<PAGE>
CUSIP No. 235906104 Page 1 of 69 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
DAMEN FINANCIAL CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
235906104
(CUSIP Number)
Paul J. Duggan
Jackson Boulevard Capital Management
53 W. Jackson
Chicago, Illinois 60604
(312) 294-6440
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 2, 1998
(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 [ ].
<PAGE>
CUSIP No. 235906104 Page 2 of 69 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Paul J. Duggan
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
400 shares
Number of
Shares 8 Shared Voting Power
Beneficially 266,200 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 400 shares
10 Shared Dispositive Power
266,200 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
266,600 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
9.0%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 235906104 Page 3 of 69 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Jackson Boulevard Capital Management, Ltd.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 92,200 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
92,200 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
92,200 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
3.1%
14 Type of Reporting Person
CO
<PAGE>
CUSIP No. 235906104 Page 4 of 69 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Jackson Boulevard Equities, L.P.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 60,622 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
60,622 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
60,622 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
2.0%
14 Type of Reporting Person
PN
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CUSIP No. 235906104 Page 5 of 69 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Jackson Boulevard Investments, L.P.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) []
6 Citizenship or Place of Organization
Illinois
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 31,578 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
31,578 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
31,578 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
1.1%
14 Type of Reporting Person
PN
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CUSIP No. 235906104 Page 6 of 69 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Jackson Offshore Fund, Ltd.
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) []
6 Citizenship or Place of Organization
Tortolla, British Virgin Islands
7 Sole Voting Power
0 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
0.0%
14 Type of Reporting Person
CO
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CUSIP No. 235906104 Page 7 of 69 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Jackson Boulevard Partners
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, OO
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) []
6 Citizenship or Place of Organization
Tortolla, British Virgin Islands
7 Sole Voting Power
174,000 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 174,000 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
174,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
5.9%
14 Type of Reporting Person
PN
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CUSIP No. 235906104 Page 8 of 69 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
Vincent Cainkar
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
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
United States
7 Sole Voting Power
100 shares
Number of
Shares 8 Shared Voting Power
Beneficially 4100 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 100 shares
10 Shared Dispositive Power
4100 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,200 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
Less than 0.1%
14 Type of Reporting Person
IN
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CUSIP No. 235906104 Page 9 of 69 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification Number of Above Person (optional)
J. Dennis Huffman
2 Check The Appropriate Box If a Member of a Group (a)[X]
(b)[ ]
3 SEC Use Only
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
United States
7 Sole Voting Power
3,000 shares
Number of
Shares 8 Shared Voting Power
Beneficially 0 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 3,000 shares
10 Shared Dispositive Power
0 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
Less than 0.1%
14 Type of Reporting Person
IN
<PAGE>
CUSIP No. 235906104 Page 10 of 69 Pages
This is Amendment No. 8 to the Schedule 13D filed jointly by Paul J.
Duggan, Jackson Boulevard Capital Management, Ltd. (formerly known as Jackson
Boulevard Fund, Ltd.) ("Jackson Capital"), Jackson Boulevard Equities, L.P.
("Jackson Equities"), Jackson Boulevard Investments, L.P. ("Jackson
Investments"), Jackson Offshore Fund, Ltd. ("Jackson Offshore") (as of Amendment
No. 6 to such Schedule 13D), Vincent Cainkar (as of Amendment No. 7 to such
Schedule 13D), and as of this Amendment No. 8, Jackson Boulevard Partners
("Jackson Partners") and J. Dennis Huffman (collectively, the "Group") on
October 10, 1995 (as earlier amended, the "Original 13D"), and relates to the
common stock, $.01 par value (the "Common Stock"), of Damen Financial
Corporation (the "Issuer"). The following items in the Original 13D are
amended to read in their entirety as follows:
ITEM 1. SECURITY AND ISSUER
This Schedule 13D is being filed jointly by Paul J. Duggan, Vincent
Cainkar, J. Dennis Huffman, Jackson Capital, Jackson Equities, Jackson
Investments, Jackson Offshore and Jackson Partners and relates to the Common
Stock of the Issuer. The address of the principal executive offices of the
Issuer is 200 West Higgins Road, Schaumburg, Illinois 60195.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) Jackson Capital and Jackson Offshore are Illinois
corporations. Jackson Equities and Jackson Investments are Illinois limited
partnerships. Jackson Offshore is a Tortolla, British Virgin Islands,
corporation. Jackson Partners is an Illinois general partnership. The
address of the principal business and the principal office of Jackson
Capital, Jackson Equities, Jackson Partners and Jackson Investments is 53
West Jackson Boulevard, Suite 400, Chicago, Illinois 60604. The address of
the principal business and the principal office of Jackson Offshore is 31
Kildare Street, Dublin 2, Ireland.
The principal business of Jackson Capital is serving as the general
partner of Jackson Equities, Jackson Investments and other investment-oriented
limited partnerships. The principal business of Jackson Equities, Jackson
Investments Jackson Partners and Jackson Offshore is buying and selling
securities for investments, including in particular securities related to
financial industries (including banks and thrifts).
Jackson Capital is the sole general partner of Jackson Equities and
Jackson Investments. Mr. Duggan is the sole stockholder, sole executive officer
and sole director of Jackson Capital. Mr. Duggan controls (through Jackson
Capital) all decisions regarding voting and investment of the shares of the
Issuer held by Jackson Offshore. Mr. Duggan, David Blair and Peter Poole are
the directors of Jackson Offshore; Mr. Blair is the managing director of Jackson
Offshore. The business address of Mr. Blair and Mr. Poole is 31 Kildare Street,
Dublin 2, Ireland. Mr. Blair's principal occupation is that of certified public
accountant. Mr. Poole's principal occupation is that of money manager with
Rathbone Management Services, a
<PAGE>
CUSIP No. 235906104 Page 11 of 69 Pages
British Virgin Islands corporation. Mr. Duggan's principal occupation is
money manager (through Jackson Capital) and his business address is 53 West
Jackson Boulevard, Suite 400, Chicago, Illinois 60604.
Jackson Capital has a 7.7% ownership interest in Jackson Equities and
a 5.1% ownership interest in Jackson Investments. Duggan is a limited partner
of both Jackson Equities and Jackson Investments.
The only partners of Jackson Partners are Paul J. Duggan and Deborah
Duggan, Paul J. Duggan's spouse, both of whom are general partners. Deborah
Duggan's principal occupation is serving as a general partner of Jackson
Partners and providing accounting, administrative and managerial services for
Jackson Partners. Deborah Duggan's business address is 53 West Jackson
Boulevard, Suite 400, Chicago, Illinois 60604.
Vincent Cainkar is an individual whose principal occupation is the
practice of law, particularly as bound counsel. Mr. Cainkar currently serves as
Attorney for the City of Burbank, Village of Evergreen Park, City of Hickory
Hills, Village of McCook, Stickney Township and other local governmental
entities. Mr. Cainkar's residential address is 8206 South Mobile, Burbank, IL
60459. Mr. Cainkar does not have any ownership interest in, nor does he serve
as a partner, director or officer of Jackson Capital, Jackson Equities, Jackson
Investments, or Jackson Offshore.
J. Dennis Huffman is an individual whose principal occupation is
serving as a partner in DHK Development Corp., a developer and leasing agent
for commercial and residential real estate. Mr. Huffman also is a trader on
the floor of the Chicago Board of Trade, trading U.S. Treasury Bond
contracts. Mr. Huffman's residential address is 10549 South Talman Avenue,
Chicago, IL 60655. Mr. Huffman does not have any ownership interest in, nor
does he serve as a partner, director or officer of Jackson Capital, Jackson
Investments, or Jackson Offshore. Mr. Huffman has a non-voting limited
partnership interest in Jackson Equities.
The joint filing agreement of the members of the Group is filed
herewith as Exhibit 1.
(d)-(e) During the past five years, none of Mr. Duggan, Mr. Cainkar,
Mr. Huffman, Jackson Capital, Jackson Equities, Jackson Offshore Jackson
Partners or Jackson Investments has been convicted in a criminal proceeding
(excluding traffic violations), and none of Mr. Duggan, Mr. Cainkar, Jackson
Capital, Jackson Equities, Jackson Offshore, Jackson Partners or Jackson
Investments has been 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.
(f) Mr. Duggan and Mr. Cainkar are citizens of the United States.
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CUSIP No. 235906104 Page 12 of 69 Pages
ITEM 4. PURPOSE OF TRANSACTION
The Group's goal is to profit from appreciation in the market price
of the Common Stock. The Group expects to actively assert shareholder
rights, in the manner described below, with the purpose to influence the
policies of the Issuer, in particular with the intent of influencing a
business combination involving the Issuer.
By letter dated February 3, 1997, Mr. Duggan expressed to the Issuer
his disappointment with the Issuer's business situation and suggested courses of
action, including the addition of a specific individual as a member of the
Issuer's Board of Directors. A copy of that letter is attached as Exhibit 2.
By letter dated December 5, 1997, Mr. Duggan wrote to the members of the
Issuer's Board of Directors to advise the Issuer of his continued disappointment
with the financial performance of the Issuer. The letter listed certain steps
that the Issuer should implement. A copy of that letter is attached as Exhibit
3.
By letter dated December 17, 1997, Mr. Duggan submitted a notice of
intent to introduce a stockholders' proposal at the 1998 annual meeting of
stockholders of the Issuer and to nominate two persons for election as directors
at that meeting. A copy of that letter is attached as Exhibit 4. By letter
dated December 23, 1997, the Issuer refused to allow Mr. Duggan to present the
stockholder's proposal or to nominate candidates for election to the Board of
Directors. A copy of that letter is attached as Exhibit 5.
By letter dated December 30, 1997, Mr. Duggan suggested an alternative
stockholders' proposal. A copy of that letter is attached as Exhibit 6. Also
by letter dated December 30, 1997, Mr. Duggan requested that the Issuer provide
him with a stockholder list and certain other related materials. A copy of that
letter is attached as Exhibit 7. After additional discussion and
correspondence, the Issuer provided Mr. Duggan with access to stockholder list
materials. Prior to the annual meeting of stockholders, Mr. Duggan also
corresponded and held discussions with the Issuer regarding the inability of Mr.
Duggan to vote shares held in excess of the 10% voting limitation contained in
the Issuer's Certificate of Incorporation.
By letter dated December 30, 1997, Mr. Duggan gave notice of his
intent to nominate two persons for election to the Board of Directors of the
Issuer. A copy of that letter is attached as Exhibit 8. By letter dated
January 2, 1998, the Issuer refused to permit the presentation of a stockholder
proposal by Mr. Duggan or the nomination of candidates for election to the Board
of Directors. A copy of that letter is attached as Exhibit 9. By letter of
his counsel dated January 5, 1998, Mr. Duggan responded to the Issuer. A copy
of that letter is attached as Exhibit 10. By letter dated January 7, 1998, the
Issuer responded to the letter of Mr. Duggan's counsel. A copy of that letter
is attached as Exhibit 11. The Issuer, Mr. Duggan and the other individual Mr.
Duggan intended to nominate for election to the Board of Directors discussed
circumstances under which Mr. Duggan would withdraw his notice of intent to
nominate. A copy of a letter written by counsel to the Issuer regarding those
discussions, dated January 8, 1998, is attached as Exhibit 12.
<PAGE>
CUSIP No. 235906104 Page 13 of 69 Pages
By letter dated August 18, 1998, Mr. Duggan submitted a notice of
intent to introduce a stockholders' proposal at the 1999 annual meeting of
stockholders of the Issuer. A copy of that letter is attached as Exhibit 13.
By letter dated August 24, 1998, Mr. Duggan expressed to the Issuer his
disappointment with the Issuer's business situation and suggested courses of
action. A copy of that letter is attached as Exhibit 14.
By letter dated November 16, 1998, Mr. Duggan submitted a notice of
proposal to nominate Paul J. Duggan, Vincent Cainkar and J. Dennis Huffman for
election to the Board of Directors of the Issuer. A copy of the letter and the
supporting materials thereto is attached as Exhibit 15. Also by letter dated
November 23, 1998, Mr. Duggan requested, pursuant to Section 220 of the Delaware
General Corporation Law, that the Issuer provide him with a stockholder list and
certain other related materials. A copy of that letter is attached as Exhibit
16.
