kross is employed as a securities broker and is employed as a Senior Vice President of EVEREN Securities, Inc. 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 (collectively, the "defendants"). The lawsuit requested injunctive relief and claimed that the defendants had made a false and misleading Schedule 13D filing with respect to beneficial ownership of Standard Financial, Inc.'s common stock. On February 11, 1997, the Court entered a Memorandum Opinion and Order granting in part and denying in part Standard Financial's request for injunctive relief. On March 19, 1997, the Court modified that order. The Court ordered, among other things, that (1) the defendants amend their Schedule 13D with respect to Standard Financial to reflect their "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. 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 such person 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 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, 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 of the Partnership 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 April 11, 1997 the Group disclosed its holdings as of that date to the management of the Issuer and that it was contemplating the submission of proposed nominees for election at the Issuer's 1997 annual meeting. Prior to making such submission, the Group proposed a meeting with management of the Issuer to discuss management's slate of directors. On April 15, 1997, the Issuer contacted representatives of the Group to discuss the Group's request. In connection with this discussion, the Issuer informed the Group that it would consider the Group's request to include a representative of the Group on management's slate of nominees for the 1997 annual meeting. By letter dated April 15, 1997, the Group proposed Wallace Riley for consideration by the Issuer as a management nominee. Thereafter, by letter received on April 16, 1997, the Issuer informed the Group that it would not nominate Mr. Riley and further informed the Group that Mr. Riley did not satisfy a director qualification requirement that had been adopted by the Issuer's Board of Directors on January 21, 1997. The qualification requirement mandates that "[a] member of the Board of Directors shall, in order to qualify as such, be domiciled in or have his or her primary place of business located in any county, a portion of which is within a fifty mile radius of any office of the [Issuer's] subsidiary bank in the state of Indiana." To the best of the Group's knowledge, this requirement had not previously been disclosed publicly by the Issuer. On April 22, 1997, the Partnership delivered to the Issuer a notice of intention to nominate two persons for election as directors of the Issuer at its 1997 annual meeting. Such notice was made in accordance with the time requirements of the By-Laws of the Issuer. The two persons that the Partnership proposed were Wallace D. Riley and Robert C. Lucas. A copy of such notice of intent to nominate directors, which contains biographical and other information required by the By-Laws of the Issuer, is attached hereto as Exhibit 6. The Partnership requested that the Issuer waive the residency qualification requirement for directors, given the timing of the By-Law amendment. On April 22, 1997, the Partnership also made demand upon the Issuer to inspect and copy the stock records, including a current stockholder list of names and addresses, of the Issuer, in accordance with applicable provisions of Delaware law. A copy of that letter is attached hereto as Exhibit 7. By letter dated April 28, 1997, the Issuer responded to the Partnership's notice of intent to nominate directors. The Issuer stated that it would not waive the geographic qualification requirement for directors added to the Issuer's By-Laws in January, 1997. The Issuer stated that the Issuer's Board of Directors had extended the deadline for the nomination of directors by stockholders for the 1997 annual meeting to June 17, 1997. A copy of that letter is attached as Exhibit 8. On April 30, 1997, the Issuer filed a Form 8-K with the Securities and Exchange Commission disclosing its By-Law amendment adding the qualification requirement described above. The Form 8-K also disclosed that the Board of Directors of the Issuer had extended the deadline for shareholder nominations to the Board of Directors from April 25, 1997 to June 17, 1997. By letter dated May 19, 1997, Ronald G. Hollander was proposed for consideration by the Issuer as a management nominee. A copy of that letter is attached as Exhibit 9. By letter dated May 23, 1997, sent by regular United States mail, the Issuer replied to Mr. Nelson's letter of May 19, 1997. A copy of that letter is attached