UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Damen Financial Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
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(CUSIP Number)
Paul J. Duggan - Jackson Blvd Fund, Ltd,
53 W. Jackson, Chicago IL 60604
(312) 294-6440
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
12/5/97
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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-1(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: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed 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-1(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).
SEC 1746 (12-91) Page 1 of 12
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 2 OF 12 PAGES
---------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul J. Duggan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Working Capital
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
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7 SOLE VOTING POWER
NUMBER OF
246,400
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 116,000
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
246,400
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
116,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
246,400
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.589%
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14 TYPE OF REPORTING PERSON*
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 2 of 12
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 3 OF 12 PAGES
---------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson Blvd Fund, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Working Capital
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 116,000
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
116,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.57%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 3 of 12
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 4 OF 12 PAGES
---------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson Blvd Equities, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Working Capital
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
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7 SOLE VOTING POWER
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 116,000
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
116,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.57%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 4 of 12
<PAGE>
SCHEDULE 13D
CUSIP NO. PAGE 5 OF 12 PAGES
---------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jackson Blvd Partners
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Working Capital
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
IL
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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14 TYPE OF REPORTING PERSON*
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (12-91) Page 5 of 12
<PAGE>
ITEM 1. SECURITY AND ISSUER
-------------------
This Schedule 13D relates to the shares of common stock, par value $.01
pr share (the "Common Stock" or the "Shares"), of Damen Financial Corporation
(the "Company"), with its principal executive offices located at 200 West
Higgins Road, Schaumburg, IL 60195-3780.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
This Schedule 13D is being filed by the following reporting
persons:
(i) Paul J. Duggan ("Duggan")
(ii) Jackson Boulevard Fund, Ltd. (" Jackson Fund")
(iii) Jackson Boulevard Equities, L.P. ("Jackson Equity")
Jackson Fund, a corporation incorporated under the laws of the State of
Illinois, is the sole general partner of Jackson Equity, a limited partnership
organized under the laws of the state of Illinois. Jackson Equity is a
private investment partnership engaged in the purchase and sale of securities
for investment for its own account. Jackson Fund is in the business of
serving as the general partner of Jackson Equity and other investment
partnerships. Paul J. Duggan ("Duggan") is the sole stockholder and an
officer and director of Jackson Fund. The business address of Jackson Fund
and Jackson Equities is 53 West Jackson Boulevard, Suite 400, Chicago, IL
60604.
Jackson Fund, Jackson Equity, and Duggan have not, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors, if any), nor were either a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which any of them were or are 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
As of December 8, 1997, Jackson Equity was the owner of record and the
beneficial owner of 116,000 shares. The source of funds used by Jackson Equity
to purchase the shares was Jackson Equity's working capital. Jackson
Equity, from time to time, borrows funds through customer margin accounts with
Bear Stearns Securities Corp., thus increasing its available working capital.
Jackson Equity's obligations under the margin accounts are secured by the
marginable equity securities owned by Jackson Equity.
Jackson Fund has a 3% ownership interest in the funds or property of
Jackson Equity in addition to its interest as general partner of Jackson
Equity. Duggan has invested as a limited partner in Jackson Equity.
<PAGE>
As of December 8, 1997, Duggan was the owner of record and the beneficial
owner of 246,400 shares. The source of funds used by Duggan to purchase the
shares was Duggan's working capital. Duggan, from time to time, borrows funds
through customary margin accounts with Bear Stearns Securities Corp., thus
increasing its available working capital. Duggan's obligations under the
margin accounts are secured by the marginable equity securities owned by
Duggan. Duggan owns 2.9% of Jackson Equity as a Limited Partner.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
Jackson Boulevard Equities, L.P. and Duggan have previously indicted
their interest in influencing management. Such interest was indicated in the
amended 13-D of February 3, 1997.
Jackson Boulevard Equities, L.P. and Duggan hereby supplement their 13-D
by the addition of the following information:
On December 5, 1997, Mr. Duggan wrote to the members of the Company's
Board of Directors to advise that he and Jackson Boulevard Equities, L.P. were
disappointed with Damen's continued poor performance, and that the failure of
the Company's Board of Directors and management to perform could not
continue. A copy of Mr. Duggan's letter is attached as Exhibit 1.
