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UNITED STATES
SECURlTIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 4)*
Eagle BancGroup, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
26941T-10-3
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(CUSIP Number)
Lawrence B. Seidman, 100 Misty Lane, Parsippany, NJ 07054 (201) 560-1400
(201) 560-1400
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 22, 1999
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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 .
Check the following box if a fee is being paid with the statement _. (A fee is
not required only if the reporting person: (I) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item l; and (2) has held no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such class.) (See Rule
13d-7.)
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).
CUSIP NO. 44922Q105
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Dennis Pollack SS####-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,585
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
1,585
PERSON -----------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,585
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .14
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
The statement on Schedule 13D which was filed on October 7, 1998, Amendment No.
#1 which was filed on October 9, 1998, Amendment #2 which was filed on November
16, 1998 and Amendment No. 3 which was filed on December 17, 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.
2. Identity and Background
(a) David M. Mandelbaum
(b) 80 Main Street
West Orange, NJ 07052
(c) David Mandelbaum is the General Partner of Kerrimatt, LP
(d) See below. (1)
(e) See below. (2)
(f) U.S.A.
(a) Dennis Pollack
(b) 47 Blueberry Drive
Woodcliff Lake, NJ 07675
(c) Dennis Pollack is a businessman and consultant.
(d) See below (1)
(e) See below (2)
(f) U.S.A.
(1)None of the above persons during the last five years, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(2)None of the above persons, during the last five years was a party to a civil
proceeding of a judicial or adminisrative body of competent jurisdiction and as
a result of such proceeding was or is 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.
4. Purpose of Transaction
On January 22, 1999, Lawrence Seidman, as a representative of the Reporting
Persons and Nominating Shareholders, sent a letter to Donald L. Fernandes
requesting representation on the Eagle BancGroup, Inc. Board of Directors for
two nominees, Lawrence Seidman and Dennis Pollack. The letter of January 22,
1999 is attached hereto as Exhibit A and is incorporated herein in its entirety.
5. Interest in the Securities of the Issuer
(a)(b)(c) As of the close of business on January 22, 1999, the Reporting Persons
owned beneficially an aggregate of 102,235 shares of Common Stock, which
constituted approximately 9.46% of the 1,080,108 shares of Common Stock
outstanding as as of December 31, 1998, as disclosed in the Issuer's Press
Release dated January 20, 1999. The schedule below describes transactions in the
Common Stock effected by the Reporting Persons from November 22, 1998 to January
22, 1999. Except as set forth in this Item 5, none of the Reporting Persons owns
beneficially or has a right to acquire beneficial ownership of any Common Stock,
and except as set forth in this Item 5, none of the Reporting Persons has
effected transactions that have not been previously reported in the Common Stock
during the past sixty (60) days.
No of Total
Trade Date Shares Price Cost/(Proceeds) Entity
- ------------- ---------- ----------- --------------------- --------------
11/30/98 570 19.375 11,044.00 POLLACK*
- ------------- ---------- ----------- --------------------- --------------
- ------------- ---------- ----------- --------------------- --------------
11/30/98 525 19.938 10,466.00 POLLACK*
- ------------- ---------- ----------- --------------------- --------------
- ------------- ---------- ----------- --------------------- --------------
11/30/98 490 20.00 9,800.00 POLLACK*
- ------------- ---------- ----------- --------------------- --------------
*Mr. Pollack's stock is owned by his three minor children.
<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.
ss/Lawrence B. Seidman
January 22, 1999 -------------------------------
Date Lawrence B. Seidman, Power of
Attorney Pursuant to Joint
Filing Statement Dated
October 5, 1998
ss/Dennis Pollack
---------------------------
Dennis Pollack, Individually
ss/David M. Mandelbaum
----------------------------
David M. Mandelbaum,
General Partner, Kerrimatt, L.P.
<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with each
other of the attached statement on Schedule 13D and to all amendments to such
statement and that such Statement and all amendments to such statement is made
on behalf of each of them.