as Exhibit 10. By letter dated May 28, 1997, Mr. Hollander advised the Group of his withdrawal from consideration as a board nominee of the Group. A copy of that letter is attached as Exhibit 11. By letter dated June 4, 1997, Terry G. Johnston was proposed for consideration by the Issuer as a management nominee. A copy of that letter is attached as Exhibit 12. In a telephone conversation on June 9, 1997, between Richard Nelson and Donald Weinzapfel, President of the Issuer, Mr. Weinzapfel informed Mr. Nelson that consideration by the Issuer's Board of Directors of Mr. Johnston as a management nominee would be delayed until the next meeting of the Board of Directors, on June 17, 1997. By letter dated June 11, 1997, the Partnership informed the Issuer that it had only partially responded to the Partnership's request to review and copy the Issuer's stockholder list. The Partnership reiterated its demand for certain items. A copy of that letter is attached hereto as Exhibit 13. On June 13, 1997, the Partnership sent to the Issuer a notice of intention to nominate Terry G. Johnston as a director of the Issuer at its 1997 annual meeting. Such notice was made in accordance with the time requirements of the By-Laws of the Issuer. The letter containing the notice of intent to nominate also withdrew the notice of intent to nominate Wallace D. Riley and Robert C. Lucas, made on April 22, 1997. A copy of such notice of intent to nominate Mr. Johnston, which contains biographical and other information required by the By-Laws of the Issuer, is attached hereto as Exhibit 14. By letter dated June 16, 1997, the Issuer responded to the Partnership's letter of June 11. A copy of that letter is attached hereto as Exhibit 15. By letter dated June 17, 1997, Mr. Johnston responded to certain issues raised by Mr. Weinzapfel in a telephone conversation. A copy of that letter is attached hereto as Exhibit 16. By letter dated June 18, 1997, the Issuer informed the Partnership that at the meeting of the Issuer's Board of Directors on June 17, 1997, the Board had determined not to nominate Mr. Johnston for election to the Board of Directors. A copy of that letter is attached hereto as Exhibit 17. Mr. Weinzapfel and Mr. Nelson discussed the letter in a telephone conversation on June 18, 1997. By letter dated June 23, 1997, the Partnership (through its counsel) requested additional information related to the stockholder list. A copy of that letter is attached as Exhibit 18. On July 2, 1997, the Partnership sent to the Issuer a letter withdrawing the Partnership's notice of intent to nominate Mr. Johnston as a director of the Issuer. A copy of that letter is attached hereto as Exhibit 19. As a result of this action, Mr. Johnston is no longer a member of the Group. On July 2, 1997, the Partnership sent a letter to Mr. Weinzapfel discussing certain concerns and suggestions of the Partnership with regard to the Issuer. A copy of that letter is attached hereto as Exhibit 20. The Partnership may send a copy of this letter to stockholders, with or without additional information. The Group's purpose in communicating with the Issuer (and in possibly communicating directly with stockholders) 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 holders 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 142,900 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 Annual Report on Form 10-K for the period ended March 31, 1997. None of Mr. Nelson, Mrs. Nelson, Mr. Kross or the General Partners beneficially owns any shares of the Common Stock personally or otherwise, except for the shares owned by the Partnership itself. (b) With respect to the shares described in (a) above, all decisions regarding voting and disposition of the Partnership's 142,900 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 in the past 60 days, all of which were made in open market purchases on the Nasdaq National Market System: Date Number of Shares Cost Per Share 5/2/97 16,000 $23.25 5/15/97 5,000 $23.625 5/16/97 700 $23.50 Item 7. Material to be Filed as Exhibits No. Description 1 Amended 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 Donald P. Weinzapfel, dated April 11, 1997.* 4 Letter from Richard J. Nelson to Donald P. Weinzapfel, dated April 15, 1997.* 5 Letter from Donald P. Weinzapfel to Richard J. Nelson, dated April 15, 1997.* 6 Letter from LaSalle/Kross Partners, L.P. to Carl E. Root, dated April 21, 1997.* 7 Letter from LaSalle/Kross Partners, L.P. to Carl E. Root, dated April 21, 1997.* 8 Letter from Carl E. Root to Peter T. Kross, dated April 28, 1997.* 9 Letter from Richard J. Nelson to Donald P. Weinzapfel, dated May 19, 1997.* 10 Letter from Donald P. Weinzapfel to Ronald G. Hollander, dated May 23, 1997.