<PAGE>
CUSIP No. 235906104 Page 1 of 25 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
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, Ltd.
53 W. Jackson
Chicago, Illinois 60604
(312) 294-6440
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 16, 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 [ ].
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CUSIP No. 235906104 Page 2 of 25 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
246,400 shares
Number of
Shares 8 Shared Voting Power
Beneficially 116,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 246,400 shares
10 Shared Dispositive Power
116,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
362,400 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
12.2%
14 Type of Reporting Person
IN
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CUSIP No. 235906104 Page 3 of 25 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 116,000 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
116,000 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
116,000 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
3.9%
14 Type of Reporting Person
CO
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CUSIP No. 235906104 Page 4 of 25 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 56,622 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
56,622 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
56,622 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
1.9%
14 Type of Reporting Person
PN
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CUSIP No. 235906104 Page 5 of 25 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 29,578 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
29,578 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
29,578 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
1.0%
14 Type of Reporting Person
PN
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CUSIP No. 235906104 Page 6 of 25 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 29,800 shares
Owned By
Each Reporting 9 Sole Dispositive Power
Person With 0 shares
10 Shared Dispositive Power
29,800 shares
11 Aggregate Amount Beneficially Owned by Each Reporting Person
29,800 shares
12 Check Box If The Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
13 Percent of Class Represented By Amount in Row (11)
1.0%
14 Type of Reporting Person
CO
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CUSIP No. 235906104 Page 7 of 25 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 8 of 25 Pages
This is Amendment No. 7 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) and, as of this Amendment No. 7, Vincent Cainkar
(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, Jackson Capital, Jackson Equities, Jackson Investments and Jackson
Offshore 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. The address
of the principal business and the principal office of Jackson Capital, Jackson
Equities, 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 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 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.
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CUSIP No. 235906104 Page 9 of 25 Pages
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.
Vincent Cainkar is an individual whose principal occupation is the
practice of law, particularly as bond 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.
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,
Jackson Capital, Jackson Equities, Jackson Offshore 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
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.
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.
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CUSIP No. 235906104 Page 10 of 25 Pages
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.
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 that the Issuer provide him with a
stockholder list and certain other related materials. A copy of that letter is
attached as Exhibit 16.
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 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
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CUSIP No. 235906104 Page 11 of 25 Pages
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 362,400 of the 366,500 shares of the
Common Stock owned by members of the Group, constituting approximately 12.2% 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
116,000 shares held in the names of Jackson Equities, Jackson Investments and
Jackson Capital, constituting approximately 3.9% of the issued and outstanding
shares of the Common Stock. Jackson Equities beneficially owns only the 86,422
shares of the Common Stock it holds in its own name, constituting approximately
1.9% of the issued and outstanding shares of the Common Stock. Jackson
Investments beneficially owns only the 29,578 shares of the Common Stock it
holds in its own name, constituting approximately 1.0% of the issued and
outstanding shares of the Common Stock. Jackson Offshore beneficially owns only
the 29,800 shares of the Common Stock it holds in its own name, constituting
approximately 1.0% of the issued and outstanding shares 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 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.
(b) With respect to the shares described in (a) above, Mr. Duggan
has sole voting and investment power with regard to the 246,400 shares held
by Mr. Duggan. Mr. Duggan, Jackson Capital, Jackson Equities, Jackson
Investments and Jackson Offshore have shared voting and investment power with
regard to the 116,000 shares held by Jackson Equities, Jackson Investments
and Jackson Offshore. 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
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 she serve as a partner, director or officer
of Jackson Capital, Jackson Equities, Jackson Investments, or Jackson
Offshore. During the past five years, Mrs. Cainkar has not been convicted in
a criminal proceeding (excluding traffic violations), and has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which she was or is 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.
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CUSIP No. 235906104 Page 12 of 25 Pages
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
No. Description
--- -----------
<S> <C>
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.*
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 25,
1998.
</TABLE>
- -----------------
*Filed as part of the Original 13D.
