SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
DAMEN FINANCIAL CORP.
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(Name of Registrant as Specified in Its Charter)
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[GRAPHIC-COMPANY LOGO]
DAMEN FINANCIAL CORPORATION
January 13, 1998
Dear Fellow Stockholder:
We recently sent you Damen Financial Corporation's Annual Report
and Proxy Statement for the Annual Meeting scheduled for January
27, 1998. Our latest records indicate that your proxy card has not
yet been returned. No matter how many shares you own, your vote is
important. Enclosed is a duplicate proxy. Please take this
opportunity to sign, date and return it in the postage-paid
envelope provided.
Please keep in mind that your Board of Directors has unanimously
recommended that you vote your shares FOR the Board's nominees for
election as directors, FOR the ratification of the appointment of
auditors, and AGAINST the stockholder proposal.
On behalf of your Board of Directors and the management of Damen,
I would like to take this opportunity to wish you the very best
for the New Year and to thank you for your continuing interest and
support.
Sincerely,
/s/Mary Beth Poronsky Stull
Mary Beth Poronsky Stull
Chairman, President and
Chief Executive Officer
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200 WEST HIGGINS ROAD o SCHAUMBURG, IL 60195-3788
PHONE: 847.882.5320
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REVOCABLE PROXY
DAMEN FINANCIAL CORPORATION
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 27, 1998
The undersigned hereby appoints the Board of Directors of Damen Financial
Corporation (the "Company"), and its survivor, with full powers of substitution,
to act as attorneys and proxies for the undersigned to vote all shares of
capital stock of the Company which the undersigned is entitled to vote at the
Company's Annual Meeting of Stockholders (the "Meeting"), to be held at the
Holiday Inn, located at 3405 Algonquin Road, Rolling Meadows, Illinois on
January 27, 1998 at 10:30 a.m. and at any and all adjournments and postponements
thereof.
1. The election as directors of all nominees listed (except as marked to the
contrary below):
Carol A. Diver and Nicholas J. Raino
[ ] FOR [ ] WITHHOLD [ ] EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
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2. The ratification of the appointment of Cobitz, VandenBerg & Fennessy as
auditors for the Company for the fiscal year ending September 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote "FOR" the election of the nominees
listed in Item 1 above and "FOR" the ratification of the appointment of auditors
named in Item 2 above.
The Board of Directors recommends a vote "AGAINST" the proposal set forth in
Item 3 below.
3. A proposal by a stockholder of the Company, as described in the accompanying
Proxy Statement.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on such other matters
as may properly come before the Meeting or any adjournments or postponements
thereof.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR ELECTION AS DIRECTORS LISTED IN
ITEM 1 ABOVE AND FOR THE RATIFICATION OF THE APPOINTMENT OF AUDITORS NAMED IN
ITEM 2 ABOVE AND AGAINST THE PROPOSAL SET FORTH IN ITEM 3 ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN
THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
Please be sure to sign and date
this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
DAMEN FINANCIAL CORPORATION
This Proxy may be revoked at any time before it is voted by: (i) filing with
the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than this Proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Meeting; or (iii) attending the Meeting and
voting in person (although attendance at the Meeting will not in itself
constitute revocation of this Proxy). If this Proxy is properly revoked as
described above, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.
The above signed acknowledges receipt from the Company, prior to the execution
of this proxy, of notice of the Meeting, a Proxy Statement and an Annual Report
to Stockholders.
Please sign exactly as your name(s) appear(s) on this proxy. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