In addition the undersigned hereby appoints Lawrence B. Seidman as
attorney-in-fact for the undersigned with authority to execute and deliver on
behalf of the undersigned any and all documents (including any amendments
thereto) required to be filed by the undersigned or otherwise executed and
delivered by the undersigned pursuant to the Securities Exchange Act of 1934, as
amended, all other federal, state and local securities and corporation laws, and
all regulations promulgated thereunder.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on
22nd day of January 1999.
ss/Dennis Pollack
---------------------------
Dennis Pollack, Individually
ss/David M. Mandelbaum
---------------------------
David M. Mandelbaum, General Partner,
Kerrimatt, L.P.
<PAGE>
LAWRENCE B. SEIDMAN, ESQ.
100 Misty Lane
P. O. Box 5430
Parsipanny, NJ 07054
January 22, 1998
Via Fax and Federal Express
Mr. Louis F. Ulbrich
First Federal Savings and Loan Association
301 Fairway Drive
Bloomington, Illinois 61701
Dear Mr. Ulbrich:
I am a representatiave of the Reporting Persons to the
Schedule 13D filed October 6, 1998 and Amendment No. 1 filed October 9, 1998,
Amendment No. 2 filed November 12, 1998 and Amendment No. 3 filed December 16,
1998. The Reporting Persons own in excess of 5% of the outstanding shares of
Eagle BancGroup, Inc. ("Eagle" or the "Company").
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 Nominating Shareholders") are all
Reporting Persons and record holders of the Eagle Common Stock and herewith
provide notice that they are nominating myself (Mr. Lawrence B. Seidman) and
Dennis Pollack for election to the Eagle Board of Directors, at the next Annual
Meeting.
It is the opinion of counsel for The Nominating Shareholders
that Section 4(a) of the Certificate of Incorporation of Eagle ["Section 4(a)"]
is not valid or enforceable; and, it is therefore not necessary to submit the
information stipulated thereunder in order to effectively nominate directors.
Nevertheless, in the spirit of cooperation and without prejudice, the Nominating
Shareholders herewith submit Exhibit A which contains all the information
required by Section 4 (a), except the home addresses of myself, Ms. DiPaolo, Mr.
Pollack, and Mr. Whitman, which are as follows:
Richard Whitman
52 Mandon Dr.
Wayne, NJ 07470
Lorraine DiPaolo
47 Plaza Street
Brooklyn, NY 11217
Dennis Pollack
47 Blueberry Drive
Woodcliff Lake, NJ 07675
Lawrence B. Seidman
19 Veteri Place
Wayne, NJ 07470
I hereby request, on behalf of The Nominating Shareholders and
on behalf of the nominees, that you provide me with Eagle's updated shareholder
lists (including the NOBO/CEDE/Philadep list) as required by the Delaware
General Corporation Law, Section 14a-7 of the Exchange Act of 1934, and Rule
14a-7 promulgated thereunder so that proxies can be solicited for the two (2)
director nominees and in opposition to management's slate of directors. Pursuant
to Rule 14a-7, please delivery the shareholder lists to me within five business
days. A copy of the Certification required pursuant to Rule 14a-7 is attached
hereto. This information was previously provided, but no updates were provided.
I hereby request that the above shareholder lists be provided
to me in paper and magnetic tape or disc form (whichever form is utilized by
your transfer agent). This list was previously provided in paper form only.
Furthermore, please update the record holder information on a daily basis, or at
the shortest other reasonable intervals, until the record date for the next
Annual Meeting.
The Nominating Shareholders feel very strongly that
shareholder representation is very important to corporate governance, and to the
maximization of shareholder value. If a representative of the Company desires to
discuss the accomplishment of these goals, please contact the undersigned.
The Schedule 13D and amendments thereto filed by the Reporting
Persons contain certain disclosures concerning beneficial ownership of The
Nominating Shareholders, and those disclosures are incorporated herein by
reference. Copies of these schedules have previously been sent to you.
