<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)
January 16, 1997
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: (847)
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 January 16, 1997, the Registrant issued the attached
press
release (Exhibit 99.1) announcing regulatory approval for the
charter
conversion of its subsidiary thrift to a national bank.
On January 21, 1997, the Registrant issued the attached
press
release (Exhibit 99.2) announcing its earnings for the quarter
ended
December 31, 1996.
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Exhibits
99.1 Press release dated January 16, 1997.
99.2 Press release dated January 21, 1997.
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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: January 22, 1997 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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[DAMEN FINANCIAL LETTERHEAD]
For Immediate Release For Information Contact: Mary Beth
Poronsky Stull
Date: January 16, 1997 President and
CEO
(847) 882-5320
DAMEN FINANCIAL CORPORATION'S SUBSIDIARY
DAMEN FEDERAL BANK FOR SAVINGS,
TO CONVERT FROM
A FEDERAL SAVINGS BANK TO A NATIONAL BANK
SCHAUMBURG, ILLINOIS, January 16, 1997 - Mary Beth Poronsky
Stull,
the Company's President and Chief Executive Officer, announced
today that
the Company's wholly-owned subsidiary, Damen Federal Bank for
Savings, has
received conditional approval from the Office of the Comptroller
of the
Currency to convert its charter from a federal savings bank to a
national
bank.
According to Ms. Stull, "the adoption of a national bank
charter is an
important part of the Bank's effort to restructure its products
and
services to meet the challenges of an evolving marketplace."
Final completion of the charter conversion is anticipated to
occur
within the next 30 days. Upon completion of the transaction, the
Bank will
operate under the name "Damen National Bank."
Damen Federal Bank serves its customers through offices
located in
Schaumburg, Chicago and Burbank, Illinois.
-END-
<PAGE>
PRESS RELEASE
January 21, 1997
Contact: Mary Beth Poronsky Stull, President & CEO
Gerald J. Gartner, Treasurer & CFO
(847) 882-5320
DAMEN FINANCIAL CORPORATION ANNOUNCES
FIRST QUARTER EARNINGS OF $392,000
Schaumburg, Illinois - Damen Financial Corporation (NASDAQ:
DFIN) the
holding company for Damen Federal Bank for Savings, today
announced
earnings for the quarter ended December 31, 1996. Net income was
$392,000
for the three month period, or $.11 per share (fully diluted) as
compared
to $471,000 or $.13 per share (fully diluted) for the same period
in 1995,
resulting in a decrease in net income of $79,000. Mary Beth
Poronsky
Stull, Damen Financial's President and Chief Executive Officer
explained
that "Net interest income increased slightly from a year ago.
However, the
increase was more than offset by increased operating expense,
primarily
compensation and employee benefits, resulting from increased
salaries,
bonuses, ESOP contributions and the Recognition and Retention
Plan which
was not in existence one year ago. In addition, there were
increased costs
during the quarter due to the start up of our ATM machines and
cash cards
as well as the home equity line of credit program, plus
depreciation of the
cost of upgrading to a new integrated computer system during the
spring of
1996."
Damen Financial's net interest income increased $80,000 or
4.9% to
$1.7 million for the three months ended December 31, 1996 from
$1.6 million
a year ago.
The Company's interest rate spread averaged 1.80% during the
quarter
ended December 31, 1996, an increase of 21 basis points from the
1.59%
average for the same quarter in 1995. The increase in the
interest rate
spread was due primarily to the increase of .15% in yield on
average
interest-earning assets during the quarter to 7.32% from 7.17%
one year
ago, in addition to a decrease of .06% in the average cost of
interest-bearing
liabilities to 5.52% from 5.58% for the same quarter one year
ago. The net interest margin increased 12 basis points to 3.02%
for the
quarter from 2.90% a year ago.
The Company's provision for loan losses for the quarter
ended December
31, 1996 was $5,000 compared to $15,000 for the same quarter a
year ago.
Ms. Poronsky Stull commented that "asset quality remains very
high as non-
preforming assets were only $363,000 or .15% of total assets at
December
31, 1996 compared to $351,000 or .15% of total assets at
September 30,
1996."
Total non-interest income for the 1996 quarter decreased to
$37,000
from $42,000 for the same quarter in the prior year.
Total non-interest expense for the quarter totaled $1.3
million
compared to $1.1 million for the same quarter of 1995, an
increase of
$191,000 or 17.3%. The increase resulted primarily from
increased
compensation and benefit costs (including the costs of new stock
based
incentive plans), increased occupancy and equipment expense and
additional
expense for professional services.
