<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May 7, 1996
DAMEN FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its
Charter)
Delaware 0-26574
36-4029638
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(State or other (Commission File No.) (IRS
Employer
jurisdiction of
Identification
incorporation)
Number)
200 West Higgins Road, Schaumburg, Illinois
60195
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(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (708)
882-5320
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N/A
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(Former name or former address, if changed since last
report)
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Item 5. Other Events
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On May 7, 1996, the Registrant issued the attached press
release
announcing its intent to file a private letter ruling request
with the IRS for
a partial return of capital to shareholders.
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Exhibits
99 Press release, dated May 7, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the
Registrant has duly caused this Report to be signed on its behalf
by the
undersigned thereunto duly authorized.
DAMEN FINANCIAL
CORPORATION
Date: May 8, 1996 By: /s/ Gerald R. Gartner
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Gerald R. Gartner,
Treasurer, Chief
Financial Officer
(Principal
Financial and Accounting
Officer)
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<TABLE>
Index to Exhibits
<CAPTION>
Sequentially
Numbered Page
Where Attached
Exhibit
Exhibits
Number
are Located
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<C> <S>
<C>
99 Press Release dated May 7, 1996
5
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[DAMEN FINANCIAL CORPORATION LETTERHEAD]
For Immediate Release For Information contact: Mary Beth
Poronsky Stull
Date: May 7, 1996 (847)
882-5320
DAMEN FINANCIAL TO FILE PRIVATE LETTER RULING REQUEST
WITH THE IRS FOR A PARTIAL RETURN OF CAPITAL TO
SHAREHOLDERS
SCHAUMBURG, ILLINOIS, May 7, 1996 - Damen Financial
Corporation (the
"Company"), the holding company for Damen Federal Bank for
Savings (the
"Bank"), announced today that it has been exploring the
possibility of
declaring a one-time special cash distribution to shareholders.
In connection
therewith, the Company intends to file within the next week a
private letter
ruling request with the Internal Revenue Service to clarify what
portion, if
any, of such distribution may be treated as a tax-free return of
capital.
The amount and timing of such distribution, if any, and its
tax treatment,
will depend upon the results of the private letter ruling
request, the
Company's unconsolidated earnings and profits and future
operating results and
market conditions. The portion, if any, of the distribution
which may be
treated as a return of capital would be viewed as a reduction in
the cost basis
of each share and would not be subject to income tax as a
dividend to
shareholders. The issuance of a favorable private letter ruling
by the
Internal Revenue Service is subject to significant uncertainties
particularly
because the Bank has in the past filed a consolidated tax return.
The private
letter ruling issuance process is anticipated to take six to nine
months.
According to Mary Beth Poronsky Stull, the Company's
Chairman, President
and Chief Executive Officer, "the payment of a special cash
distribution to
shareholders is one of several techniques currently being
considered by the
Board of Directors to enhance long-term stockholder value.
However, the
payment of such a special distribution is subject to significant
contingencies
including in particular the issuance of a favorable private
letter ruling by
the IRS. Accordingly, there can be no assurance that such a
distribution will
be made."
At March 31, 1996, the Company had consolidated total assets
of $235.3
million and stockholders' equity of $56.9 million. The Company's
stock is
traded on the NASDAQ National Market System under the symbol
"DFIN."
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