The enclosed material is being filed with you, as the
Secretary of Eagle, as required by Section 4(a) prior to the time prescribed
therein, so that Eagle will have advance notice of the intentions of The
Nominating Shareholders. In addition, if it is the opinion of Eagle that
additional information is required, pursuant to Section 4(a), please notify me
in writing, specifying what information is required and specifying the basis of
each said request so we can properly evaluate same. This material will be
re-filed within the time period prescribed in Section 4(a).
The Nominating Shareholders have no material financial
interest in the proxy solicitation to be conducted in opposition to the nominees
selected by Eagle's management. Any director fees paid to the nominees (Lawrence
Seidman and Dennis Pollack), if they are elected, will belong to the respective
nominee.
If you have any questions concerning the above or require any
additional information, please contact the undersigned.
Very truly yours,
LAWRENCE B. SEIDMAN
<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
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 22nd day, January, 1999.
ss/Ruth W. Rivind
Notary Public of New Jersey
My Commission expires:
Feb. 14, 2001
EXHIBIT A
SCHEDULE OF INFORMATION REQUIRED BY SECTION 4(a)
of the
ARTICLES OF INCORPORATION FOR EAGLE BANCGROUP, INC.
(i) The Nominating Shareholders and their addresses:
No. of Shares
Held As
Name Business Address Recordholder*
1. Seidman and Associates, L.L.C. 19 Veteri Place 100
Wayne, NJ 07470
2. Seidman Investment Partnership, L.P. 19 Veteri Place 100
Wayne, NJ 07470
3. Seidman and Associates II, L.L.C. 19 Veteri Place 100
Wayne, NJ 07470
4. Kerrimatt, LP 80 Main St. 100
West Orange, NJ 07052
5. Federal Holdings, LLC One Rockefeller Plaza 100
New York, NY 10020
6. The Benchmark Company, Inc. 750 Lexington Avenue 100
New York, NY 10022
[*Each Nominating Shareholder is the beneficial owner of additional shares as
set forth in subparagraph (iv) below.]
(ii) Name, age, business address of Nominees:
Lawrence Seidman, 51
100 Misty Lane
Parsippany, NJ 07470
Dennis Pollack, Age 48
47 Blueberry Drive
Woodcliff Lake, NJ 07675
(iii) Principal occupation or employment:
Lawrence Seidman, Mr. Seidman is Manager of Seidman & Associates,
L.L.C., Seidman & Associates II, L.L.C., President of Veteri Place
Corp., the sole General Partner of Seidman Investment Partnership, LP,
Seidman Investment Partnership II, LP, Manager, of Federal Holdings,
L.L.C. and business consultant to certain corporations and individuals,
including, but not limited to, Kerrimatt, LP and Crown Associates, LLC.
Dennis Pollack, since December, 1998, Vice Chairman of the Board of
Directors of the Connecticut Bank of Commerce located in Stamford,
Connecticut and from April 1996 to December 1998 was President, Chief
Executive Officer and a Member of the Board of Directors of the
Connecticut Bank of Commerce. Since October 1998 has been a consultant
to Valley National Bank of Wayne, New Jersey. Since December 1, 1996
has been the Managing Director of Pegasus Funding Group based in
Larchmont, New York, an asset based lender. From January 1995 to March
1996, he was Regional Vice President and National Director of Bank
Consulting of Axiom Management Consulting, a management consulting firm
that provides specialized business processing reengineering services.
From April 1995 to December 1995, he was a Regional President of First
Fidelity Bank; New York. From March 1988 to April 1995, he was the
President, Chief Executive Officer and a Member of the Board of
Directors of the Savings Bank of Rockland County. The Savlings Bank of
Rockland County was purchased by First Fidelity Bank. Mr. Pollack is
the Chairman of the Salvation Army Board - Rockland County, New York
and was previouslyon the Executive Committee for Good Samaritan
Hospital and the Citizens Advisory Committee for the Helen Hayes
Hospital.
