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SECURlTIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 3 )*
Eagle BancGroup, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
26941T-10-3
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(CUSIP Number)
Lawrence B. Seidman, 100 Misty Lane, Parsippany, NJ 07054 (973) 560-1400
(201) 560-1400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 16, 1998
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(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-l(b)(3) or (4), check the following box .
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
The statement on Schedule 13D which was filed on October 7, 1998, Amendment No.
#1 which was filed on October 9, 1998 and Amendment #2 which was filed on
November 16, 1998, on behalf of Seidman and Associates, L.L.C. ("SAL"), Seidman
and Associates II, L.L.C. ("SALII"), Seidman Investment Partnership ("SIP"),
Federal Holdings L.L.C. ("Federal"), Kerrimatt, LP ("Kerrimatt"), Lawrence B.
Seidman, Individually ("Seidman"), Benchmark Partners LP ("Partners"), The
Benchmark Company, Inc. ("TBCI"), Richard Whitman, Individually ("Whitman") and
Lorraine Di Paolo ("Di Paolo"), Individually (collectively, the "Reporting
Persons") with respect to the Reporting Persons' beneficial ownership of shares
of Common Stock, $.01 par value (the "Shares"), of Eagle BancGroup, Inc., a
Delaware Corporation (the "Issuer"), is hereby amended as set forth below. Such
Statement on Schedule 13D is hereinafter referred to as the "Schedule 13D".
Terms used herein which are defined in the Schedule 13D shall have their
respective meanings set forth in the Schedule 13D.
4. Purpose of Transaction
On December 16, 1998, Lawrence Seidman, as a representative of the Reporting
Persons, sent a letter to Donald L. Fernandez. The letter dated December 16,
1998 is attached hereto as Exhibit A and is incorporated herein in its entirety.
<PAGE>
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.
12/16/98 ss/Lawrence B. Seidman
Date Lawrence B. Seidman, Power of
Attorney Pursuant to Joint
Filing Statement Dated
October 5, 1998
<PAGE>
Ex. A
LAWRENCE B. SEIDMAN, ESQ.
100 Misty Lane
P. O. BOX 5430
Parsippany, NJ 07054
(973) 560-1400
December 16, 1998
Mr. Donald L. Fernandes
President, Chief Executive Officer
First Federal Savings and Loan Association
301 Fairway Drive
Bloomington, Illinois 61701
Dear Mr. Fernandes:
I read the Eagle BancGroup, Inc. (the "Company") release of December 9, 1998,
announcing the declaration of the initial quarterly $.10 per share cash dividend
to shareholders of record on December 23, 1998 and payable on January 11, 1999.
This dividend is too little and too late. In my opinion, dividends are good, but
based upon the financial information publicly available, the best way to
maximize shareholder value is a sale of the Company. A sale in my opinion would
provide all the shareholders with a premium to the present market price of the
Company's stock, more liquidity and most likely a dividend with a greater
percentage return than the dividend the Company just announced.
Very truly yours,
ss/Lawrence B. Seidman
LAWRENCE B. SEIDMAN
LS:r
