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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. 2 )*
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)
November 12, 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 and Amendment
No. #1 which was filed on October 9, 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 November 12, 1998, Lawrence Seidman, as a representative of the Reporting
Persons, sent a letter to Donald L. Fernandez. Prior to the sending of this
letter, Mr. Seidman requested representation on the Eagle BancGroup, Inc. Board
of Directors as a representative of the Reporting Persons, who own in excess of
the 5% of the shares of Eagle BancGroup, Inc. and are Eagle BancGroup, Inc.'s
largest shareholder. This request was rejected by the Board of Directors.
The Reporting Persons are now requesting that Eagle BancGroup, Inc. provide the
Reporting Persons with a current and true copy of the Eagle BancGroup Inc.
shareholder list (including the NOBO/CEDE/Philadep list).
In addition, the Reporting Persons have requested that Eagle BancGroup, Inc.
conduct a conference call to enable the shareholders to express their views with
respect to this issue.
The letter of November 12, 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.
11/12/98 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
November 12, 1998
Via Federal Express
Mr. Donald L. Fernandes
President, Chief Executive Officer
First Federal Savings and Loan Association
301 Fairway Drive
Bloomington, Illinois 61701
Dear Mr. Fernandes:
I am a representative of Benchmark Partners, L.P, Seidman & Associates, LLC,
Seidman Investment Partnership, L.P., Seidman & Associates II, LLC, Kerrimatt,
L.P. and Federal Holdings, LLC, (collectively the "Reporting Persons"), the
record holders of in excess of 5% of the outstanding shares of Eagle BancGroup,
Inc. ("Eagle" or the "Company").
The Reporting Persons hereby request that you provide us with a current and true
copy of the Eagle shareholder list (including the NOBO/CEDE/Philadep list). This
request is made consistent with the provisions of the Delaware General
Corporation Law, and Rule 14a-7 of the Securities Exchange Act of 1934. This
request is made so that the Reporting Person can communicate with the Eagle
shareholders concerning the request for Board representation and other pertinent
matters in connection with the next meeting of shareholders.
We request that the shareholder lists be provided in paper and magnetic tape, or
disc, form (whichever form is utilized by your transfer agent). Furthermore,
please update the record holder information on a daily basis, or at the shortest
reasonable intervals, until the record date for the next shareholder meeting.
As we discussed, the Reporting Persons as Eagle's largest shareholder, have
asked for representation on Eagle's Board of Directors.You informed me that the
Board of Directors discussed, and rejected this request at the last Board
Meeting. Consequently, the Reporting Persons are considering nominating their
own slate of nominees for directors at the next meeting of shareholders. Before
significant corporate resources are expended with respect to the issue of Board
representation, the Reporting Persons hereby request that the Company conduct a
conference call to enable shareholders to express their views. The Company
should issue a press release notifying the shareholders as to the date and time
for the conference call. It is the position of the Reporting Persons that the
failure to conduct such a conference call would constitute a breach of the
fiduciary duty the Directors owe to the shareholders they represent, and
therefore could subject the Directors to personal liability for any proxy
expenses incurred by the Company in the event the Reporting Persons' proxy
contest is successful.
The Reporting Persons feel very strongly that shareholder representation is very
important to corporate governance and to the maximization of shareholder value.
The Reporting Persons would prefer to avoid a costly proxy contest, but are
prepared to proceed with such a contest to gain representation on the Board. If
a representative of the Company desires to discuss other alternatives to
accomplish these goals, please contact the undersigned.
Please also provide us with copies of the Company's and First Federal Savings
and Loan Association, Bloomington, Illinois's current Articles of Incorporation
and Bylaws and any amendments thereto.
The Reporting Persons have filed with the Securities and Exchange Commission a
Schedule 13D and an amendment thereto on October 6, 1998 and October 9, 1998,
respectively, which contain certain disclosures concerning beneficial ownership
of the Reporting Persons that are incorporated herein by reference.
All of the information requested in this letter should be sent to the Reporting
Persons in care of the undersigned.
Very truly yours,
ss/Lawrence B. Seidman
LAWRENCE B. SEIDMAN
LS:rr
Enc.
<PAGE>
CERTIFICATION
Lawrence B. Seidman, upon his oath certifies as follows:
1. The Reporting Persons will not use the shareholder list information for any
purpose other than to communicate with, and, if necessary, to solicit proxies
from, the shareholders of Eagle BancGroup, Inc. with respect to the slate of
Directors proposed by management for election at the next shareholder meeting.
2. Reporting Persons will not disclose the shareholder list information to
any person other than the beneficial owner for whom the shareholder list request
was made, or an employee or agent to the extent necessary to effect the
communication or solicitation referred to above.
ss/Lawrence B. Seidman
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LAWRENCE B. SEIDMAN
STATE OF NEW JERSEY ) )SS.
COUNTY OF MORRIS )
BEFORE ME, a notary public in and for the State of New Jersey, County of Morris,
did personally appear LAWRENCE B. SEIDMAN, who made oath under penalty of
perjury that the aforesaid facts are true and correct to the best of his
knowledge, information and belief.
GIVEN under my hand and seal this 12th day, November , 1998.
ss/Ruth w. Rivkind
Notary Public of New Jersey
My Commission expires:
Feb. 14, 2001