* 11 Letter from Ronald G. Hollander to Richard J. Nelson, dated May 28, 1997.* 12 Letter from Richard J. Nelson to Donald P. Weinzapfel, dated June 4, 1997.* 13 Letter from Peter T. Kross to Carl E. Root, dated June 11, 1997.* 14 Letter from Richard J. Nelson to Donald P. Weinzapfel, dated June 13, 1997.* 15 Letter from Carl E. Root to Phillip M. Goldberg, dated June 16, 1997. 16 Letter from Terry G. Johnston to Donald P. Weinzapfel, dated June 17, 1997. 17 Letter from Donald P. Weinzapfel to Richard J. Nelson, dated June 18, 1997. 18 Letter from Phillip M. Goldberg to David M. Muchnikoff, dated June 23, 1997. 19 Letter from Richard J. Nelson to Carl E. Root, dated July 2, 1997. 20 Letter from Richard J. Nelson to Donald P. Weinzapfel, dated July 2, 1997. *Previously filed with the Securities and Exchange Commission as exhibits to the Schedule 13D, as amended. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement, as amended, is true, complete and correct. Date: July 2, 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 EX-99.1 2 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: July 2, 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 EX-99.15 3 EXHIBIT 15 Permanent Bancorp, Inc., Holding Company for Permanent Federal Savings Bank June 16, 1997 Mr. Phillip M. Goldberg Foley & Lardner 320 N. Wabash Avenue Chicago, Illinois 60611 Dear Mr. Goldberg: Enclosed with this letter is a copy of a Security Position Listing report dated June 6, 1997 and provided to our Company by the Depository Trust Company. This listing is being provided to you pursuant to a request letter dated June 11, 1997 to Permanent Bancorp, Inc. from Mr. Peter T. Kross of LaSalle/Kross Partners, L.P. The request letter from Mr. Kross also demanded a list of names, addresses and securities positions of non-objecting beneficial owners and acquiescing beneficial owners. The Company does not have such a list in its possession nor has the Company requested such a listing. In the event the Company should obtain such a list, we will provide a copy to you at that time. I believe that the information provided with this letter satisfies those requests made by Mr. Kross. Please direct any questions concerning this response to the Company's counsel Silver, Freedman and Taff, L.L.P. in care of Mr. Jeffrey Werthan or Mr. David M. Muchnikoff at (202) 414- 6100. Sincerely, /s/ Carl E. Root Carl E. Root Vice President and Secretary CER:sb Encl. 101 Southeast Third Street P.O. Box 1227 Evansville, Indiana 47706-1227 812/428-6800 EX-99.16 4 EXHIBIT 16 Equity+ Investments, Financial Services & More June 17, 1997 VIA FACSIMILE Mr. Donald P. Weinzapfel Chairman of the Board, President and Chief Executive Officer Permanent Bancorp, Inc. 101 Southeast Third Street Evansville, In. 47708 Dear Mr. Weinzapfel: As you are aware, on Friday, June 13, 1997, LaSalle/Kross Partners, L.P. forwarded to you a notice of intent to nominate me as a Director of Permanent Bancorp, Inc. at the 1997 annual meeting of stockholders scheduled to be held on July 22, 1997. Presumably in response, you contacted me at my office on Monday, June 16th, raising certain questions concerning my nomination. In order for the Board of Directors of Permanent to be in the best position possible to evaluate my nomination at the Board Meeting scheduled for tomorrow, I wanted to clarify certain issues. You questioned me concerning my relationship with Tracy Bancshares, a California financial institution. I do not believe that my serving on the Board of Permanent would raise any conflict of interest in connection with my part ownership of that financial institution. I am one of 35 owners of Tracy and am not a member of its Board of Directors. Further, given that Tracy Bancshares is located in California, an entirely different market than Permanent, dispels any concern of a possible conflict of interest. You also raised a question concerning any payment I would be receiving from LaSalle/Kross for sitting on Permanent's Board of Directors. You pointed to the language in the June 13, 1997 Notice of Intent to Nominate, where it states that "the Partnership has agreed to reimburse Mr. Johnston 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.." for the proposition that I would be paid by LaSalle/Kross Partners for my representation on Permanent's Board. I clarified for you that is not the case. In fact, the June 13th letter goes on to clarify that there are "no other arrangements or understandings with Mr. Johnston." Hopefully, the foregoing will clarify any questions you have concerning my nomination to Permanent's Board. Please provide copies of this letter to all members of the Board of Directors at your meeting tomorrow for their consideration. While LaSalle/Kross