By letter dated November 27, 1998, the Issuer responded to Mr.
Duggan's notice of proposal to nominate directors, requesting certain additional
information from the nominees through a questionnaire prepared by the Issuer. A
copy of the letter is attached as Exhibit 17. On December 10, 1998, completed
copies of the questionnaire where delivered by each of the director nominees to
the Issuer. Copies of these questionnaires are attached as Exhibit 18.
By letter dated December 3, 1998, the Issuer responded to Mr. Duggan's
request for a stockholder list and additional information, asserting that the
request was governed by Rule 14a-7 under the Securities Exchange Act of 1934
(the "Exchange Act") and requesting an affidavit from Mr. Duggan pursuant to
Rule 14a-7(c). A copy of the letter is attached as Exhibit 19. By letter dated
December 7, 1998, Mr. Duggan reiterated his demand for a stockholder list and
certain other information, pursuant to Section 220 of the Delaware General
Corporation Law and Rule 14a-7 under the Exchange Act; attached to such letter
was an affidavit from Mr. Duggan containing certain representations pursuant to
Rule 14a-7(c). A copy of the letter and affidavit is attached as Exhibit 20.
By letter dated December 10, 1998, the Issuer responded to Mr.
Duggan's letter dated December 7, 1998, asserting that the Issuer would advise
Mr. Duggan on December 15, 1998 as to whether it provide the requested materials
at that time to Mr. Duggan or whether it would mail materials from Mr. Duggan to
stockholders. A copy of the letter is attached as Exhibit 21. By letter dated
December 11, 1998, Mr. Duggan responded to the Issuer's letter dated December
10, 1998, asserting that pursuant to Section 220 of the Delaware General
Corporation Law, Mr. Duggan would be available on December 15, 1998 to receive
the materials he requested in his letter dated December 7, 1998 and would submit
to the Issuer at that time a check to cover the Issuer's expenses in producing
such material. A copy of this letter is attached as Exhibit 22.
The Group intends to continue to evaluate the Issuer and its business
prospects and intends to consult with management of the Issuer, other
shareholders of the Common Stock or other persons to further its objectives.
The Group may make further purchases of shares of
<PAGE>
CUSIP No. 235906104 Page 14 of 69 Pages
the Common Stock or may dispose of any or all of its shares of the Common
Stock at any time. At present, and except as disclosed herein, the Group has
no specific plans or proposals that relate to, or could result in, any of the
matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of
Schedule 13D. The Group intends to continue to explore the options available
to it. The Group may, at any time or from time to time, review or reconsider
its position with respect to the Issuer and may formulate plans with respect
to matters referred to in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) By virtue of his control over the stock personally owned by
him and that owned by Jackson Capital, Jackson Equities, Jackson Investments
and Jackson Offshore, Mr. Duggan beneficially owns 266,600 of the 273,800
shares of the Common Stock owned by members of the Group, constituting
approximately 9.0% of the issued and outstanding shares of the Common Stock,
based on the number of outstanding shares (2,967,154) reported on the
Issuer's Quarterly Report on Form 10-Q filed on August 14, 1998. Jackson
Capital beneficially owns only the 92,200 shares held in the names of Jackson
Equities and Jackson Investments, constituting approximately 3.1% of the
issued and outstanding shares of the Common Stock. Jackson Equities
beneficially owns only the 60,622 shares of the Common Stock it holds in its
own name, constituting approximately 2.0% of the issued and outstanding
shares of the Common Stock. Jackson Investments beneficially owns only the
31,578 shares of the Common Stock it holds in its own name, constituting
approximately 1.1% of the issued and outstanding shares of the Common Stock.
After the sale of 29,800 shares of the Common Stock on December 2, 1998 (as
reported in Item 5(c) below), Jackson Offshore no longer beneficially owns
any of the Common Stock. None of Mr. Duggan, Jackson Capital, Jackson
Equities, Jackson Investments or Jackson Offshore otherwise beneficially owns
any shares of the Common Stock. Vincent Cainkar beneficially owns 4,200
shares of the Common Stock, including 100 shares of Common Stock held in his
own name and 4,100 shares of Common Stock held jointly by him and Cathy M.
Cainkar, constituting less than 0.1% of the issued and outstanding shares of
Common Stock. J. Dennis Huffman beneficially owns 3000 shares of Common
Stock, all of which are held in his own name, constituting less than 0.1% of
the issued and outstanding shares of Common Stock.
(b) With respect to the shares described in (a) above, Mr. Duggan has
sole voting and investment power with regard to the 400 shares held by Mr.
Duggan. Mr. Duggan, Jackson Capital, Jackson Equities, and Jackson Investments
have shared voting and investment power with regard to the 92,200 shares held by
Jackson Equities and Jackson Investments. Mr. Duggan and Deborah Duggan, Mr.
Duggan's spouse, have shared voting and investment power with regard to the
174,000 shares held by Jackson Partners. Deborah Duggan's principal occupation
is serving as a general partner of Jackson Partners and providing accounting,
administrative and managerial services for Jackson Partners. Deborah Duggan's
business address is 53 West Jackson Boulevard, Suite 400, Chicago, Illinois
60604. Mr. Cainkar has sole voting and investment power with regard to the 100
shares held in his own name and has shared voting and investment power with
respect to the 4,100 shares held jointly by him and
<PAGE>
CUSIP No. 235906104 Page 15 of 69 Pages
Cathy M. Cainkar. Cathy M. Cainkar is an individual whose residential
address is 8206 South Mobile, Burbank, IL 60459. Mrs. Cainkar does not have
any ownership interest in, nor does he serve as a partner, director or
officer of Jackson Capital, Jackson Equities, Jackson Investments, or Jackson
Offshore. Mrs. Cainkar has a non-voting limited partnership interest in
Jackson Investments. During the past five years, neither Mrs. Cainkar nor
Mrs. Duggan has been convicted in a criminal proceeding (excluding traffic
violations), or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which either 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.
(c) The following purchases of the Common Stock are the only
transactions in the Common Stock made by J. Dennis Huffman during the past sixty
days, all of which were made in open market purchases on the Nasdaq National
Market System:
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES COST PER SHARE
---- ---------------- --------------
<S> <C> <C>
12/3/98 1,000 $14 3/4
12/3/98 1,000 $15
</TABLE>
The following purchase of the Common Stock is the only transactions in
the Common Stock made by Jackson Equities during the past sixty days, which
purchase was made from Jackson Offshore at a market-determined price:
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES COST PER SHARE
---- ---------------- --------------
<S> <C> <C>
12/2/98 4,000 $14 1/2
</TABLE>
The following purchase of the Common Stock is the only transactions in
the Common Stock made by Jackson Investments during the past sixty days, which
purchase was made from Jackson Offshore at a market-determined price:
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES COST PER SHARE
--- ---------------- --------------
<S> <C> <C>
12/2/98 4,000 $14 1/2
</TABLE>
The following sales of the Common Stock are the only transactions in
the Common Stock made by Jackson Offshore during the past sixty days:
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES COST PER SHARE
---- ---------------- --------------
<S> <C> <C>
12/2/98 23,800 $14 1/2
12/2/98 4,000 $14 1/2
</TABLE>
<PAGE>
CUSIP No. 235906104 Page 16 of 69 Pages
<TABLE>
<S> <C> <C>
12/2/98 2,000 $14 1/2
</TABLE>
The first of the transactions by Jackson Offshore listed above was
made in open market sales on the Nasdaq National Market System. The second
transaction listed above was a sale made to Jackson Equities at a
market-determined price. The third transaction listed above was a sale made
to Jackson Investments at a market-determined price.
Except as set forth below, the following sale of the Common Stock is
the only transaction in the Common Stock made by Paul J. Duggan during the past
sixty days, which sale was made in open market sales on the Nasdaq National
Market System:
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES COST PER SHARE
---- ---------------- --------------
<S> <C> <C>
12/2/98 72,000 $14 1/2
</TABLE>
Mr. Duggan also transferred 174,000 shares of the Common Stock held in
his own name to Jackson Partners on December 2, 1998. No consideration was paid
by Jackson Partners in this transaction.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
No. Description
--- -----------
<C> <S>
1 Joint Filing Agreement
2 Letter from Paul J. Duggan to Mary Beth Poronsky Stull, dated
February 3, 1997.*
3 Letter from Paul J . Duggan to the Board of Directors of the
Issuer, dated December 5, 1997.*
4 Letter from Paul J . Duggan to Janine M. Poronsky, dated December
17, 1997.*
5 Letter from Janine M. Poronsky to John M. Klimek, dated December
23, 1997.*
6 Letter from Paul J . Duggan to Janine M. Poronsky, dated December
30, 1997.*
7 Letter from Paul J . Duggan to Janine M. Poronsky, dated December
30, 1997.*
8 Letter from Paul J . Duggan to Janine M. Poronsky, dated December
30, 1997.*
9 Letter from Janine M. Poronsky to John M. Klimek, dated January
2, 1998.*
</TABLE>
<PAGE>
CUSIP No. 235906104 Page 17 of 69 Pages
<TABLE>
<C> <S>
10 Letter from John M. Klimek to Janine M. Poronsky, dated January
5, 1998.*
11 Letter from Janine M. Poronsky to John M. Klimek, dated January
7, 1998.*
12 Letter from Kip A. Weissman, P.C. to Vincent Cainkar, dated
January 8, 1998.*
13 Letter from Paul J . Duggan to Janine M. Poronsky, dated August
18, 1998.*
14 Letter from Paul J . Duggan to Mary Beth Poronsky Stull, dated
August 24, 1998.*
15. Letter from Paul J. Duggan to Janine M. Poronsky, dated November
16, 1998.*
16. Letter from Paul J. Duggan to Janine M. Poronsky, dated November
23, 1998.*
17. Letter from Janine M. Poronsky to Paul J. Duggan, dated November
27, 1998.
18. Completed Questionnaires from J. Dennis Huffman, Paul J. Duggan
and Vincent Cainkar, delivered to Damen Financial Corporation on
December 10, 1998.
19. Letter from Janine M. Poronsky to Paul J. Duggan, dated December
3, 1998.
20. Letter from Paul J. Duggan to Janine M. Poronsky, dated December
7, 1998.
21. Letter from Janine M. Poronsky to Paul J. Duggan, dated December
10, 1998.
22. Letter from Paul J. Duggan to Janine M. Poronsky, dated December
11, 1998.
</TABLE>
_________________
*Filed as part of the Original 13D.
<PAGE>
CUSIP No. 235906104 Page 18 of 69 Pages
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.
Date: December 12, 1998
/s/ Paul J. Duggan
Paul J. Duggan, an individual
Jackson Boulevard Capital Management, Ltd.
By: /s/ Paul J. Duggan
Paul J. Duggan, President
Jackson Boulevard Equities, L.P.
By: Jackson Boulevard Capital Management, Ltd.
General Partner
By: /s/ Paul J. Duggan
Paul J. Duggan, President
Jackson Boulevard Investments, L.P.
By: Jackson Boulevard Capital Management, Ltd.
General Partner
By: /s/ Paul J. Duggan
Paul J. Duggan, President
Jackson Offshore Fund, Ltd.
By: /s/ Paul J. Duggan
Paul J. Duggan
/s/ Vincent Cainkar
<PAGE>
CUSIP No. 235906104 Page 19 of 69 Pages
Vincent Cainkar, an individual
/s/ J. Dennis Huffman
J. Dennis Huffman, an individual
<PAGE>
CUSIP No. 235906104 Page 20 of 69 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree that the Schedule 13D to which this Joint
Filing Agreement is being filed as an exhibit shall be a joint statement filed
on behalf of each of the undersigned.
Date: December 12, 1998
/s/ Paul J. Duggan
Paul J. Duggan, an individual
Jackson Boulevard Capital Management, Ltd.
By: /s/ Paul J. Duggan
Paul J. Duggan, President
Jackson Boulevard Equities, L.P.
By: Jackson Boulevard Capital Management, Ltd.
General Partner
By: /s/ Paul J. Duggan
Paul J. Duggan, President
Jackson Boulevard Investments, L.P.