(iv) The following sets forth the name, business address, and the number of
shares of Common Stock of the Corporation beneficially Owned by each of
the Shareholders who have nominated the persons set forth above: (See
Exhibit B for Purchase Schedule.)
<PAGE>
Number of Shares
of Common Stock Percent
Beneficially Of
Name Business Address Owned & Owned
Class in Record Name (4)
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1. Lawrence B. Seidman, Lanidex Center 43,550 4.03
Individually(Seidman)and 100 Misty Lane
on behalf of entities and Parsippany, NJ 07054
clients (1)
2.Seidman and Associates, Lanidex Center, 8,850 .819
L.L.C.(SAL) 100 Misty Lane
Parsippany, NJ 07054
3. Seidman and Associates Lanidex Center, 10,250 .948
II, L.L.C. (SALII) 100 Misty Lane
Parsippany, NJ 07054
4. Seidman Investment 19 Veteri Place 7,750 .717
Partnership, L.P.(SIP) Wayne, NJ 07470
5. Federal Holdings, LLC One Rockefeller Plaza 8,250 .763
New York, NY 10020
6. Kerrimatt, LP 80 Main St. 8,450 .782
West Orange, NJ 07052
7. The Benchmark Company, 750 Lexington Avenue 28,100 2.601
Inc.(TBCI)(2) New York, NY 10022
8. Benchmark Partners LP 750 Lexington Avenue 29,000 2.684
(Partners) (2) New York, NY 10022
9. Richard Whitman, 750 Lexington Avenue 57,100 5.286
Individually (2) New York, NY 10022
10. Lorraine DiPaolo, 750 Lexington Avenue 57,100 5.286
Individually (2) New York, NY 10022
11. Dennis Pollack (3) 47 Blueberry Drive. 1,585 .146
Woodcliff Lake, NJ 07675
- -----------------------
(1) Seidman owns no shares of common stock directly, but may be deemed to have
sole voting power and dispositive power as to 43,050 shares beneficially owned
by SIP, SAL, SAL II, Kerrimatt and Federal. On November 8, 1995, the acting
director of the Office of Thrift Supervision (OTS) issued a Cease and Desist
Order against Seidman ("C & D") after finding that Seidman recklessly engaged in
unsafe and unsound practices in the business of an insured institution. The C &
D actions complained of were due to Seidman having allegedly obstructed an OTS
investigation. The C & D ordered him to cease and desist from (i) any attempts
to hinder the OTS in the discharge of its regulatory responsibilities, including
the conduct of any OTS examination or investigation; and (ii) any attempts to
induce any person to withhold material information from the OTS related to the
performance of its regulatory responsibilities. The C & D also provides that for
a period of no less than three (3) years if Seidman becomes an
institution-affiliated party of any insured depository institution subject to
the jurisdiction of the OTS, to the extent that his responsibilities include the
preparation or review of any reports, documents, or other information that would
be submitted or reviewed by the OTS in the discharge of its regulatory
functions, all such reports, documents, and other information shall, prior to
submission to, or review by the OTS, be independently reviewed by the Board of
Directors or a duly appointed committee of the Board to ensure that all material
information and facts have been fully and adequately disclosed. In addition, a
civil money penalty in the amount of $20,812 was assessed under the C & D.
(2) Neither Whitman and DiPaolo own any shares of Common Stock directly, but
may be deemed to have shared voting power and dispositive power as to 57,100
shares beneficially owned by TBCI and Partner.
(3) Mr. Pollack's stock is owned by his three minor children. (4) Includes the
shares listed in subparagraph (i) above.
The aggregate purchase price of the 102,235 Shares owned beneficially by the
above on January 19, 1999 was approximately $1,261,429, (inclusive of brokerage
commissions). Such Shares have been (or will be in the case of transactions
which have not yet settled) paid for through working capital of the respective
entities. As of January 19, 1999, none of the Reporting Prersons had an
outstanding margin balance.