Partners has formally nominated me to the Board of Directors, I am still optimistic and hopeful that your current Board of Directors will consider my nomination and choose to place me on management's slate at the upcoming shareholders meeting. I am not only qualified but am extremely enthusiastic about serving with you and the rest of the members of Permanent's Board of Directors. Sincerely, /s/ Terry G. Johnston Terry G. Johnston P.O. Box 368 Newburgh, In. 47629 Telephone (812) 858-0058 EX-99.17 5 EXHIBIT 17 Permanent Bancorp, Inc., Holding Company for Permanent Federal Savings Bank June 18, 1997 LaSalle/Kross Partners, L.P. 350 E. Michigan Avenue, Suite 500 Kalamazoo, Michigan 49007 Attn: Richard J. Nelson Dear Mr. Nelson: I have reviewed your letter of June 13, 1997 with the Company's Board of Directors in which you provided detailed information regarding the credentials of Mr. Terry G. Johnston. At its meeting held on June 17, 1997, the Board determined not to take action with regard to expanding the size of the board and nominating Mr. Johnston to the Board of Directors of Permanent Bancorp, Inc. Thank you for your interest in Permanent Bancorp, Inc. Very truly yours, /s/ Donald P. Weinzapfel Donald P. Weinzapfel Chairman of the Board and President DPW/jp 101 Southeast Third Street P.O. Box 1227 Evansville, Indiana 47706-1227 812/428-6800 EX-99.18 6 EXHIBIT 18 FOLEY & LARDNER ATTORNEYS AT LAW ONE IBM PLAZA SUITE 3300 330 NORTH WABASH AVENUE CHICAGO, ILLINOIS 60611-3608 TELEPHONE (312) 745-1900 FACSIMILE (312) 755-1925 VIA FACSIMILE David M. Muchnikoff, Esq. Silver Freedman & Taff 1100 New York Avenue, N.W. Suite 700 Washington, D.C. 20005-3934 Dear Mr. Muchnikoff: This will confirm our telephone conversation of today wherein I requested on behalf of LaSalle/Kross Partners, L.P. that a copy of the stockholder of record list be provided to us immediately through the record date June 6, 1997. You confirmed that while your client did not have a copy of the list in its possession, that you would instruct the transfer agent to overnight the list to us for our review. In addition to the stockholder list, please provide the following materials, all of which should be in the possession of Permanent or one of its agents: 1. The Pershing/DLJ omnibus proxy list; 2. The Philadep omnibus proxy list; 3. Any other omnibus proxies produced by ADP for client banks or brokers, listing among other things any respondent positions; 4. Any omnibus proxy produced by Bank of New York, or any other bank or broker, listing among other things any respondent positions; and 5. Any record date information provided by ADP relative to the shares held for their clients, and the number of holders at each of their client firms holding Permanent Bancorp shares. Please express mail the above information to the attention of Richard J. Nelson, LaSalle/Kross Partners, L.P., Suite 500, 350 E. Michigan Avenue, Kalamazoo, Michigan, 49007, for delivery June 24, 1997. Sincerely, /s/ Phillip M. Goldberg Philip M. Goldberg PMB/acb cc: Richard J. Nelson, via fax EX-99.19 7 EXHIBIT 19 LASALLE FINANCIAL PARTNERS, L.P. Suite 500 350 E. Michigan Avenue Kalamazoo, Michigan 49007 __________________ Telephone (616) 344-4993 July 2, 1997 Mr. Carl E. Root Vice President and Secretary Permanent Bancorp, Inc. 101 Southeast Third Street Evansville, IN 47708 Dear Mr. Root: On behalf of LaSalle Financial Partners, Limited Partnership (the "Partnership") (formerly known as LaSalle/Kross Partners, Limited Partnership), please be advised that the Partnership hereby withdraws its notice of intent to nominate Terry G. Johnston for election to the Board of Directors of Permanent Bancorp, Inc. Very truly yours, LASALLE FINANCIAL PARTNERS, L.P. By: LaSalle Capital Management, Inc. By: /s/ Richard J. Nelson Richard J. Nelson, President EX-99.20 8 EXHIBIT 20 LASALLE FINANCIAL PARTNERS, L.P. Suite 500 350 E. Michigan Avenue Kalamazoo, Michigan 49007 __________________ Telephone (616) 344-4993 July 2, 1997 Mr. Donald P. Weinzapfel President and Chairman of the Board Permanent Bancorp, Inc. 101 Southeast Third Street Evansville, IN 47708 Dear Mr. Weinzapfel: LaSalle Financial Partners (the "Partnership") writes this letter to set out our position regarding certain matters crucial to the future of Permanent Bancorp, Inc. ("Permanent"). We request that this letter be delivered immediately to each member of the Board of Directors. Historical Background As you know, for the past few months the Partnership has become increasingly active with regard to the management and direction of Permanent. Initially, on April 11, 1997, we proposed a meeting with management of Permanent to discuss management's slate of directors and noted that we were considering making