By: Jackson Boulevard Capital Management, Ltd.
General Partner
By: /s/ Paul J. Duggan
Paul J. Duggan, President
/s/ Vincent Cainkar
Vincent Cainkar, an individual
/s/ J. Dennis Huffman
<PAGE>
CUSIP No. 235906104 Page 21 of 69 Pages
J. Dennis Huffman, an individual
<PAGE>
CUSIP No. 235906104 Page 22 of 69 Pages
EXHIBIT 17
DAMEN FINANCIAL CORPORATION
November 27, 1998
Paul J. Duggan VIA FEDERAL EXPRESS
Jackson Boulevard Fund Ltd.
53 W. Jackson Blvd.
Suite 400
Chicago, IL 60604
Dear Mr. Duggan:
We have received your materials in which you indicate you wish to nominate three
individuals to serve as directors of Damen Financial Corporation (the
"Company"). Section 6(c) of Article I of the Company's Bylaws provides that a
stockholder notice relating to the nomination of directors must set forth as to
each person whom such stockholder proposes to nominate as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of the directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities and
Exchange Act of 1934, as amended.
The information you provided to the Company about your nominees does not provide
all of the information required by Regulation 14A.
I have enclosed herewith a series of questions which should be answered by each
of your proposed nominees so that they have complied with the requirement of the
Company's Bylaws cited above. These questions are based on items 5, 6 and 7 of
the Schedule 14A of Regulation 14A, as well as portions of items 401-404 of
Regulation S-K which are incorporated into Regulation 14A.
If you have any questions with respect to the foregoing, please feel free to
telephone our attorney, Gary E. Medler, at (312)704-3000. Please respond by
December 11, 1998.
<PAGE>
CUSIP No. 235906104 Page 23 of 69 Pages
Sincerely,
/s/ Janine M. Poronsky
Janine M. Poronsky
Corporate Secretary
Enc.
cc: Timothy M. Sullivan
Gary E. Medler
<PAGE>
CUSIP No. 235906104 Page 24 of 69 Pages
EXHIBIT 18
DAMEN FINANCIAL CORPORATION
TO:
Please complete, sign and return one copy of this Questionnaire to the
President of Damen Financial Corporation as soon as possible. You may retain
the other copy for your personal files. Unless stated otherwise, answers should
be given as of the date you complete this Questionnaire. If there is any
situation about which you have any doubt, please give relevant facts so that the
information may be reviewed by our counsel. Unless otherwise indicated by the
context, the term "Company" refers to the Company, Damen National Bank (the
"Bank") and any other subsidiaries or affiliates of the Company.
1. If you are a nominee to become a director of the Company, please furnish
the following information:
1. Please set forth your full name.
Answer: J. Dennis Huffman
-------------------------------------------
2. Please indicate your birth date.
Answer: 7/2/42
-------------------------------------------
3. Are you related by blood, marriage or adoption to any director,
executive officer or person nominated or chosen to become a director
or executive officer of the Company or any subsidiary or other
affiliate of the Company? If so, state the identity of the director
or officer and the nature of the relationship. Relationships more
remote than first cousin need not be mentioned.
Answer: No
-------------------------------------------
4. Are you being selected to serve pursuant to any arrangement or
understanding between yourself and any other person (other than
directors or officers of the Company acting solely in their capacities
as such)? If so, describe the arrangement or understanding below.
Answer: No
-------------------------------------------
5. Please give a brief account of your business experience during the
past five years (together with applicable dates); include your
principal occupations and employment during that period and the name
and principal business of any
<PAGE>
CUSIP No. 235906104 Page 25 of 69 Pages
corporation or other organization in which such occupations and
employment were carried on. What is required is information
relating to the level of your professional competence, which may
include, depending upon the circumstances, such specific
information as the size of the operation supervised.
Answer: Mr. Huffman graduated from DePaul University and holds an
MBA from Northwestern University's Kellogg Graduate School of
Management. Mr. Huffman spent 20 years in the banking business
before leaving the position of chief operating officer of Beverly
Bank, the lead bank for Beverly Bancorp. He was a bank director and
served as board laison between the client banks. He is currently
a partner in DHK Development Corp, developer and leasing agent for
commercial and residential real estate and an active trader on the
floor of the Chicago Board of Trade. DHK controls over $5,000,000
of commercial and residential real estate. Trades U.S. Treasury
Bond contracts.
--------------------------------------------------------------------
6. If you are a nominee to be a director, please list all other
directorships in publicly held companies which you presently hold.
Answer: None
-------------------------------------------
7. If you are a nominee to become a director, are you a member or
employee of a law firm which the Company has retained during the last
fiscal year or which the Company proposes to retain in the current
fiscal year? If your answer is "yes" please indicate whether the fees
paid to your law firm by the Company exceed five percent (5%) of the
firm's gross revenues for its last fiscal year.
Answer: No
-------------------------------------------
8. If you are a director or a nominee to become a director, are you now,
or have you been during the last fiscal year, an executive officer, or
do you now own, or have you owned during the last fiscal year,
directly or indirectly, in excess of a ten percent (10%) equity
interest in any firm, corporation or other business or professional
entity:
(1) Which has made payments to the Company or its subsidiaries for
property or services1 during the Company's last fiscal year in
excess of $838,050 (five percent (5%)) of the Company's
consolidated gross revenues for the last fiscal year);
Answer: No
-------------------------------------------
(2) Which proposes to make payments to the Company or its
subsidiaries for property or services during the current fiscal
year in excess of $838,050 (five percent (5%)) of the Company's
consolidated gross revenues for the last fiscal year);
<PAGE>
CUSIP No. 235906104 Page 26 of 69 Pages
Answer: No
-------------------------------------------
(3) To which the Company or its subsidiaries was (were) indebted2 at
any time during the Company's last fiscal year in an aggregate
amount in excess of $11,555,450 (five percent (5%)) of the
Company's consolidated assets at the end of the last fiscal
year);
Answer: No
-------------------------------------------
(4) To which the Company or its subsidiaries has (have) made payments
for property or services during such entity's last fiscal year in
excess of five percent (5%) of such entity's gross revenues for
its last fiscal year; or
Answer: No
-------------------------------------------
(5) To which the Company or its subsidiaries propose(s) to make
payments for property or services during such entity's current
fiscal year in excess of five percent (5%) of such entity's
consolidated gross revenues for its last fiscal year?
Answer: No
-------------------------------------------
9. If you are a nominee to become a director, are you a director,
partner, officer or employee of any investment banking firm which has
performed services for the Company (other than as a participating
underwriter in a syndicate) during the last fiscal year or which the
Company proposes to employ in the current fiscal year? If your answer
is "yes" please indicate whether the fees paid to your investment
banking firm by the Company exceed five percent (5%) of that firm's
consolidated gross revenues for its last fiscal year.
Answer: No
-------------------------------------------
10. If you are a nominee to become a director, are you a control person3
of the Company.
Answer: No
-------------------------------------------
11. If you are a nominee to become a director, do you have any other
relationships with the Company or its subsidiaries similar in nature
and scope to those described above?
Answer: No
-------------------------------------------
<PAGE>
CUSIP No. 235906104 Page 27 of 69 Pages
12. If you were the beneficial owner of more than ten percent (10%) of the
Company's Common Stock, did you file all required reports on Forms 3,
4 and 5 on a timely basis during the fiscal year ending September 30,
1998.
Answer: N/A
-------------------------------------------
If you answered "No" to the foregoing question, please give the details on
a separate sheet and attach it to this Questionnaire setting forth the
number of late reports, the number of transactions that were not reported
on a timely basis and any known failure to file a required report.
2. If you are a nominee to become a director of the Company, have any of the
following events occurred during the past five years? If so, describe the
circumstances below:
1. Was a petition under the Bankruptcy Act or any state insolvency law
filed by or against, or a receiver, fiscal agent or similar officer
appointed by a court for the business or property of (i) yourself,
(ii) any partnership in which you were a general partner at the time
or within two years before such event, or (iii) any corporation or
business association of which you were an executive officer at the
time of or within two years before such event?
Answer: No
-------------------------------------------
2. Were you convicted in a criminal proceeding, or are you the named
subject of a criminal proceeding that is presently pending? Omit
traffic violations and other minor offenses.
Answer: No
-------------------------------------------
3. Were you the subject of any court order, judgment or decree, not
subsequently reversed, suspended, or vacated, which permanently or
temporarily enjoined you from any of the following activities:
(1) Acting as a futures commission merchant, introducing broker,
commodity trading adviser, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the
Commodity Futures Trading Commission, or an associated person of
any of the foregoing or as an investment advisor, underwriter,
broker, or dealer in securities, or as an affiliated person,
director, or employee of any investment company, bank, savings
and loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such
activities?
Answer: No
-------------------------------------------
(2) Engaging in any type of business practice?
<PAGE>
CUSIP No. 235906104 Page 28 of 69 Pages
Answer: No
-------------------------------------------
(3) Engaging in any activity in connection with the purchase or sale
of any security or in connection with any violation of federal or
state securities laws or federal commodities laws?
Answer: No
-------------------------------------------
4. Were you the subject of any order, judgment or decree not subsequently
reversed, suspended or vacated of any federal or state authority
barring, suspending, or otherwise limiting for more than 60 days your
right to engage in any of the activities described above or your right
to be associated with persons in any of such activities?
Answer: No
-------------------------------------------
5. Were you found by a court in a civil action or by the Securities and
Exchange Commission to have violated any federal or state securities
law where such judgment has not subsequently been reversed, suspended
or vacated?
Answer: No
-------------------------------------------
6. Were you found by a court in a civil action or by the Commodities
Futures Trading Commission to have violated any federal commodities
law where such judgment has not been subsequently reversed, suspended
or vacated?
Answer: No
-------------------------------------------
If you answered "Yes" to any of the foregoing questions, please give
the details on a separate sheet and attach it to this Questionnaire.
7. Describe briefly any substantial interest, direct or indirect, by
security holdings or otherwise, you have in any matter to be acted
upon at the meeting:
Answer: None
-------------------------------------------
<PAGE>
CUSIP No. 235906104 Page 29 of 69 Pages
8. State with respect to all securities of the Company purchased or sold
within the past two years, the dates on which they were purchased or
sold and the amount purchased or sold on each such date:
<TABLE>
<CAPTION>
Answer: DATE SOLD SHARES
---------- ------
<S> <C>
1/24/97 1,000
2/5/97 2,000
5/22/97 400
7/24/97 300
8/20/97 300
9/18/97 1,000
<CAPTION>
DATE PURCHASED SHARES
-------------- -------
<S> <C>
9/3/98 1,000
12/3/98 1,000
12/3/98 1,000
</TABLE>
9. If any part of the purchase price or market value or any of the shares
specified above is represented by funds borrowed or otherwise obtained
for the purpose of acquiring or holding such securities, so state and
indicate the amount of the indebtedness as of the latest practicable
date. If such funds were borrowed or obtained otherwise than pursuant
to a margin account or bank loan in the regular course of business of
a bank, broker or dealer, briefly describe the transaction, and state
the names of the parties:
Answer: None
-------------------------------------------
10. State whether or not you are or were within the past year, a party to
any contract, arrangements or understandings with any person with
respect to any securities of the Company, including but not limited to
joint ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits,
or the giving or withholding of proxies. If so, name the parties to
such contracts, arrangements or understandings and give the details
thereof:
Answer: No
-------------------------------------------
11. State the amount of securities of the Company owned beneficially,
directly or indirectly, by each of the participant's associates4 and
the name and address of each such associate.
Answer: None
-------------------------------------------
<PAGE>
CUSIP No. 235906104 Page 30 of 69 Pages
3. Do you know of any pending legal proceedings in which either you or any
associate4 of yours is a party adverse to the Company or any of its subsidiaries
or in which either you or any associate has an interest adverse to the Company
or any of its subsidiaries?
Answer: No
-------------------------------------------
If your answer is "Yes," please give the details on a separate
sheet and attach it to this Questionnaire.
4.
1. Please state the amount of equity securities of the Company or any of
its subsidiaries of which you might be considered the beneficial
owner5,6 as of September 30, 1998. (If none, please so state in each
case.)