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CUSIP No. 235906104 Page 13 of 25 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: November 23, 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
Vincent Cainkar, an individual
<PAGE>
CUSIP No. 235906104 Page 14 of 25 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: November 23, 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
<PAGE>
CUSIP No. 235906104 Page 15 of 25 Pages
EXHIBIT 15
November 16, 1998
Ms. Janine Poronsky
Damen Financial Corp.
200 West Higgins Road
Schaumburg, IL 60195-3780
Dear Ms. Poronsky:
Pursuant to the Bylaws of Damen Financial Corporation, I am hereby
submitting notice that I propose to nominate and hereby nominate the following
three individuals as eligible for election to the Board of Directors of Damen
Financial Corporation.
1. Paul J. Duggan
2. Vincent Cainkar
3. J. Dennis Huffman
Pursuant to your Bylaws, I am including the following for each individual:
1. Written consent to being named in the proxy statement as a nominee
and to serving as a director if elected.
2. Biographies of Paul Duggan, Vincent Cainkar and J. Dennis Huffman
which comply with the information requirements of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended.
3. The name and addresses as they appear in the corporation books of
such stockholder and the class and number of shares of the
corporation's capital stock that is beneficially owned by each
stockholder.
Very truly yours,
Paul J. Duggan, an individual
PJD/sr
Enclosure
<PAGE>
CUSIP No. 235906104 Page 16 of 25 Pages
November 16, 1998
Ms. Janine Poronsky
Damen Financial Corp.
200 West Higgins Road
Schaumburg, IL 60195-3780
Dear Ms. Poronsky:
I hereby consent to my nomination for
election as a director of Damen Financial
Corporation. Further, I am willing to serve as a
director if elected.
Very truly yours,
J. Dennis Huffman, shareholder
Damen Financial Corporation
10549 South Talman Avenue
Chicago, IL 60655
<PAGE>
CUSIP No. 235906104 Page 17 of 25 Pages
November 16, 1998
Ms. Janine Poronsky
Damen Financial Corp.
200 West Higgins Road
Schaumburg, IL 60195-3780
Dear Ms. Poronsky:
I hereby consent to my nomination for
election as a director of Damen Financial
Corporation. Further, I am willing to serve as a
director if elected.
Very truly yours,
Vincent Cainkar, shareholder
Damen Financial Corporation
8206 South Mobile
Burbank, IL 60459
<PAGE>
CUSIP No. 235906104 Page 18 of 25 Pages
November 16, 1998
Ms. Janine Poronsky
Damen Financial Corp.
200 West Higgins Road
Schaumburg, IL 60195-3780
Dear Ms. Poronsky:
I hereby consent to my nomination for
election as a director of Damen Financial
Corporation. Further, I am willing to serve as a
director if elected.
Very truly yours,
Paul J. Duggan, shareholder
Damen Financial Corporation
<PAGE>
CUSIP No. 235906104 Page 19 of 25 Pages
PAUL DUGGAN, AGE 48 AND A LIFE LONG RESIDENT OF THE CHICAGO AREA, IS A LICENSED
CPA IN THE STATE OF ILLINOIS. MR. DUGGAN OWNS AND MANAGES THE CONSULTING FIRM OF
DUGGAN AND ASSOCIATES WHICH SPECIALIZES IN LITIGATION CONSULTING AND MANAGES
JACKSON BOULEVARD PARTNERS, AN INVESTMENT CONSULTING FIRM IN DOWNTOWN CHICAGO.
MR. DUGGAN HAS SERVED AS AN EXPERT WITNESS IN COMMERCIAL LITIGATION ISSUES, IN
DAMAGES ANLAYSIS AREAS AND HAS TESTIFIED IN FEDERAL COURT IN CHICAGO,
SACRAMENTO, SAN FRANCISCO, DETROIT AND OTHER VENUES ON ISSUES CONCERNING
BUSINESS VALUATION, INTELLECTUAL PROPERTY, UNJUST ENRICHMENT, AND VARIOUS
DAMAGES AREAS.