The Company suffers from excess capital, a poor dividend policy, and
failure to carry out a successful stock buy-back program and the improper
filing of tax returns (which led to the failure to make a successful return of
capital dividend).
Mr. Duggan, Jackson Boulevard Equities, L.P., and Jackson Boulevard Fund,
Ltd. ask that the Board and management immediately reduce salaries, hire an
investment banker to market the company for sale, look for a merger partner,
and implement numerous other items per the list included in the letter
(Exhibit 1).
Duggan, Jackson Boulevard Equities, L.P., and Jackson Boulevard Fund,
Ltd. feel that the Board and management have proven their inability to manage
the company and therefore should put it up for sale.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) Number and Percentage
---------------------
Duggan owns 246,400 shares representing 7.59% of the outstanding
shares.
Jackson Equity beneficially owns 116,000 shares representing 3.57%
of the outstanding shares. Jackson Fund beneficially owns 116,000 shares.
(b) Power to Vote/Dispose of Shares
-------------------------------
Duggan has the sole power to vote or to dispose of any of his shares
and the shared power to vote and dispose of JBE shares.
<PAGE>
Jackson Equity does not have the sole power to vote or the sole
power to dispose of any shares, rather Jackson Equity has the shared power to
vote and the shared power to dispose of 116,000 shares.
Jackson Fund (as the general partner of Jackson Equity) does not
have the sole power to vote or the sole power to dispose of any shares, rather
Jackson Fund has the shared power to vote and the shared power to dispose of
116,000 shares.
(c) Transactions in the Last 60 Days
--------------------------------
The following table details the transactions by Jackson Equity and
Duggan within the 60 days period prior to the date of filing of this Schedule
13D.
Type
Seller/Buyer Date Amount Price of Transaction
------------ ---- ------ ----- --------------
Jackson Equity/ Duggan None
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
---------------------------------------------------------------------
TO SECURITIES OF THE ISSUER
---------------------------
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named
in Item 2 hereof or between such persons and any other person with respect to
any securities of the Company, including but not limited to transfer or voting
of any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
None.
OTHER. AGREEMENT REGARDING JOINT FILING
--------------------------------
The undersigned hereby agree that this statement on Schedule 13D relating
to shares of Common Stock, $.01 par value, of Damen Financial Corporation, be,
and any amendments to this Statement will be, filed on behalf of each of the
undersigned.
<PAGE>
SIGNATURES
----------
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.
Dated: December 8, 1997
JACKSON BOULEVARD EQUITIES, L.P.
By: JACKSON BOULEVARD FUND, LTD.,
General Partner
By: /s/ Paul J. Duggan
---------------------------
Paul J. Duggan, President
JACKSON BOULEVARD FUND, LTD.
By: /s/ Paul J. Duggan
---------------------------
Paul J. Duggan, President
PAUL J. DUGGAN
By: /s/ Paul J. Duggan
---------------------------
Paul J. Duggan, an individual
<PAGE>
December 5, 1997
The Board of Directors
Damen Financial Corp.
200 West Higgins Road
Schaumburg, IL 60195-3780
To the Board:
I am in receipt of your press release of October 23, 1997 regarding Damen
Financial Corporation. My attitude is one of continued disappointment.
I have recently been approached by several southside banks who are
interested in acquiring Damen. I have also had corporate activists and other
funds inquire about my shares. I have resisted all overtures to date in an
effort to let Damen find it's own style and/or niche in the public market.
Damen recently became a two-year-old public institution. Jackson
Boulevard Fund has been very patient with its investment and given Damen
adequate time to find its own style. However at this point we have lost
patience with management and its Board of Directors.
I have gone through the exercises of comparing Damen to many of its
contemporaries in the Chicago area. My simple analysis is as follows: When
compared to the competition at Hemlock, Preferred, and Park Federal, Damen has
the highest efficiency ratio, the lowest interest margin, the lowest return on
equity, the lowest return on assets and the lowest percentage price increase
during 1997. As they say, "the proof is in the pudding", Damen Financial's
Management and it's Board of Directors has failed terribly.