NUMBER OF SHARES OF COMMON STOCK7 OWNED AS OF SEPTEMBER 30, 1998: 1,000
-------------
Amount Beneficially Owned8 as of September 30, 1998: 1,000
-----------------
Of such shares:
Shares as to which you have
sole voting power 1,000
-----------------------
Shares as to which you have
shared voting power 0
-----------------------
Shares as to which you have
sole investment power 1,000
-----------------------
Shares as to which you have
shared investment power 0
-----------------------
Shares which you have a right
to acquire within 60 days
after September 30, 1998. 0
-----------------------
2. Do you wish to disclaim beneficial ownership of any of the shares
reported in response to 4(a)?
Answer: No
-------------------------------------------
<PAGE>
CUSIP No. 235906104 Page 31 of 69 Pages
If the answer is "Yes," please furnish the following information
with respect to the person or persons who should be shown as the
beneficial owner(s) of the shares in question.
<TABLE>
<CAPTION>
NUMBER AND
NAME OF ACTUAL RELATIONSHIP OF IDENTIFICATION OF SHARES
BENEFICIAL OWNER SUCH PERSON TO YOU REPORTED IN RESPONSE TO 4
- ---------------- ------------------ -------------------------
<S> <C> <C>
</TABLE>
3. Please state below the names of persons known by you to beneficially
own more than five percent (5%) of the Company's Common Stock8.
Answer: Paul Duggan
-------------------------------------------
4. Please describe any remuneration payments proposed to be made to you
in the future, directly or indirectly, by the Company or any of its
subsidiaries pursuant to any existing plan or arrangement including
any special employment or termination agreement (colloquially referred
to as a "golden parachute" agreement). If the answer is "none,"
please so state.
Answer: None
-------------------------------------------
5. Please describe any material interest, direct or indirect, of yourself
or of any of your associates, or both, in any material transaction9,
occurring since the beginning of the Company's last fiscal year or in
any material present or proposed transaction to which the Company or
any of its subsidiaries was or is to be a party. If the answer is
"none," please so state.
Answer: None
-------------------------------------------
6. If you or any of your associates were indebted to the Company or any
of its subsidiaries at any time since the beginning of the Company's
last fiscal year in an amount exceeding $60,000, please specify (a)
the largest aggregate amount of indebtedness outstanding at any time
during the period, (b) the nature of the indebtedness and of the
transaction in which it was incurred, (c) the amount thereof
outstanding as of the latest practicable date and (d) the rate of
interest paid or charged thereon. If the answer is "none," please so
state.
Answer: None
-------------------------------------------
<PAGE>
CUSIP No. 235906104 Page 32 of 69 Pages
I WILL ADVISE THE PRESIDENT OF DAMEN FINANCIAL CORPORATION OR GARY E.
MEDLER AT HINSHAW & CULBERTSON, 222 NORTH LASALLE STREET, SUITE 300, CHICAGO,
ILLINOIS 60601, AS TO ANY EVENTS RELATING TO THE ITEMS IN THIS QUESTIONNAIRE
WHICH OCCUR BETWEEN NOW AND THE TIME OF THE ANNUAL MEETING OF STOCKHOLDERS.
--------------------------------------
a. Signature
--------------------------------------
b. Print Name
--------------------------------------
Relationship to and position(s) by title with the Company,
the Bank and any other subsidiaries or affiliates of the Company.
DATE: , 1998
------------------------
Subscribed and sworn to before me this
day of , 1998.
------------ -----------
-----------------------------------
Notary Public
My commission expires:
<PAGE>
CUSIP No. 235906104 Page 33 of 69 Pages
FOOTNOTES
1 In calculating payments for property and services the following may be
excluded:
(a) Payments where the rates or charges involved in the transaction
are determined by competitive bids, or the transaction involves the
rendering of services as a public utility at rates or charges fixed in
conformity with law or governmental authority; and
(b) Payments which arise solely from the ownership of securities of
the Company and no extra or special benefit not shared on a pro rata basis
by all holders of the class of securities is received.
2 In calculating indebtedness, debt securities which have been publicly
offered, admitted to trading on a national securities exchange, or quoted on
NASDAQ, may be excluded.
3 The term "CONTROL" is defined in Rule 12b-2 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),to mean "the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting securities, by
contract, or otherwise."
4 The term "ASSOCIATE," as used herein means (a) any corporation or
organization (other than the subsidiaries) of which you are an officer or
partner or are, directly or indirectly, the beneficial owner of ten percent
(10%) or more of any class of equity securities, (b) any trust or estate in
which you have a beneficial interest or as to which you serve as trustee or in a
similar capacity, and (c) member of your "immediately family." Members of your
"immediate family" include your spouse, parents, children, siblings, mother- and
father-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law.
Please identify the associate referred to in your answer and describe the
relationship.
5 It is assumed that such securities have not been pledged or otherwise
deposited as collateral and are not the subject matter of any voting trust or
other similar agreement or of any contract providing for the sale or other
disposition of such securities. If any such arrangement exists, please give the
details thereof.
<PAGE>
CUSIP No. 235906104 Page 34 of 69 Pages
6 The term "beneficial ownership," as used herein, means you are the
beneficial owner of a security, as defined in Rule 13d-3 under the Exchange Act,
if you, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise have or share: (a) voting power which
includes the power to vote, or to direct the voting of, such security, or (b)
investment power which includes the power to dispose, or to direct the
disposition, of such security. You are also the beneficial owner of a security
if you, directly or indirectly, create or use a trust, proxy, power of attorney,
pooling arrangement or any other contract, arrangement, or device with the
purpose or effect of divesting yourself of beneficial ownership of a security or
preventing the vesting of such beneficial ownership. Finally, you are deemed to
be the beneficial owner of a security if you have the right to acquire
beneficial ownership of such security at any time within 60 days including but
not limited to any right to acquire (i) through the exercise of any option,
warrant or right, (ii) through the conversion of a security, or (iii) pursuant
to the power to revoke, or the automatic termination of, a trust, discretionary
account, or similar arrangement.
The above definition is very broad and even though you may not actually
have or share voting or investment power with respect to securities owned by
persons in your family or living in your home, you may wish to include such
shares in your beneficial ownership disclosure, out of an abundance of caution,
and then disclaim beneficial ownership of such securities. If you do disclaim,
please furnish the information described in Item 4(b).
7 Please give separate information with respect to different classes of
securities held and state when securities held are those of a subsidiary of the
Company.
8 In addition to answering with respect to any individual, please answer
with respect to any "group" as that term is used in section 13(d)(3) of the
Exchange Act. Section 13(d)(3) states that "when two or more persons act as a
partnership, limited partnership, syndicate or other group for the purpose of
acquiring, holding, or disposing of securities of an issuer, such syndicate or
group shall be deemed a person for the purpose of this subsection."
9 To be "MATERIAL," the amount involved in the transaction or series of
similar transactions, including all periodic installments in the case of any
lease or other agreement providing for periodic payments or other installments,
must exceed $60,000.
The term "TRANSACTION" is to be understood in its broadest sense, and
includes the direct or indirect receipt of anything of value. Please note that
indirect as well as direct material interests in material transactions are to be
disclosed, so that transactions with a corporation or other entity in which you
have an interest are included. Transactions in which you would have a direct
interest would include your purchasing or leasing anything (stock in a business
acquired by the Company, office space, plants, Company apartments, computers,
raw materials, finished goods, etc.) from or selling or leasing anything to, or
borrowing or lending cash or other property from or to, the Company or any of
its subsidiaries. See Item 7 with respect to any indebtedness. You might be
deemed to have an indirect material interest in similar transactions with the
Company by any corporation or organization described in clause (a) of Footnote 4
above. These examples are not meant to be exhaustive, and you are requested to
describe any other type of material transaction in which you or your associates
may have a direct or indirect material interest.
<PAGE>
CUSIP No. 235906104 Page 35 of 69 Pages
DAMEN FINANCIAL CORPORATION
TO:
Please complete, sign and return one copy of this Questionnaire to the
President of Damen Financial Corporation as soon as possible. You may retain
the other copy for your personal files. Unless stated otherwise, answers should
be given as of the date you complete this Questionnaire. If there is any
situation about which you have any doubt, please give relevant facts so that the
information may be reviewed by our counsel. Unless otherwise indicated by the
context, the term "Company" refers to the Company, Damen National Bank (the
"Bank") and any other subsidiaries or affiliates of the Company.
1. If you are a nominee to become a director of the Company, please furnish
the following information:
1. Please set forth your full name.
Answer: Paul J. Duggan
-------------------------------------------
2. Please indicate your birth date.
Answer: 10/29/50
-------------------------------------------
3. Are you related by blood, marriage or adoption to any director,
executive officer or person nominated or chosen to become a director
or executive officer of the Company or any subsidiary or other
affiliate of the Company? If so, state the identity of the director
or officer and the nature of the relationship. Relationships more
remote than first cousin need not be mentioned.
Answer: No
-------------------------------------------
4. Are you being selected to serve pursuant to any arrangement or
understanding between yourself and any other person (other than
directors or officers of the Company acting solely in their capacities
as such)? If so, describe the arrangement or understanding below.
Answer: No
-------------------------------------------
5. Please give a brief account of your business experience during the
past five years (together with applicable dates); include your
principal occupations and employment during that period and the name
and principal business of any corporation or other organization in
which such occupations and employment were carried on. What is
required is information relating to the level of your
<PAGE>
CUSIP No. 235906104 Page 36 of 69 Pages
professional competence, which may include, depending upon the
circumstances, such specific information as the size of the
operation supervised.
Answer: Owner of Jackson Boulevard Capital Management, Ltd. (f/ka
Jackson Boulevard Fund, Ltd. (Jackcap). Operated Jackcap since 1992.
Jackcap operates hedge funds specializing in analysis of savings and
loans and banking institutions. Jackcap currently manages over
$70,000,000 in securities. Paul Duggan also owns Duggan and
Associates, a consulting firm which specializes in business valuations
and consulting. Clients range in size from $5,000,000 to over
$1,000,000,000 in annual sales.
----------------------------------------------------------------------
6. If you are a nominee to be a director, please list all other
directorships in publicly held companies which you presently hold.
Answer: None
-------------------------------------------
7. If you are a nominee to become a director, are you a member or
employee of a law firm which the Company has retained during the last
fiscal year or which the Company proposes to retain in the current
fiscal year? If your answer is "yes" please indicate whether the fees
paid to your law firm by the Company exceed five percent (5%) of the
firm's gross revenues for its last fiscal year.
Answer: No
-------------------------------------------
8. If you are a director or a nominee to become a director, are you now,
or have you been during the last fiscal year, an executive officer, or
do you now own, or have you owned during the last fiscal year,
directly or indirectly, in excess of a ten percent (10%) equity
interest in any firm, corporation or other business or professional
entity:
(1) Which has made payments to the Company or its subsidiaries for
property or services1 during the Company's last fiscal year in
excess of $838,050 (five percent (5%)) of the Company's
consolidated gross revenues for the last fiscal year);
Answer: No
-------------------------------------------
(2) Which proposes to make payments to the Company or its
subsidiaries for property or services during the current fiscal
year in excess of $838,050 (five percent (5%)) of the Company's
consolidated gross revenues for the last fiscal year);
Answer: No
-------------------------------------------
<PAGE>
CUSIP No. 235906104 Page 37 of 69 Pages
(3) To which the Company or its subsidiaries was (were) indebted2 at
any time during the Company's last fiscal year in an aggregate
amount in excess of $11,555,450 (five percent (5%)) of the
Company's consolidated assets at the end of the last fiscal
year);
Answer: No
-------------------------------------------
(4) To which the Company or its subsidiaries has (have) made payments
for property or services during such entity's last fiscal year in
excess of five percent (5%) of such entity's gross revenues for
its last fiscal year; or
Answer: No
-------------------------------------------
(5) To which the Company or its subsidiaries propose(s) to make
payments for property or services during such entity's current
fiscal year in excess of five percent (5%) of such entity's
consolidated gross revenues for its last fiscal year?