At December 31, 1996 total assets amounted to $235.3
million, an
increase of $709,000 or .30% as compared to $234.5 million at
September 30,
1996. Mortgage-backed securities increased by $1.3 million while
loans
receivable decreased $763,000. Savings deposits increased $1.0
million
during the quarter to $120.0 million from $119.0 million at
September 30,
1996 while Federal Home Loan Bank advances decreased $1.6 million
to $58.0
million from $59.6 million.
As of December 31, 1996 stockholders' equity was $53.8
million, an
increase of $960,000 or 1.82% from $52.9 million at September 30,
1996. At
December 31, 1996 book value per share was $14.28, an increase of
$.26 from
$14.02 at September 30, 1996. The Company paid a cash dividend
of $.06 per
share during the quarter ended December 31, 1996.
Damen Federal Bank for Savings is a federally chartered
stock savings
bank. On January 16, 1997 the Company issued a press release to
announce
that Damen Federal Bank for Savings had received conditional
approval from
the office of the Comptroller of the Currency to convert its
charter from a
federal savings bank to a national bank.
The savings bank is a community - oriented institution offering
traditional
deposit and mortgage loan products. It operates three full
service
offices, located in Chicago, Schaumburg and Burbank, Illinois.
(Two pages of selected financial information are included
with this
release.)
-END-
<PAGE>
DAMEN FINANCIAL CORPORATION
SELECTED FINANCIAL CONDITION DATA
<TABLE>
<CAPTION>
December 31, September 30, Increase
1996 1996 (Decrease)
(Unaudited)
(In Thousands)
<S> <C> <C> <C>
Total assets $235,264 $234,555 $709
Interest bearing deposits 1,050 1,011 39
Loans receivable, net 90,383 91,146 (763)
Mortgage-backed securities 89,421 88,098 1,323
Tax-exempt securities 24,873 24,905 (32)
Investment securities 23,569 23,325 244
Deposits 120,029 118,973 1,056
Total borrowings 58,000 59,600 (1,600)
Total equity 53,830 52,870 960
</TABLE>
SELECTED OPERATIONS DATA
UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended
December 31,
1996 1995
(In Thousands)
<S> <C> <C>
Total interest income $4,157 $4,042
Total interest expense 2,442 2,407
Net Interest income 1,715 1,635
Provisions for loan losses 5 15
Net interest income after provision
for loan losses 1,710 1,620
Fees and service charges 19 21
Other non-interest income 18 21
Total non-interest income 37 42
Total non-interest expense 1,292 1,101
Income before taxes 455 561
Income tax (provision) benefit (63) (90)
Net income $392 $471
</TABLE>
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DAMEN FINANCIAL CORPORATION
SELECTED FINANCIAL RATIOS AND OTHER DATA
UNAUDITED
<TABLE>
<CAPTION>
At or For
Three Months Ended
December 31,
1996 1995
<S> <C> <C>
Performance Ratios:
Return on average assets (1) .67% .81%
Return on average equity (1) 2.94 3.34
Efficiency ratio (4) 75.35 65.65
Ratio of operating expense to
average total assets (1) 2.20 1.89
Ratio of average interest-earning
assets to average interest-bearing
liabilities 128.46 130.66
Interest rate spread information:
Average during period 1.80 1.59
End of period (2) 1.68 1.63
Net interest margin (3) 3.02 2.90
Per Share Information:
Book value per share outstanding $14.28 $14.40
Earnings per share - primary .11 .13
Earnings per share - fully diluted .11 .13
Dividends declared .06 .00
</TABLE>
<TABLE>
<CAPTION>
At At
December 31,
September 30,
1996 1996
<S> <C> <C>
Quality Ratios:
Non-performing assets to total
assets at end of period .15% .15%
Allowance for loan losses to non-
performing loans 95.09 98.42
Allowance for loan losses to loans
receivable, net .38 .38
Capital Ratios:
Equity to total assets at end of period 22.88 22.54
Average equity to average assets 22.71 23.63
Other Data:
Number of full service offices 3 3
(1) Ratios have been annualized.
(2) If calculated using the taxable equivalent yield on tax
exempt securities, the interest rate spread at the end of
the periods December 31, 1996 and 1995 would have been
1.91%
and 1.84%, respectively.
(3) Net interest income divided by average interest-earnings
assets.
(4) Non-interest expense, divided by net interest income plus
other
income except for gains on investments available-for-sale.
</TABLE>