nominations to the Board of Directors. On April 15, 1997, Permanent contacted us to discuss our request. In connection with the resulting discussion, Permanent stated that it would consider the Partnership's request to include a representative of the Group on management's slate of nominees for the 1997 annual meeting. By letter dated April 15, 1997, the Partnership formally proposed Wallace Riley for consideration by Permanent as a management nominee. However, Permanent responded by informing the Partnership that it would not nominate Mr. Riley. On April 22, 1997, the Partnership delivered to Permanent a notice of intention to nominate two persons for election as directors of Permanent at its 1997 annual meeting. The two persons that the Partnership proposed were Wallace D. Riley and Robert C. Lucas. We continued to attempt to work with management to find Board nominees acceptable to the Board. After first proposing another individual for management consideration, we proposed Terry G. Johnston for consideration by Permanent as a management nominee. You informed the Partnership that consideration by the Board of Directors of Mr. Johnston as a management nominee would be delayed until the next meeting of the Board, on June 17, 1997. The Partnership thereupon sent to Permanent a notice of intention to nominate Mr. Johnston as a director of Permanent at its 1997 annual meeting. (The letter containing the notice of intent to nominate also withdrew the notice of intent to nominate Wallace D. Riley and Robert C. Lucas). By letter dated June 18, 1997, the Board of Directors informed the Partnership that at the meeting of Board on June 17, 1997, the Board had determined not to nominate Mr. Johnston for election to the Board of Directors. Because the Partnership is unwilling to pursue a proxy contest in the face of continued resistance by the Board, we have withdrawn our notice of intent to nomine Mr. Johnston. Discussion and Recommendations 1. Rejection of Candidates Suggested by LaSalle Financial Partners We have found the actions of the Board of Directors to be contrary to the interests of Permanent's stockholders. The Board has given no serious consideration to any of the candidates we have proposed for the Board. In fact, in a telephone conversation you indicated to us that the "Board was where it wanted to be," and therefore would not only not nominate the candidate under discussion, but would not find acceptable any candidate proposed by us. We contend that the entrenched position of the Board is contrary to maintaining an open, independent Board of Directors and is not in the best interests of the stockholders whom the Board represents. 2. Business Strategy of the Board The Partnership is very concerned about certain business strategies recently adopted by the Board. Most importantly, the Partnership opposes the formation of a commercial lending department earlier this year. History has shown that competing against established, experienced banks for commercial loans is a difficult, and very often unsuccessful, strategy for thrift institutions. Permanent has experienced significant asset quality problems in the past, and now, even as it enters the more risky area of commercial lending, Permanent finds its allowance for loan losses as a ratio to total loans at a level less than that of one year ago. Permanent's low level of earnings, combined with its stretching of business lines to obtain higher margin, riskier lending, should be of deep concern to all stockholders and to the community as a whole. Other concerns regarding the Board's business strategy will be addressed in future communications. 3. Future Actions of LaSalle Financial Partners LaSalle Financial Partners believes that the franchise value of Permanent Bancorp remains high, at least for now. We believe that there is considerable risk in the course of action approved by the current Board of Directors. Therefore, we intend to continue to communicate our concerns to the Board and, as necessary, to the stockholders. In the short term, LaSalle Financial Partners believes that Permanent should expeditiously retain an independent expert to evaluate Permanent's business plan and projected results, and to compare the current business plan with the option of merging Permanent with a larger, more profitable financial institution. Such an evaluation is essential to ensure that stockholder value is maximized. We look forward to continuing to work with the management of Permanent. We hope that our future relationship can be one of mutual assistance in furthering the interests of Permanent's stockholders. Very truly yours, LASALLE FINANCIAL PARTNERS, L.P. /s/ Richard J. Nelson Richard J. Nelson RJN:jks -----END PRIVACY-ENHANCED MESSAGE-----