Answer: No
-------------------------------------------
9. If you are a nominee to become a director, are you a director,
partner, officer or employee of any investment banking firm which has
performed services for the Company (other than as a participating
underwriter in a syndicate) during the last fiscal year or which the
Company proposes to employ in the current fiscal year? If your answer
is "yes" please indicate whether the fees paid to your investment
banking firm by the Company exceed five percent (5%) of that firm's
consolidated gross revenues for its last fiscal year.
Answer: No
-------------------------------------------
10. If you are a nominee to become a director, are you a control person3
of the Company.
Answer: No
-------------------------------------------
11. If you are a nominee to become a director, do you have any other
relationships with the Company or its subsidiaries similar in nature
and scope to those described above?
Answer: No
-------------------------------------------
12. If you were the beneficial owner of more than ten percent (10%) of the
Company's Common Stock, did you file all required reports on Forms 3,
4 and 5 on a timely basis during the fiscal year ending September 30,
1998.
<PAGE>
CUSIP No. 235906104 Page 38 of 69 Pages
Answer: No
-------------------------------------------
If you answered "No" to the foregoing question, please give the details on
a separate sheet and attach it to this Questionnaire setting forth the
number of late reports, the number of transactions that were not reported
on a timely basis and any known failure to file a required report.
SEE ATTACHED ANSWER.
2. If you are a nominee to become a director of the Company, have any of the
following events occurred during the past five years? If so, describe the
circumstances below:
1. Was a petition under the Bankruptcy Act or any state insolvency law
filed by or against, or a receiver, fiscal agent or similar officer
appointed by a court for the business or property of (i) yourself,
(ii) any partnership in which you were a general partner at the time
or within two years before such event, or (iii) any corporation or
business association of which you were an executive officer at the
time of or within two years before such event?
Answer: No
-------------------------------------------
2. Were you convicted in a criminal proceeding, or are you the named
subject of a criminal proceeding that is presently pending? Omit
traffic violations and other minor offenses.
Answer: No
-------------------------------------------
3. Were you the subject of any court order, judgment or decree, not
subsequently reversed, suspended, or vacated, which permanently or
temporarily enjoined you from any of the following activities:
(1) Acting as a futures commission merchant, introducing broker,
commodity trading adviser, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the
Commodity Futures Trading Commission, or an associated person of
any of the foregoing or as an investment advisor, underwriter,
broker, or dealer in securities, or as an affiliated person,
director, or employee of any investment company, bank, savings
and loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such
activities?
Answer: No
-------------------------------------------
(2) Engaging in any type of business practice?
<PAGE>
CUSIP No. 235906104 Page 39 of 69 Pages
Answer: No
-------------------------------------------
(3) Engaging in any activity in connection with the purchase or sale
of any security or in connection with any violation of federal or
state securities laws or federal commodities laws?
Answer: No
-------------------------------------------
4. Were you the subject of any order, judgment or decree not subsequently
reversed, suspended or vacated of any federal or state authority
barring, suspending, or otherwise limiting for more than 60 days your
right to engage in any of the activities described above or your right
to be associated with persons in any of such activities?
Answer: No
-------------------------------------------
5. Were you found by a court in a civil action or by the Securities and
Exchange Commission to have violated any federal or state securities
law where such judgment has not subsequently been reversed, suspended
or vacated?
Answer: No
-------------------------------------------
6. Were you found by a court in a civil action or by the Commodities
Futures Trading Commission to have violated any federal commodities
law where such judgment has not been subsequently reversed, suspended
or vacated?
Answer: No
-------------------------------------------
If you answered "Yes" to any of the foregoing questions, please give
the details on a separate sheet and attach it to this Questionnaire.
7. Describe briefly any substantial interest, direct or indirect, by
security holdings or otherwise, you have in any matter to be acted
upon at the meeting:
Answer: None
-------------------------------------------
<PAGE>
CUSIP No. 235906104 Page 40 of 69 Pages
8. State with respect to all securities of the Company purchased or sold
within the past two years, the dates on which they were purchased or
sold and the amount purchased or sold on each such date:
Answer:
<TABLE>
<CAPTION>
SALES
SHARES DATE SELLER
------ ---- ------
<S> <C> <C> <C>
29,800 12/2/98 Jackson Offshore Fund, Ltd. (jbo)
72,000 12/2/98 Paul J. Duggan
<CAPTION>
PURCHASES
SHARES DATE BUYER
----- ---- -----
<S> <C> <C> <C>
4,000 12/2/98 Jackson Boulevard Equities L.P. (jbe)
2,000 12/2/98 Jackson Boulevard Investments L.P. (jbi)
<CAPTION>
TRANSFERS ITEM 3. THESE ARE NOT PURCHASES OR SALES
SHARES DATE
------ ----
<S> <C> <C>
29,578 1/2/98 From JBE to JBI
29,800 8/1/98 From JBE and JBI to JBO
174,000 12/2/98 From Paul J. Duggan to Jackson Boulevard Partners
</TABLE>
9. If any part of the purchase price or market value or any of the shares
specified above is represented by funds borrowed or otherwise obtained
for the purpose of acquiring or holding such securities, so state and
indicate the amount of the indebtedness as of the latest practicable
date. If such funds were borrowed or obtained otherwise than pursuant
to a margin account or bank loan in the regular course of business of
a bank, broker or dealer, briefly describe the transaction, and state
the names of the parties:
Answer: The above purchases were made pursuant to the Margin
Agreement on file with Bear Stearns Securities Corp. and are
subject to normal negotiated rates and charges. Currently
Jackson Boulevard Equities owes $5,224,000 and Jackson
Boulevard Investments owes $1,610,000 on their respective
agreements.
----------------------------------------------------------
10. State whether or not you are or were within the past year, a party to
any contract, arrangements or understandings with any person with
respect to any securities of the Company, including but not limited to
joint ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits,
or the giving or withholding of proxies. If so, name the parties to
such contracts, arrangements or understandings and give the details
thereof:
<PAGE>
CUSIP No. 235906104 Page 41 of 69 Pages
Answer: None
-------------------------------------------
11. State the amount of securities of the Company owned beneficially,
directly or indirectly, by each of the participant's associates4 and
the name and address of each such associate.
Answer: None
-------------------------------------------
3. Do you know of any pending legal proceedings in which either you or any
associate4 of yours is a party adverse to the Company or any of its subsidiaries
or in which either you or any associate has an interest adverse to the Company
or any of its subsidiaries?
Answer: No
-------------------------------------------
If your answer is "Yes," please give the details on a separate sheet
and attach it to this Questionnaire.
1. Please state the amount of equity securities of the Company or any of
its subsidiaries of which you might be considered the beneficial
owner5,6 as of September 30, 1998. (If none, please so state in each
case.)
NUMBER OF SHARES OF COMMON STOCK7 OWNED AS OF SEPTEMBER 30, 1998: 246,400
------------
Amount Beneficially Owned8 as of September 30, 1998: 362,400
---------------
Of such shares:
Shares as to which you have
sole voting power 246,400
------------------
Shares as to which you have
shared voting power 116,000
------------------
Shares as to which you have
sole investment power 246,400
------------------
Shares as to which you have
shared investment power 116,000
------------------
Shares which you have a right
to acquire within 60 days
after September 30, 1998. 0
------------------
<PAGE>
CUSIP No. 235906104 Page 42 of 69 Pages
2. Do you wish to disclaim beneficial ownership of any of the shares
reported in response to 4(a)?
Answer: No
-------------------------------------------
If the answer is "Yes," please furnish the following information with
respect to the person or persons who should be shown as the beneficial
owner(s) of the shares in question.
<TABLE>
<CAPTION>
NUMBER AND
NAME OF ACTUAL RELATIONSHIP OF IDENTIFICATION OF SHARES
BENEFICIAL OWNER SUCH PERSON TO YOU REPORTED IN RESPONSE TO 4
- ---------------- ------------------ --------------------------
<S> <C> <C>
</TABLE>
3. Please state below the names of persons known by you to beneficially
own more than five percent (5%) of the Company's Common Stock8.
Answer: Paul J. Duggan
-------------------------------------------
4. Please describe any remuneration payments proposed to be made to you
in the future, directly or indirectly, by the Company or any of its
subsidiaries pursuant to any existing plan or arrangement including any
special employment or termination agreement (colloquially referred to as a
"golden parachute" agreement). If the answer is "none," please so state.
Answer: None
-------------------------------------------
5. Please describe any material interest, direct or indirect, of yourself
or of any of your associates, or both, in any material transaction9,
occurring since the beginning of the Company's last fiscal year or in any
material present or proposed transaction to which the Company or any of its
subsidiaries was or is to be a party. If the answer is "none," please so
state.
Answer: None
-------------------------------------------
6. If you or any of your associates were indebted to the Company or any
of its subsidiaries at any time since the beginning of the Company's last
fiscal year in an amount exceeding $60,000, please specify (a) the largest
aggregate amount of indebtedness outstanding at any time during the period,
(b) the nature of the indebtedness and of the transaction in which it was
incurred, (c) the amount thereof outstanding as of the latest practicable
date and (d) the rate of interest paid or charged thereon. If the answer
is "none," please so state.
Answer: None
-------------------------------------------
<PAGE>
CUSIP No. 235906104 Page 43 of 69 Pages
I WILL ADVISE THE PRESIDENT OF DAMEN FINANCIAL CORPORATION OR GARY E.
MEDLER AT HINSHAW & CULBERTSON, 222 NORTH LASALLE STREET, SUITE 300, CHICAGO,
ILLINOIS 60601, AS TO ANY EVENTS RELATING TO THE ITEMS IN THIS QUESTIONNAIRE
WHICH OCCUR BETWEEN NOW AND THE TIME OF THE ANNUAL MEETING OF STOCKHOLDERS.
---------------------------------------
i. Signature
---------------------------------------
ii. Print Name
---------------------------------------
Relationship to and position(s) by title with the Company,
the Bank and any other subsidiaries or affiliates of the Company.
DATE: , 1998
-------------------------
Subscribed and sworn to before me this
day of , 1998.
------ -----------------
--------------------------------------
Notary Public
My commission expires:
<PAGE>
CUSIP No. 235906104 Page 44 of 69 Pages
FOOTNOTES
1 In calculating payments for property and services the following may be
excluded:
(a) Payments where the rates or charges involved in the transaction
are determined by competitive bids, or the transaction involves the
rendering of services as a public utility at rates or charges fixed in
conformity with law or governmental authority; and
(b) Payments which arise solely from the ownership of securities of
the Company and no extra or special benefit not shared on a pro rata basis
by all holders of the class of securities is received.
2 In calculating indebtedness, debt securities which have been publicly
offered, admitted to trading on a national securities exchange, or quoted on
NASDAQ, may be excluded.
3 The term "CONTROL" is defined in Rule 12b-2 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),to mean "the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting securities, by
contract, or otherwise."
4 The term "ASSOCIATE," as used herein means (a) any corporation or
organization (other than the subsidiaries) of which you are an officer or
partner or are, directly or indirectly, the beneficial owner of ten percent
(10%) or more of any class of equity securities, (b) any trust or estate in
which you have a beneficial interest or as to which you serve as trustee or in a
similar capacity, and (c) member of your "immediately family." Members of your
"immediate family" include your spouse, parents, children, siblings, mother- and
father-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law.
Please identify the associate referred to in your answer and describe the
relationship.
5 It is assumed that such securities have not been pledged or otherwise
deposited as collateral and are not the subject matter of any voting trust or
other similar agreement or of any contract providing for the sale or other
disposition of such securities. If any such arrangement exists, please give the
details thereof.
6 The term "beneficial ownership," as used herein, means you are the
beneficial owner of a security, as defined in Rule 13d-3 under the Exchange Act,
if you, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise have or share: (a) voting power which
includes the power to vote, or to direct the voting of, such security, or (b)
investment power which includes the power to dispose, or to direct the
disposition, of such security. You are also the beneficial owner of a security
if you, directly or indirectly, create or use a trust, proxy, power of attorney,
pooling arrangement or any other contract, arrangement, or device with the
purpose or effect of divesting yourself of beneficial ownership of a security or
preventing the vesting of such beneficial ownership. Finally, you are deemed to
be the beneficial owner of a security if you have the right to acquire
beneficial ownership of such security at any
<PAGE>
CUSIP No. 235906104 Page 45 of 69 Pages
time within 60 days including but not limited to any right to acquire (i)
through the exercise of any option, warrant or right, (ii) through the
conversion of a security, or (iii) pursuant to the power to revoke, or the
automatic termination of, a trust, discretionary account, or similar
arrangement.