Seidman and Associates L.L.C. ("SAL") is a New Jersey limited liability company,
organized to invest in securities, whose principal and executive offices are
located at 19 Veteri Place, Wayne, New Jersey 07470. Lawrence Seidman is the
Manager of SAL and has sole investment discretion and voting authority with
respect to such securities.
Seidman and Associates II, L.L.C. ("SALII") is a New Jersey limited liability
company, organized to invest in securities, whose principal and executive
offices are located at 19 Veteri Place, Wayne, New Jersey 07470. Lawrence
Seidman is the Manager of SALII and has sole investment discretion and voting
authority with respect to such securities.
Seidman Investment Partnership, L.P. ("SIP") is a New Jersey limited
partnership, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Veteri Place Corporation is the sole General Partner of
SIP and Lawrence Seidman is the only shareholder and officer of Veteri Place
Corporation. Seidman has sole investment discretion and voting authority with
respect to such securities.
Kerrimatt, LP ("Kerrimatt") is a limited partnership formed, in part, to invest
in stock of public companies whose principal and executive offices are located
at 80 Main Street, West Orange, New Jersey 07052. David Mandelbaum is the
General Partner of Kerrimatt. Lawrence Seidman has the sole investment
discretion and voting authority with respect to such securities.
Federal Holdings L.L.C. ("Federal") is a New York limited liability company,
organized to invest in securities, whose principal and executive offices are
located at One Rockefeller Plaza, 31st Floor, New York, NY 10020. Lawrence B.
Seidman is the Manager of Federal and has sole investment discretion and voting
authority with respect to such securities.
The Benchmark Company, Inc. ("TBCI") is a New York Corporation and Benchmark
Partners, LP ("Partners"), a Delaware limited partnership. Richard Whitman is
the president of TBCI and the general partner of Partners in which capacity he
exercises voting control and dispositive power over securities reported herein
by TBCI and Partners. Lorraine DiPaolo is the Executive Vice President of TBCI
and a general partner of Partners. The principal business of TBCI is to act as a
broker-dealer and investment advisor and the principal business of Partners is
to invest in securities. Mr. Whitman and Ms. DiPaolo share the investment
discretion and voting authority with respect to such securities.
Lawrence Seidman is a private investor whose principal office is located at 100
Misty Lane, Parsippany, NJ 07054. Mr. Seidman has sole investment discretion and
voting authority for SAL, SALII, SIP, Kerrimatt and Federal.
Dennis Pollack is a private investor whose principal office is located at 47
Blueberry Drive, Woodcliff Lake, New Jersey 07675.
Richard Whitman and Lorraine DiPaolo whose principal office is located at 750
Lexington Avenue, New York, NY 10022 have discretionary and voting authority for
TBCI and Partners.
A. The General Partner of SIP is: Veteri Place Corp; a New Jersey Corporation
(Seidman is the sole officer, and shareholder). Seidman through Veteri Place
Corp. is entitled to 20% of the profits.
B. The members SAL are: Seidman; Sonia Seidman; Seidcal Associates LLC (Brant
Cali, Managing Member); Paul Schmidt; and Richard Greenberg. Seidman is entitled
to an annual salary of $125,000 and as Manager is entitled to a 5% of the
profits earned by SAL.
C. The members of SAL II are: Sonia Seidman and Seidcal Associates, L.L.C.
(Brant Cali, Managing Member). Seidman is entitled to 5% of the profits earned
by SAL II.
D. Mr. Seidman has an agreement with Kerrimatt, L.P., which gives him the
complete discretion to vote and dispose of securities of the Issuer owned by
Kerrimatt, L.P. Mr. Seidman is entitled to a percentage of the profits derived
from these securities, which is calculated after allowing a return to Kerrimatt,
L.P.
E. Mr. Seidman has an agreement with Federal which gives him the complete
discretion to vote and dispose of securities of the Issuer owned by Federal. Mr.