It appears to me that the company is clearly going backwards. Net
earnings per share (exclusive of the SAIF special assessment) were 17 cents
per share for the quarter ended September 30, 1996 and now, a year later, are
only 16 cents per share.
<PAGE>
Page Two
Damen Financial Corp.
December 5, 1997
The efficiency ratio for the twelve months ended September 1997 has gone
to 70.84% up from the previous years 61.11%.
The Modified Dutch Auction obviously was not the answer. The investing
community is amazed that Damen would have turned down an opportunity to
repurchase shares in price ranges from $11.50 to $12.00 a share so they could
later convert to a national bank and buy shares back at $14.75. This makes no
sense at all, upsets the investment community, and is indicative of poor
financial advice and management.
Damen has now admitted what I have understood to be a fact all along,
i.e. Damen will not be granted the right to pay a one time special return of
capital (tax free dividend). The IRS has failed to approve Damen's
application because Damen filed consolidated tax returns.
I remind you of our first meeting in the Fall of 1995. I asked Mr.
Gartner not to file a consolidated return, but to file an extension and seek
advice on that issue. Mr. Gartner indicated at that time that he was anxious
to file a tax return. Apparently, he did so without seeking advice of
competent counsel and, accordingly, has caused Damen to lose an opportunity to
deal with its excess capital.
This single act has caused Damen to lose its best chance to reduce
capital and enhance shareholder value. Who is responsible? Mr. Gartner?
Your CPA firm? Your law firm?
I have previously requested that Damen add two seats to its board in
order to add people with sophisticated financial backgrounds. Management and
Damen's Board of Directors has ignored the suggestion to add two seats. I
feel Damen currently suffers from an excess of outside advice from lawyers and
poor inside advice from directors and management.
Ultimately, the Board of Directors is responsible and liable for the
actions of its elected officers. The Board is also compensated in part with
options which are tied to the price of the stock. The advice offered by
Jackson Boulevard Fund, e.g. re: buybacks and dividends, would have helped the
share price and enhanced the value of management's and directors stock and
stock options as well as all outside shareholders. All the advice to date has
been ignored to the detriment of all shareholders.
I feel Damen's stock should trade at 130% of book value or $19.00 or more
per share. This would put Damen at parity with its peer group (over
capitalized thrifts with 16 to 20% capital). This valuation change will only
come with drastic changes.
<PAGE>
Page Three
Damen Financial Corp.
December 5, 1997
Based on the continuing poor operating results, poor return on equity,
and failure to increase the shareholder's value using any yardstick, I think
it is now time for Damen to take drastic measures.
I feel the Board of Directors should implement or instruct management to
take the following steps:
1) Immediate reduction in all management salaries.
2) Consideration of an immediate decision to hire an investment
banker to market the company for sale.
3) Look to find an immediate merger partner among Chicago area
thrifts such as Alliance or Park Federal.
4) Consider selling out to a local or regional bank in a stock
transaction.
5) Pay a one-time dividend of $1.00. This should be a substantially
tax-free return of capital.
6) Increase the dividend to 20 cents per quarter (as a method to
deal with excess capital).
7) Move for immediate sale of the Schaumburg facility.
8) Sell the original Damen branch.
9) Obtain competent advice to manage a stock buy back program. The
stock buy back program continues to be a dismal failure.
10) Streamline operations to bring Damen efficiency ratio in line
with its competitors.
11) Increase the Board of Directors by 2 or more individuals to add
financial sophistication.
I look forward to meeting with you to discuss these issues.
Very truly yours,
Paul J. Duggan, President
Jackson Boulevard Fund, Ltd.
PJD/sr
cc: Ms. Mary Beth Stull
Ms. Carol Diver
Mr. Nick Raino
Mr. Edward Tybor
Ms. Janine Poronsky
Mr. Charles Caputo
Mr. Gerald Gartner