The above definition is very broad and even though you may not actually
have or share voting or investment power with respect to securities owned by
persons in your family or living in your home, you may wish to include such
shares in your beneficial ownership disclosure, out of an abundance of caution,
and then disclaim beneficial ownership of such securities. If you do disclaim,
please furnish the information described in Item 4(b).
7 Please give separate information with respect to different classes of
securities held and state when securities held are those of a subsidiary of the
Company.
8 In addition to answering with respect to any individual, please answer
with respect to any "group" as that term is used in section 13(d)(3) of the
Exchange Act. Section 13(d)(3) states that "when two or more persons act as a
partnership, limited partnership, syndicate or other group for the purpose of
acquiring, holding, or disposing of securities of an issuer, such syndicate or
group shall be deemed a person for the purpose of this subsection."
9 To be "MATERIAL," the amount involved in the transaction or series of
similar transactions, including all periodic installments in the case of any
lease or other agreement providing for periodic payments or other installments,
must exceed $60,000.
The term "TRANSACTION" is to be understood in its broadest sense, and
includes the direct or indirect receipt of anything of value. Please note that
indirect as well as direct material interests in material transactions are to be
disclosed, so that transactions with a corporation or other entity in which you
have an interest are included. Transactions in which you would have a direct
interest would include your purchasing or leasing anything (stock in a business
acquired by the Company, office space, plants, Company apartments, computers,
raw materials, finished goods, etc.) from or selling or leasing anything to, or
borrowing or lending cash or other property from or to, the Company or any of
its subsidiaries. See Item 7 with respect to any indebtedness. You might be
deemed to have an indirect material interest in similar transactions with the
Company by any corporation or organization described in clause (a) of Footnote 4
above. These examples are not meant to be exhaustive, and you are requested to
describe any other type of material transaction in which you or your associates
may have a direct or indirect material interest.
* * *
<PAGE>
CUSIP No. 235906104 Page 46 of 69 Pages
QUESTION 12 PAGE 3
ANSWER
Form 5 to report issuer transactions that caused shareholder
Duggan's percentage of beneficial ownership to increase over 10% was filed
on February 11, 1998.
To the extent that the transactions by the issuer (Damen) (a series of buy-backs
and a modified Dutch auction) that caused the increase in the percentage of
Duggan's shares to go over 10% occurred during the fiscal year ended September
30, 1997 and to the extent that Paul Duggan was required to report such
transaction on Form 5, (the reporting of which was due during the fiscal year
ended September 30, 1998) the filing of such may not have been made on a timely
basis. All required reports have been filed at this time.
<PAGE>
CUSIP No. 235906104 Page 47 of 69 Pages
DAMEN FINANCIAL CORPORATION
TO:
Please complete, sign and return one copy of this Questionnaire to the
President of Damen Financial Corporation as soon as possible. You may retain
the other copy for your personal files. Unless stated otherwise, answers should
be given as of the date you complete this Questionnaire. If there is any
situation about which you have any doubt, please give relevant facts so that the
information may be reviewed by our counsel. Unless otherwise indicated by the
context, the term "Company" refers to the Company, Damen National Bank (the
"Bank") and any other subsidiaries or affiliates of the Company.
7. If you are a nominee to become a director of the Company, please furnish
the following information:
1. Please set forth your full name.
Answer: Vincent Cainkar
-------------------------------------------
2. Please indicate your birth date.
Answer: 2/25/49
-------------------------------------------
3. Are you related by blood, marriage or adoption to any director,
executive officer or person nominated or chosen to become a director
or executive officer of the Company or any subsidiary or other
affiliate of the Company? If so, state the identity of the director
or officer and the nature of the relationship. Relationships more
remote than first cousin need not be mentioned.
Answer: No
-------------------------------------------
4. Are you being selected to serve pursuant to any arrangement or
understanding between yourself and any other person (other than
directors or officers of the Company acting solely in their capacities
as such)? If so, describe the arrangement or understanding below.
Answer: No
-------------------------------------------
5. Please give a brief account of your business experience during the
past five years (together with applicable dates); include your
principal occupations and employment during that period and the name
and principal business of any corporation or other organization in
which such occupations and employment were carried on. What is
required is information relating to the level of your
<PAGE>
CUSIP No. 235906104 Page 48 of 69 Pages
professional competence, which may include, depending upon the
circumstances, such specific information as the size of the
operation supervised.
6.
Answer: Mr. Cainkar is a licensed attorney in the states
of Illinois and Florida and a licensed real estate broker in the
state of Illinois.
---------------------------------------------------------------------
He is in private legal practice and currently serves as
attorney for the city of Burbank, village of Evergreen Park, city of
Hickory Hills, village of McCook, Stickney Township and other local
governmental entities.
---------------------------------------------------------------------
He is a nationally recognized bond counsel and rendered
legal opinions on bond issues in excess of $200,000,000 and has
rendered legal advice to several Chicago area banking
institutions. Mr. Cainkar is an independent investor and founder of
several real estate entities that have developed Chicago area
commercial and residential projects.
---------------------------------------------------------------------
Mr. Cainkar received his B.A. in Chemistry from St. Louis
University in 1971 and his J.D. from the DePaul University College
of Law in 1974.
---------------------------------------------------------------------
7. If you are a nominee to be a director, please list all other
directorships in publicly held companies which you presently hold.
Answer: None
-------------------------------------------
8. If you are a nominee to become a director, are you a member or
employee of a law firm which the Company has retained during the last
fiscal year or which the Company proposes to retain in the current
fiscal year? If your answer is "yes" please indicate whether the fees
paid to your law firm by the Company exceed five percent (5%) of the
firm's gross revenues for its last fiscal year.
Answer: No
-------------------------------------------
9. If you are a director or a nominee to become a director, are you now,
or have you been during the last fiscal year, an executive officer, or
do you now own, or have you owned during the last fiscal year,
directly or indirectly, in
<PAGE>
CUSIP No. 235906104 Page 49 of 69 Pages
excess of a ten percent (10%) equity interest in any firm,
corporation or other business or professional entity:
(1) Which has made payments to the Company or its subsidiaries for
property or services1 during the Company's last fiscal year in
excess of $838,050 (five percent (5%)) of the Company's
consolidated gross revenues for the last fiscal year);
Answer: No
-------------------------------------------
(2) Which proposes to make payments to the Company or its
subsidiaries for property or services during the current fiscal
year in excess of $838,050 (five percent (5%)) of the Company's
consolidated gross revenues for the last fiscal year);
Answer: No
-------------------------------------------
(3) To which the Company or its subsidiaries was (were) indebted2 at
any time during the Company's last fiscal year in an aggregate
amount in excess of $11,555,450 (five percent (5%)) of the
Company's consolidated assets at the end of the last fiscal
year);
Answer: No
-------------------------------------------
(4) To which the Company or its subsidiaries has (have) made payments
for property or services during such entity's last fiscal year in
excess of five percent (5%) of such entity's gross revenues for
its last fiscal year; or
Answer: No
-------------------------------------------
(5) To which the Company or its subsidiaries propose(s) to make
payments for property or services during such entity's current
fiscal year in excess of five percent (5%) of such entity's
consolidated gross revenues for its last fiscal year?
Answer: No
-------------------------------------------
10. If you are a nominee to become a director, are you a director,
partner, officer or employee of any investment banking firm which has
performed services for the Company (other than as a participating
underwriter in a syndicate) during the last fiscal year or which the
Company proposes to employ in the current fiscal year? If your answer
is "yes" please indicate whether the fees paid to your
<PAGE>
CUSIP No. 235906104 Page 50 of 69 Pages
investment banking firm by the Company exceed five percent (5%) of
that firm's consolidated gross revenues for its last fiscal year.
Answer: No
-------------------------------------------
11. If you are a nominee to become a director, are you a control person3
of the Company.
Answer: No
-------------------------------------------
12. If you are a nominee to become a director, do you have any other
relationships with the Company or its subsidiaries similar in nature
and scope to those described above?
Answer: No
-------------------------------------------
13. If you were the beneficial owner of more than ten percent (10%) of the
Company's Common Stock, did you file all required reports on Forms 3,
4 and 5 on a timely basis during the fiscal year ending September 30,
1998.
Answer: N/A
-------------------------------------------
If you answered "No" to the foregoing question, please give the details on
a separate sheet and attach it to this Questionnaire setting forth the
number of late reports, the number of transactions that were not reported
on a timely basis and any known failure to file a required report.
8. If you are a nominee to become a director of the Company, have any of the
following events occurred during the past five years? If so, describe the
circumstances below:
1. Was a petition under the Bankruptcy Act or any state insolvency law
filed by or against, or a receiver, fiscal agent or similar officer
appointed by a court for the business or property of (i) yourself,
(ii) any partnership in which you were a general partner at the time
or within two years before such event, or (iii) any corporation or
business association of which you were an executive officer at the
time of or within two years before such event?
Answer: No
-------------------------------------------
2. Were you convicted in a criminal proceeding, or are you the named
subject of a criminal proceeding that is presently pending? Omit
traffic violations and other minor offenses.
Answer: No
-------------------------------------------
<PAGE>
CUSIP No. 235906104 Page 51 of 69 Pages
3. Were you the subject of any court order, judgment or decree, not
subsequently reversed, suspended, or vacated, which permanently or
temporarily enjoined you from any of the following activities:
(1) Acting as a futures commission merchant, introducing broker,
commodity trading adviser, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the
Commodity Futures Trading Commission, or an associated person of
any of the foregoing or as an investment advisor, underwriter,
broker, or dealer in securities, or as an affiliated person,
director, or employee of any investment company, bank, savings
and loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such
activities?
Answer: No
-------------------------------------------
(2) Engaging in any type of business practice?
Answer: No
-------------------------------------------
(3) Engaging in any activity in connection with the purchase or sale
of any security or in connection with any violation of federal or
state securities laws or federal commodities laws?
Answer: No
-------------------------------------------
4. Were you the subject of any order, judgment or decree not subsequently
reversed, suspended or vacated of any federal or state authority
barring, suspending, or otherwise limiting for more than 60 days your
right to engage in any of the activities described above or your right
to be associated with persons in any of such activities?
Answer: No
-------------------------------------------
5. Were you found by a court in a civil action or by the Securities and
Exchange Commission to have violated any federal or state securities
law where such judgment has not subsequently been reversed, suspended
or vacated?
Answer: No
-------------------------------------------
6. Were you found by a court in a civil action or by the Commodities
Futures Trading Commission to have violated any federal commodities
law where such judgment has not been subsequently reversed, suspended
or vacated?
<PAGE>
CUSIP No. 235906104 Page 52 of 69 Pages
Answer: No
-------------------------------------------
If you answered "Yes" to any of the foregoing questions, please give
the details on a separate sheet and attach it to this Questionnaire.
7. Describe briefly any substantial interest, direct or indirect, by
security holdings or otherwise, you have in any matter to be acted
upon at the meeting:
Answer: None
-------------------------------------------
<PAGE>
CUSIP No. 235906104 Page 53 of 69 Pages
8. State with respect to all securities of the Company purchased or sold
within the past two years, the dates on which they were purchased or
sold and the amount purchased or sold on each such date:
<TABLE>
<S> <C> <C> <C> <C>
Answer: 10/27/97 Purchase 5,000 Shares @ 15.75
10/28/97 Purchase 5,000 Shares @ 15.625
12/12/97 Sale 1,800 Shares @ 15.625
1/27/98 Sale 3,000 Shares @ 18.00
2/6/98 Sale 3,000 Shares @ 18.125
8/21/98 Purchase 2,000 Shares @ 15.125
</TABLE>
9. If any part of the purchase price or market value or any of the shares
specified above is represented by funds borrowed or otherwise obtained
for the purpose of acquiring or holding such securities, so state and
indicate the amount of the indebtedness as of the latest practicable
date. If such funds were borrowed or obtained otherwise than pursuant
to a margin account or bank loan in the regular course of business of
a bank, broker or dealer, briefly describe the transaction, and state
the names of the parties:
Answer: The above purchases were made pursuant to the Margin Agreement
on file with Morgan Stanley and are subject to normal negotiated rates and
charges. This account currently owes $27,333.00.