Seidman is entitled to a percentage of the profits derived from these securities
which is calculated after allowing a return to Federal.
F. The Managing General Partner of Partners is Benchmark Capital Advisors
("BCA"), a division of TBCI. Whitman and DiPaolo share the power to invest and
vote the securities owned by Partners. BCA is entitled to 20% of the Net Profits
each year and an Annual Administrative Fee, payable quarterly, of 1% of the
value of Partners assets.
G. None of the partners of SIP and Partners, or members of SAL, Federal,
Kerrimatt, or SALII or the officers and directors of TBCI own any shares of
Issuer except as disclosed herein.
The following are certain provisions concerning the division of profits or
losses or guarantees of profits with reference to SAL, SALII , SIP and Federal.
In Section 8.1(d) of the operating agreements for each of SAL and SALII, Mr.
Seidman is entitled to 5% of the net profits each year and his wife is entitled
to 15% of the net profits. In addition Section 11.3(b) in SAL's operating
agreement entitles Mr. Seidman to annual compensation of $125,000. Mr. Seidman
is also entitled to 20% of the net profits under the agreements with SIP
[Section 9(a)(i)]]. In addition Mr. Seidman is also entitled to 25% of the Net
Profits under the Agreement with Federal
Mr. Seidman is the Manager of Federal, SAL, SALII and is the president of the
corporate general partner of SIP; and investment manager for Kerrimatt and, in
that capacity, Mr. Seidman has the authority to cause those entities to acquire,
hold, trade and vote these securities. SAL, SALII, Federal, Kerrimatt and SIP
were all created to acquire, hold and sell publicly traded securities. None of
the entities disclosed herein were formed to solely acquire, hold and sell the
Issuer's securities. Each of these entities owns securities issued by one or
more companies other than Issuer. The members and limited partners in SAL,
SALII, SIP, Kerrimatt and Federal are all passive investors, who do not - and
can not - directly or indirectly participate in the management of these
entities, including without limitation proxy contests. Seidman's compensation
is, in part, dependent upon the profitability of the operations of these
entities, but no provision is made to compensate Seidman solely based upon the
profits resulting from transactions involving the Issuer's securities.
The voting power over the Issuer's securities is not subject to any
contingencies beyond standard provisions for entities of this nature, (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner.
Pursuant to Section 16 of the Amended and Restated Agreement of Limited
Partnership (Partnership Agreement), Veteri Place Corporation, as of the end of
each fiscal quarter shall be entitled to receive an administrative fee equal to
a quarter of 1% of SIP's assets.
The scheduled term of SIP is until December 1, 2014 unless sooner terminated as
provided in the Partnership Agreement.
SAL's term shall continue in full force and effect until May 1, 2024 unless
terminated as provided for in its operating agreement.
SALII's term shall continue in full force and effect until May 1, 2024 unless
terminated as provided for in its operating agreement.
Kerrimatt"s term shall continue in full force and effect as provided in its
Letter Agreement. Pursuant to Paragraph 7 of the Letter Agreement, Mr. Seidman
is entitled to a quarterly administration fee equal to a .25% of 1% of Kerrimatt
assets.
Federal's term shall continue in full force and effect until April 30, 2045 as
provided for in its operating agreement. Pursuant to Article 10.1 of the
operating agreement, Mr. Seidman's management term expires on June 30, 2000.
Pursuant to Article 10.2 of the Operating Agreement, Mr. Seidman is entitled to
a quarterly administration fee equal to .25% of 1% of Federal's assets.
Partners term shall continue in full force and effect until December 31, 2009
unless terminated earlier as provided for in its Operating Agreement.
The persons and entities listed above agreed to act in concert with regard to
the election of Directors. The persons and entities listed above reserve the
right to terminate their agreement to act in concert.
Whitman and DiPaolo disclaim any beneficial interest in any shares of Common
Stock owned by SAL, SAL II, SIP, Kerimatt, Federal or Seidman and they disclaim
any beneficial interest in any shares of Common Stock owned by TBCI, Partners,
DiPaolo or Whitman.