10. State whether or not you are or were within the past year, a party to
any contract, arrangements or understandings with any person with
respect to any securities of the Company, including but not limited to
joint ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits,
or the giving or withholding of proxies. If so, name the parties to
such contracts, arrangements or understandings and give the details
thereof:
Answer: No
-------------------------------------------
11. State the amount of securities of the Company owned beneficially,
directly or indirectly, by each of the participant's associates4 and
the name and address of each such associate.
Answer:
Joseph L. Cainkar (adult son) 4,915 shares, 8206 S. Mobile,
Burbank, IL 60459
-------------------------------------------------------------------
Brooke T. Cainkar (adult daughter) 1,835 shares, 8206 S. Mobile,
Burbank, IL 60459
-------------------------------------------------------------------
Louis F. Cainkar and Ruth F. Cainkar (parents) 4,000 shares,
3447 West Clark Drive, Evergreen Park, IL 60805
-------------------------------------------------------------------
<PAGE>
CUSIP No. 235906104 Page 54 of 69 Pages
Cathy M. Cainkar (wife) 4,100 shares, 8206 S. Mobile, Burbank, IL
60459
-------------------------------------------------------------------
9. Do you know of any pending legal proceedings in which either you or any
associate4 of yours is a party adverse to the Company or any of its subsidiaries
or in which either you or any associate has an interest adverse to the Company
or any of its subsidiaries?
Answer: No
-------------------------------------------
If your answer is "Yes," please give the details on a separate sheet and attach
it to this Questionnaire
10.
1. Please state the amount of equity securities of the Company or any of
its subsidiaries of which you might be considered the beneficial
owner5,6 as of September 30, 1998. (If none, please so state in each
case.)
NUMBER OF SHARES OF COMMON STOCK7 OWNED AS OF SEPTEMBER 30, 1998: 4,200
-----------
Amount Beneficially Owned8 as of September 30, 1998: 4,200
------------------
Of such shares:
Shares as to which you have
sole voting power 100
----------------
Shares as to which you have
shared voting power 4,100
----------------
Shares as to which you have
sole investment power 100
----------------
Shares as to which you have
shared investment power 4,100
----------------
Shares which you have a right
to acquire within 60 days
after September 30, 1998. 0
----------------
<PAGE>
CUSIP No. 235906104 Page 55 of 69 Pages
2. Do you wish to disclaim beneficial ownership of any of the shares
reported in response to 4(a)?
Answer: No
-------------------------------------------
If the answer is "Yes," please furnish the following information with
respect to the person or persons who should be shown as the beneficial
owner(s) of the shares in question.
<TABLE>
<CAPTION>
NUMBER AND
NAME OF ACTUAL RELATIONSHIP OF IDENTIFICATION OF SHARES
BENEFICIAL OWNER SUCH PERSON TO YOU REPORTED IN RESPONSE TO 4
- ----------------- ------------------- --------------------------
<S> <C> <C>
</TABLE>
3. Please state below the names of persons known by you to beneficially
own more than five percent (5%) of the Company's Common Stock8.
Answer: Paul J. Duggan
-------------------------------------------
4. Please describe any remuneration payments proposed to be made to you
in the future, directly or indirectly, by the Company or any of its
subsidiaries pursuant to any existing plan or arrangement including
any special employment or termination agreement (colloquially referred
to as a "golden parachute" agreement). If the answer is "none,"
please so state.
Answer: None
-------------------------------------------
11. Please describe any material interest, direct or indirect, of yourself
or of any of your associates, or both, in any material transaction9,
occurring since the beginning of the Company's last fiscal year or in any
material present or proposed transaction to which the Company or any of its
subsidiaries was or is to be a party. If the answer is "none," please so
state.
Answer: None
-------------------------------------------
12. If you or any of your associates were indebted to the Company or any
of its subsidiaries at any time since the beginning of the Company's last
fiscal year in an amount exceeding $60,000, please specify (a) the largest
aggregate amount of indebtedness outstanding at any time during the period,
(b) the nature of the indebtedness and of the transaction in which it was
incurred, (c) the amount thereof outstanding as of the latest practicable
date and (d) the rate of interest paid or charged thereon. If the answer
is "none," please so state.
Answer: None
-------------------------------------------
<PAGE>
CUSIP No. 235906104 Page 56 of 69 Pages
I WILL ADVISE THE PRESIDENT OF DAMEN FINANCIAL CORPORATION OR GARY E.
MEDLER AT HINSHAW & CULBERTSON, 222 NORTH LASALLE STREET, SUITE 300, CHICAGO,
ILLINOIS 60601, AS TO ANY EVENTS RELATING TO THE ITEMS IN THIS QUESTIONNAIRE
WHICH OCCUR BETWEEN NOW AND THE TIME OF THE ANNUAL MEETING OF STOCKHOLDERS.
--------------------------------
ITEM 3. SIGNATURE
--------------------------------
Item 4. Print Name
--------------------------------
Relationship to and position(s) by title with the Company,
the Bank and any other subsidiaries or affiliates of the Company.
DATE: , 1998
------------------------
Subscribed and sworn to before me this
day of , 1998.
--------- ------------
----------------------------------
Notary Public
My commission expires:
<PAGE>
CUSIP No. 235906104 Page 57 of 69 Pages
FOOTNOTES
1 In calculating payments for property and services the following may be
excluded:
(a) Payments where the rates or charges involved in the transaction
are determined by competitive bids, or the transaction involves the
rendering of services as a public utility at rates or charges fixed in
conformity with law or governmental authority; and
(b) Payments which arise solely from the ownership of securities of
the Company and no extra or special benefit not shared on a pro rata basis
by all holders of the class of securities is received.
2 In calculating indebtedness, debt securities which have been publicly
offered, admitted to trading on a national securities exchange, or quoted on
NASDAQ, may be excluded.
3 The term "CONTROL" is defined in Rule 12b-2 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),to mean "the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting securities, by
contract, or otherwise."
4 The term "ASSOCIATE," as used herein means (a) any corporation or
organization (other than the subsidiaries) of which you are an officer or
partner or are, directly or indirectly, the beneficial owner of ten percent
(10%) or more of any class of equity securities, (b) any trust or estate in
which you have a beneficial interest or as to which you serve as trustee or in a
similar capacity, and (c) member of your "immediately family." Members of your
"immediate family" include your spouse, parents, children, siblings, mother- and
father-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law.
Please identify the associate referred to in your answer and describe the
relationship.
5 It is assumed that such securities have not been pledged or otherwise
deposited as collateral and are not the subject matter of any voting trust or
other similar agreement or of any contract providing for the sale or other
disposition of such securities. If any such arrangement exists, please give the
details thereof.
6 The term "beneficial ownership," as used herein, means you are the
beneficial owner of a security, as defined in Rule 13d-3 under the Exchange Act,
if you, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise have or share: (a) voting power which
includes the power to vote, or to direct the voting of, such security, or (b)
investment power which includes the power to dispose, or to direct the
disposition, of such security. You are also the beneficial owner of a security
if you, directly or indirectly, create or use a trust, proxy, power of attorney,
pooling arrangement or any other contract, arrangement, or device with the
purpose or effect of divesting yourself of beneficial ownership of a security or
preventing the vesting of such beneficial ownership. Finally, you are deemed to
be the beneficial owner of a security if you have the right to acquire
beneficial ownership of such security at any time within 60 days including but
not limited to any right to acquire (i) through the exercise of
<PAGE>
CUSIP No. 235906104 Page 58 of 69 Pages
any option, warrant or right, (ii) through the conversion of a security, or
(iii) pursuant to the power to revoke, or the automatic termination of, a
trust, discretionary account, or similar arrangement.
The above definition is very broad and even though you may not actually
have or share voting or investment power with respect to securities owned by
persons in your family or living in your home, you may wish to include such
shares in your beneficial ownership disclosure, out of an abundance of caution,
and then disclaim beneficial ownership of such securities. If you do disclaim,
please furnish the information described in Item 4(b).
7 Please give separate information with respect to different classes of
securities held and state when securities held are those of a subsidiary of the
Company.
8 In addition to answering with respect to any individual, please answer
with respect to any "group" as that term is used in section 13(d)(3) of the
Exchange Act. Section 13(d)(3) states that "when two or more persons act as a
partnership, limited partnership, syndicate or other group for the purpose of
acquiring, holding, or disposing of securities of an issuer, such syndicate or
group shall be deemed a person for the purpose of this subsection."
9 To be "MATERIAL," the amount involved in the transaction or series of
similar transactions, including all periodic installments in the case of any
lease or other agreement providing for periodic payments or other installments,
must exceed $60,000.
The term "TRANSACTION" is to be understood in its broadest sense, and
includes the direct or indirect receipt of anything of value. Please note that
indirect as well as direct material interests in material transactions are to be
disclosed, so that transactions with a corporation or other entity in which you
have an interest are included. Transactions in which you would have a direct
interest would include your purchasing or leasing anything (stock in a business
acquired by the Company, office space, plants, Company apartments, computers,
raw materials, finished goods, etc.) from or selling or leasing anything to, or
borrowing or lending cash or other property from or to, the Company or any of
its subsidiaries. See Item 7 with respect to any indebtedness. You might be
deemed to have an indirect material interest in similar transactions with the
Company by any corporation or organization described in clause (a) of Footnote 4
above. These examples are not meant to be exhaustive, and you are requested to
describe any other type of material transaction in which you or your associates
may have a direct or indirect material interest.
* * *
<PAGE>
EXHIBIT 19
DAMEN FINANCIAL CORPORATION
December 3, 1998
Paul J. Duggan VIA FEDERAL EXPRESS
Jackson Boulevard Capital Management -------------------
53 W. Jackson Blvd., Suite 400
Chicago, IL 60604
Dear Mr. Duggan:
On November 27, 1998, I received your letter dated November 25, 1998 concerning
your demand to inspect certain records pertaining to the stockholder list of
Damen Financial Corporation (the "Company"). In your letter you state that the
purpose of your demand, among other matters, is to communicate with stockholders
regarding your possible solicitation of proxies relating to the election of
directors at the Company's upcoming annual meeting. In Amendment No. 7 to your
Schedule 13D, you also state that you have filed a notice of proposal with the
Company to nominate yourself and two other individuals for election to the Board
of Directors of the Company at the upcoming annual meeting.
Based upon the foregoing, the Company believes that your demand to inspect the
Company's stockholder list pursuant to Section 220 of the Delaware General
Corporation Law cannot be honored at this time. Rule 14a-7(a) of the SEC's
rules provides that if the Company intends to make a proxy solicitation in
connection with a shareholder meeting and the Company receives a request from a
shareholder eligible to vote at such a meeting to provide the shareholder with a
list of the Company's shareholders, the Company and such requesting shareholder
must comply with Rule 14a-7. Rule 14a-7 outlines the Company's obligations with
respect to such a request and the information it must provide to you; it also
governs the procedure you are to follow in making such a request and your
obligations with respect to the use of the Company's shareholder list. Since
the Company is preparing to solicit proxies for its upcoming annual meeting and
since you are eligible to vote at this meeting and have indicated that you may
solicit proxies for your candidates for use at this meeting, the Company
believes that Rule 14a-7 governs your request and not Section 220 of the
Delaware General Corporation Law.
Rules 14a-7(c) requires you to provide the Company with an affidavit in
connection with your request for a shareholder list. You have not provided the
required affidavit to the Company. Therefore, you letter of November 25 does
not satisfy the requirements of Rule 14a-7. The Company is not obligated to
respond unless your request complies with the requirements of Rule 14a-7.
<PAGE>
Mr. Paul Duggan
December 3, 1998
Page 2
I would note, too, that Rule 14a-7(d) imposes obligations upon you concerning
your use of the information supplied by the Company. A request from you
under Rule 14a-7 should also contain your affirmation that you will comply
with the requirements of Rule 14a-7(d). Furthermore, Rule 14a-7(a)(2)(ii)
sets forth the information that the Company must provide to you if it elects
under Rule 14a-7(b)(2) to provide you with this information. Finally, I
would point out that Rule 14a-7(e) obligates you to reimburse the Company for
the reasonable expenses it incurs in complying with your request.
Following its receipt of a proper request, the Company will comply with its
obligations under Rule 14a-7.
If you have any questions with respect to the foregoing, please feel free to
call me.
Sincerely,
/s/ Janine M. Poronsky
Janine M. Poronsky
Corporate Secretary
JMP/mc
<PAGE>
EXHIBIT 20
PAUL J. DUGGAN
53 West Jackson Boulevard
Suite 400, Chicago, IL 60604
December 7, 1998
Via Hand Delivery
- -----------------
Damen Financial Corporation
200 West Higgins Road
Schaumburg, Illinois 60195
Attn: Janine M. Poronsky, Secretary
Via Federal Express
- -------------------
Damen Financial Corporation
c/o Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
Re: Stockholder Demand for Inspection of Stocklist Materials
Ladies and Gentlemen:
The undersigned, Paul J. Duggan, is the record owner of common stock
of Damen Financial Corporation ("Damen Financial" or the "Company"), a Delaware
corporation. Pursuant to a letter dated November 25, 1998, the undersigned
demanded, pursuant to Section 220 of the Delaware General Corporation Law, the
right to inspect certain records and documents of the Company concerning the
identity, share holdings and addresses of the stockholders of the Company.
Pursuant to Section 220 of the Delaware General Corporation Law and Rule 14a-7
under the Securities Exchange Act of 1934, as amended, the undersigned hereby
reiterates his demand for the right (in person or by its attorney or other
<PAGE>
agent), during the usual business hours, to inspect the following records and
documents of the Company (the "Stocklist Materials") and to make copies or
extracts therefrom:
(a) A complete record or list of the Company's stockholders,
certified by its transfer agent(s) and/or registrar(s), showing
the name and address of each stockholder and the number of shares
registered in the name of each such stockholder as of the most
recent date available;
(b) A magnetic computer tape or disk containing a list of the
Company's stockholders showing the names and addresses of each
stockholder and number of shares registered in the name of each
such stockholder as of the most recent date available, together
with such computer processing data and directions as are
necessary to make use of such magnetic computer tape or disk, and
a printout of such magnetic computer tape or disk for
verification purposes;
(c) A list of all stockholders arranged in descending order by number
of shares, showing the name and address of each stockholder; a
complete record or list of any participants in any employee stock
purchase, ESOP plan, or other plan for the purchase of shares,
showing the name and address of each participant and the number
of shares credited to the participant's account; a magnetic
tape(s) or disk containing this information with same computer
processing data and directions as requested in (b) above; a
correct and complete copy of the plan(s) documents, including any
amendments of such plan(s);
(d) All daily transfer sheets showing changes in the list of the
Company's stockholders referred to in paragraph (a) above which
are in or come into the possession of the Company or its transfer
agent from the date of such list to the date of the Company's
annual meeting or any meeting held as a result of any
postponement or adjournment thereof;
(e) All information in or which comes into the Company's possession
or control or which can reasonably be obtained from brokers,
dealers, banks, clearing agencies or voting trustees or nominees
of any central certificate depository system concerning the
number and identity of the actual beneficial owners of the
Company's stock, including a breakdown of any holders in the name
of Cede & Co., Kray & Co., Philadep, and other similar nominees;
(f) All information in or which comes into the Company's possession
or control or which can reasonably be obtained from brokers,
dealers, banks, clearing agencies or voting trustees relating to
the names of the non-objecting beneficial owners of the Company's
stock ("NOBO's") in the format of a printout in descending order
balance and on a magnetic computer tape or disk with the computer
processing data or directions that are necessary to make use of
such magnetic computer tape or disk (such information with
respect to brokers and dealers is readily available to the
Company under Rule 14b-1 of the Securities Exchange Act of 1934,
as amended, from Independent Election
<PAGE>
Corporation of America and ADP Proxy Services);
(g) A stop list or stop lists relating to any Common Stock as of the
date of the list referred to in paragraph (a) above;
(h) A true and correct copy of the Company's bylaws and articles of
incorporation, including any amendments thereto, in effect on the
date hereof; and
(i) The information and records specified in paragraphs (a), (b),
(c), (e) and (f) above as of any record date for stockholder
action set by the Board of Directors, by operation of law or
otherwise; the information and records specified in paragraph (e)
on a weekly basis up until any shareholders' meeting.
The purpose of this demand to inspect the Stocklist Materials is to
enable the undersigned to solicit security holders with respect to the
election of directors of nominated by the undersigned pursuant to that
certain letter dated November 16, 1998 from the undersigned to Janine
Poronsky, at the next annual meeting of the stockholders of the Company, or
to communicate with such stockholders with respect to such solicitation, and
the information requested will not be used for any other purpose whatsoever.
The undersigned will not disclose the information requested herein to any
person other agents retained by me to the extent necessary to effectuate the
solicitation and communication with stockholders described above. An
affidavit with respect to the matters set forth in this paragraph is attached
hereto.
If the Stocklist Materials will be made available in the State of
Delaware, please advise Kenneth J. Nachbar of Morris, Nichols, Arsht &
Tunnell, 1201 N. Market Street, P.O. Box 1347, Wilmington, Delaware 19801,
(302) 658-9200, where and when the Stocklist Materials will be available. If
the Stocklist Materials will be made available in any other location, please
advise Phillip M. Goldberg of Foley & Lardner, 330 N. Wabash Avenue, Suite
3300, Chicago, Illinois 60611, (312) 755-2579, where and when the Stocklist
Materials will be available. The undersigned hereby authorizes Kenneth J.
Nachbar of Morris, Nichols,
<PAGE>
Arsht & Tunnell, and Phillip M. Goldberg of Foley & Lardner, and each of his
respective partners, associates, employees, and any other persons to be
designated by them, acting together, singly or in combination, to conduct the
inspection and copying herein demanded, for the purpose of effectuating the
solicitation and communication with stockholders described above.
Very truly yours,
Paul J. Duggan
<PAGE>
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )
BE IT REMEMBERED that, the undersigned, Paul J. Duggan, personally
appeared before me, who being duly sworn, deposes and says:
That the foregoing is his letter of demand for the inspection of
designated books and records for Damen Financial Corporation and that the
statements made in such letter are true and correct.
That the letter contains a designation of Kenneth J. Nachbar and
Philip M. Goldberg and each of his respective partners and employees and
other person to be designated by them, acting together, singly or in
combination as the undersigned's attorney or agent to conduct such
inspection, and that the foregoing and this verification are the
undersigned's power of attorney authorizing the foregoing persons to act on
behalf of the undersigned.
/s/ Paul J. Duggan
------------------------------
Paul J. Duggan
SWORN TO AND SUBSCRIBED BEFORE ME
this ______ day of December, 1998.
- ----------------------------------------
Notary Public
My Commission Expires:
------------------
<PAGE>
AFFIDAVIT OF PAUL J. DUGGAN
STATE OF ILLINOIS)
) ss
COUNTY OF COOK )
PAUL J. DUGGAN, being first duly sworn, on oath deposes and states as
follows:
1. I am a record holder of shares of the common stock of Damen Financial
Corporation, a Delaware corporation (the "Company"), and I do not hold such
shares through a nominee.
2. I have issued a demand, pursuant to letters dated November 25, 1998
and December 7, 1998 (the "Demand Letters"), to inspect certain records and
documents of the Company with respect to the identity, share holdings and
addresses of the stockholders of the Company.
3. The information requested pursuant to the Demand Letters is to be used
for the purposes of enabling me to solicit stockholders of the Company with
respect to the election of directors of nominated by me pursuant to that certain
letter dated November 16, 1998 from me to Janine Poronsky, at the next annual
meeting of the stockholders of the Company, or to communicate with such
stockholders with respect to such solicitation, and the information requested
will not be used for any other purpose whatsoever.
4. I will not disclose the information requested pursuant to the Demand
Letters to
66
<PAGE>
any person other agents retained by me to the extent necessary to effectuate
the solicitation and communication with stockholders of the Company described
in paragraph 3 above.
FURTHER AFFIANT SAYETH NOT
/s/ Paul J. Duggan
--------------------------------
Paul J. Duggan
SUBSCRIBED AND SWORN
TO BEFORE ME THIS ___
DAY OF DECEMBER 1998.
- --------------------------
NOTARY PUBLIC
My commission expires:
{Notary Seal}
67
<PAGE>
EXHIBIT 21
DAMEN FINANCIAL CORPORATION
December 10, 1998
Paul J. Duggan VIA FACSIMILE AND
Jackson Boulevard Capital Management REGULAR MAIL
53 W. Jackson Blvd., Suite 400
Chicago, IL 60604
Dear Mr. Duggan:
On December 8, 1998, I received your letter dated December 7, 1998 setting forth
your demand to inspect certain records and documents of Damen Financial
Corporation (the "Company") concerning its stockholders. As I indicated in my
letter to you of December 3, 1998, the Company believes your demand should be
treated under Rule 14a-7 of the Rules of the Securities and Exchange Commission.
This Rule directs the Company to provide you within five business days of the
receipt of your request certain information, including the Company's
determination as to whether it will mail your proxy materials or provide you
with certain stockholder information. If the Company elects to provide you with
the stockholder information, it will provide you with the information required
by Rule 14a-7(a)(2)(ii).
The fifth business day from the receipt of your request is December 15, 1998.
The Company will advise you at that time whether it plans to mail your materials
or provide you with the information required by Rule 14a-7(a)(2)(ii). If the
latter option is chosen, the material will be delivered to your office on
December 15, 1998.
I would note that Rule 14a-7(d) directs you to return to the Company any
information that the Company provides to you and that Rule 14a-7(e) requires you
to reimburse the Company for any reasonable expenses incurred in performing the
acts requested pursuant to Paragraph (a) of the Rule. If the Company chooses to
comply with Rule 14a-7(a)(2)(ii), it will present you with a bill itemizing its
expenses at the time it delivers the Rule 14a-7(a)(2)(ii) material to your
office.
The Company will provide you with a copy of its Certificate of Incorporation and
Bylaws on December 15, 1998.
Finally, I would note that we have not received from you a copy of your most
recent amendment to your Schedule 13D. Rule 13d-7 of the SEC's Rules directs
you to file any amendment with the Company at its principal executive offices.
Please provide the Company with a copy of the required filing as soon as
possible.
<PAGE>
Duggan/December 10, 1998
Page 2
If you have any questions with respect to the foregoing, please feel free to
call me.
Sincerely,
Janine M. Poronsky
Corporate Secretary
<PAGE>
EXHIBIT 22
PAUL J. DUGGAN
53 West Jackson Boulevard
Suite 400, Chicago, IL 60604
December 11, 1998
CERTIFIED MAIL RETURN RECEIPT REQUESTED AND VIA FACSIMILE
Ms. Janine M. Poronsky
Vice President and Secretary
Damen Financial Corporation
200 West Higgins Road
Schaumburg, IL 60195
Dear Ms. Poronsky:
I am in receipt of your letter dated December 10, 1998 with respect to
my demand to inspect certain records and documents of Damen Financial
Corporation (the "Company").
In order to facilitate the delivery of the materials requested in my
letter dated December 7, 1998 letter, and pursuant to my rights under Section
220 of the Delaware General Corporation Law, I will make arrangements to have a
messenger available at the Company's principal executive offices at 12:00 p.m.
Tuesday, December 15, 1998 in order to pick up such material. Such messenger
will also be carrying a check in an amount sufficient to satisfy the Company's
expenses in preparing such material.
If the material requested will not be available until later in the day
on Tuesday, December 15, 1998, please call me at (312) 294-6440 so that I can
arrange for the messenger to be available at such time when the materials are
ready. Please also inform me on the morning of Tuesday, December 15, 1998 by
telephone or facsimile of the amount of the Company's expenses so that a check
can be promptly issued.
Please call me if you have any questions with respect to these
arrangements.
Very truly yours,
/s/ Paul J. Duggan
Paul J. Duggan