Mr. Pollack disclaims any beneficial interest in any stock of any other person
or entity.
During the last five (5) years, none of SAL, SAL II, SIP, Federal, Kerrimatt,
TBCI, Partners, Whitman, DiPaolo, Pollack and Seidman (nor any of the members of
the limited liability companies nor limited partners of the limited
partnerships) to the best of their knowledge, (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is 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.
SOLICITATION; EXPENSES
Proxies may be solicited by a Committee comprised of the entities and persons
listed above (The "Committee") by mail, advertisement, telephone, facsimile,
telegraph, and personal solicitation. Whitman, DiPaolo, Pollack and Seidman will
be principally responsible to solicit proxies for the Committee and certain of
their employees will perform secretarial work in connection with the
solicitation of proxies, for which no additional compensation will be paid.
Banks, brokerage houses, and other custodians, nominees, and fiduciaries will be
requested to forward the Committee's solicitation material to their customers
for whom they hold shares and the Committee will reimburse them for their
reasonable out-of-pocket expenses.
The Committee has retained Beacon Hill Partners, Inc. to assist in the
solicitation of proxies and for related services. The Committee will pay Beacon
Hill Partners, Inc. a fee of up to $10,000 and has agreed to reimburse it for
its reasonable out-of-pocket expenses. In addition, the Committee has also
agreed to indemnify Beacon Hill Partners, Inc. against certain liabilities and
expenses, including liabilities and expenses under the federal securities laws.
Approximately six (6) persons will be used by Beacon Hill Partners, Inc. in its
solicitation efforts.
The entire expense of preparing, assembling, printing, and mailing this Proxy
Statement and related materials and the cost of soliciting proxies will be
exclusively borne by Seidman, SAL, SAL II, SIP, TBCI, and Partners.
Although no precise estimate can be made at the present time, the Committee
currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Committee will be approximately $20,000 of which
$-0- has been incurred to date. The Committee intends to seek reimbursement from
the Company for those expenses incurred by the Committee, if their nominees are
elected, but does not intend to submit the question of such reimbursement to a
vote of the Stockholders.
Seidman and Pollack entered into an agreement with SAL, SIP, SAL II, TBCI and
Partners, whereby these entities have agreed to bear all costs and expenses of,
and indemnify against any and all liability incurred by, Seidman and Pollack in
connection with Seidman and Pollack being candidates and a "participant in a
solicitation" (as defined in the rules and regulations under the Securities
Exchange Act of 1934, as amended). Seidman and Pollack will receive directors'
fees upon their election as a Directors of the Company in accordance with the
Company's then practice.
None of the participants in this solicitation nor any associates of the
participants except as set forth herein (i) owns beneficially, directly or
indirectly, or has the right to acquire, any securities of the Company or any
parent or subsidiary of the Company, (ii) owns any securities of the Company of
record but not beneficially, (iii) has purchased or sold any securities of the
Company within the past two years, (iv) has incurred indebtedness for the
purpose of acquiring or holding securities of the Company, (v) is or has been a
party to any contract, arrangement or understanding with respect to any
securities of the Company within the past year, (vi) has been indebted to the
Company or any of its subsidiaries since the beginning of the Company's last
fiscal year or (vii) has any arrangement or understanding with respect to future
employment by the Company or with respect to any future transactions to which
the Company or any of its affiliates will or may be a party. In addition, except
as set forth herein none of the participants or any of the persons participating
in this solicitation on behalf of the participants nor any associate or
immediate family member of any of the foregoing persons has had or is to have a
direct or indirect material interest in any transaction with the Company since
the beginning of the Company's last fiscal year, or any proposed transaction, to
which the Company or any of its affiliates was or is a party.
(vi) During the past ten years none of the participants has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(vii) As of January 15, 1999, there were 1,126,608 shares of Common
Stock shares of the Corporation outstanding. No record date has been set for the
Annual Meeting.
<PAGE>
Schedule B
DATE PRICE PROCEEDS SHARES
- --------------------------------------------------------------------------------
SEIDMAN & ASSOCIATES LLC
9198 13.93 29,251.00 2,100
92898 14.50 39,875.00 2,750
100798 14.75 59,000.00 4,000
- --------------------------------------------------------------------------------
SUB-TOTAL 128,733 8,850
SEIDMAN INVEST. PARTNERSHIP LP
9198 13.94 13,940.00 1,000
92898 14.50 39,875.00 2,750
100798 14.75 59,000.00 4,000
- --------------------------------------------------------------------------------
SUB-TOTAL 112,815.00 7,750
SEIDMAN & ASSOCIATES II, LLC
51998 19.80 49,502.00 2,500
9198 13.94 13,940.00 1,000
92898 14.50 39,875.00 2,750
100798 14.75 59,000.00 4,000
- --------------------------------------------------------------------------------
SUB-TOTAL 162,317.00 10,250
KERRIMATT, LP
92898 14.50 39,875.00 2,750
92998 14.50 2,958.00 200
100798 14.82 22,232.00 1,500
100798 14.75 59,000.00 4,000
- --------------------------------------------------------------------------------
SUB-TOTAL 124,065.00 8,450
FEDERAL HOLDINGS LLC
92898 14.50 39,875.00 2,750
100798 14.75 59,000.00 4,000
100798 14.82 22,232.00 1,500
- --------------------------------------------------------------------------------
SUB-TOTAL 121,107.00 8,250
BENCHMARK PARTNERS LP
72296 11.20 196,015.00 17,500
72596 10.940 27,359.00 2,500
100798 14.75 132,765.00 9000
- --------------------------------------------------------------------------------
SUB-TOTAL 356,139.00 29,000
<PAGE>
THE BENCHMARK COMPANY, INC.
81296 11.88 11,879.00 1,000
81296 11.92 11,919.00 1,000
81296 11.93 11,933.00 1,000
81296 11.92 17,875.00 1,500
81296 11.91 11,906.00 1,000
81296 11.92 11,919.00 1,000
81296 11.96 11,960.00 1,000
81296 11.96 11,960.00 1,000
81296 11.82 11,825.00 1,000
81296 11.90 5,952.00 500
81296 11.90 23,802.00 2,000
81296 11.90 11,903.00 1,000
81296 11.87 29,667.00 2,500
81296 11.90 4,761.00 400
81296 11.90 5,949.00 500
81296 11.92 11,917.00 1,000
90496 11.68 11,677.00 1,000
90496 11.84 11,843.00 1,000
90496 11.76 11,762.00 1,000
90496 11.74 23,489.00 2,000
90496 11.76 11,762.00 1,000
90496 ` 11,762.00 1,000
90496 11.76 5,881.00 500
90496 11.78 5,890.00 500
90496 11.76 11,762.00 1,000
42798 21.23 8,491.00 400
42798 21.20 12,723.00 600
42798 21.20 14,839.00 700
- --------------------------------------------------------------------------------
SUB-TOTAL 349,008.00 28,100
DENNIS POLLACK
113098 19.375 11,044.00 570
113098 19.938 10,466.00 525
113098 20.00 9,800.00 490
- -------------------------------------------------------------------------------
SUB-TOTAL 31,310.00 1,585
TOTAL 1,261,429.00 102,235
<PAGE>
Affidavit
I, Lawrence B. Seidman and I, Dennis Pollack consent to be named in the
proxy statement as nominees and to serve as directors, if elected at the next
Annual Meeting of Eagle BankGroup, Inc.
ss/Lawrence B. Seidman
-----------------------
Lawrence B. Seidman
ss/Dennis Pollack
-----------------------
Dennis Pollack
Sworn to before me
this 20th day of January, 1999
ss/Ruth W. Rivkind
A Notary Public of New Jersey
My Commission Expires Feb. 14, 2001