MR. DUGGAN IS ALSO PRESIDENT OF JACKSON BOULEVARD CAPITAL MANAGEMENT, LTD.
(JACKFUND) A HEDGE FUND MANAGEMENT FIRM. JACKFUND OFFERS MONEY MANAGEMENT AND
VENTURE CAPITAL ACTIVITIES IN ADDITION TO MANAGING HEDGE FUNDS WHICH CONCENTRATE
IN INVESTING IN THE THRIFT AND SMALL CAP BANK AREAS.
MR. DUGGAN CURRENTLY MANAGES PORTFOLIOS WITH INVESTMENTS IN THRIFTS IN EXCESS OF
$70 MILLION AS WELL AS OVER $10 MILLION IN VENTURE CAPITAL AND PRIVATE REAL
ESTATE PARTNERSHIPS. MR. DUGGAN RECEIVED HIS B.B.A. IN BUSINESS ADMINISTRATION
FROM LOYOLA UNIVERSITY OF CHICAGO IN 1974 AND HIS CPA IN THE STATE OF ILLINOIS
IN 1975.
MR. DUGGAN OWNS 246,400 SHARES AND VOTES 116,000 SHARES ON BEHALF OF JACKSON
BOULEVARD EQUITIES, L.P. AND JACKSON BOULEVARD INVESTMENTS, L.P. HEDGE FUNDS
MANAGED BY JACKSON BOULEVARD CAPITAL MANAGEMENT, LTD. THIS TOTALS 362,400
SHARES.
MY ADDRESS OF RECORD FOR 400 SHARES OWNED IN THE NAME OF PAUL J. DUGGAN AS IT
APPEARS ON THE COMPANY'S BOOKS IS 53 WEST JACKSON BOULEVARD, SUITE 400, CHICAGO,
IL 60604. THE REMAINDER OF THE SHARES ARE HELD IN STREET NAME BY BEAR STEARNS
SECURITIES CORPORATION, ONE METROTECH CENTER NORTH, 4TH FLOOR, BROOKLYN, NY
11201-3859.
<PAGE>
CUSIP No. 235906104 Page 20 of 25 Pages
VINCENT CAINKAR, AGE 49 AND A LIFE LONG RESIDENT OF THE CHICAGO AREA, 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 ENTITITES 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 UNVIERSITY COLLEGE OF LAW IN 1974.
VINCENT CAINKAR IS THE BENEFICIAL OWNER OF 4,100 SHARES OF DAMEN FINANCIAL
CORPORATION HELD IN THE NAME OF MORGAN STANLEY & CO., ONE PIERREPONT PLAZA, 10TH
FLOOR, BROOKLYN, NY 11201, IN ACCOUNTS WITH HIS WIFE, CATHY M. CAINKAR, AND AS
BENEFICIARY OF THE LOUIS F. CAINKAR, LTD. PROFIT SHARING PLAN. VINCENT CAINKAR
OWNS 100 SHARES OF DAMEN FINANCIAL CORPORATION WITH HIS WIFE, CATHY M. CAINKAR,
REGISTERED IN THEIR NAMES AT 6215 WEST 79TH STREET, BURBANK, IL 60459.
<PAGE>
CUSIP No. 235906104 Page 21 of 25 Pages
J. DENNIS HUFFMAN, AGE 55, HAS RESIDED IN THE CHICAGO AREA SINCE 1969 WHEN HE
WAS DISCHARGED FROM THE US AIR FORCE AFTER SERVING 5 YEARS AS A MILITARY PILOT.
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.
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.
MR. HUFFMAN GRADUATED FORM DEPAUL UNIVERSITY AND HOLDS AN MBA FROM NORTHWESTERN
UNIVERSITY'S KELLOGG GRADUATE SHCOOL OF MANAGEMENT. MR. HUFFMAN BENEFICIALLY
OWNS 1,000 SHARES OF DAMEN FINANCIAL CORPORATION STOCK HELD IN HIS IRA ACCOUNT,
CUSTODIAN IS RAUSCHER PIERCE REFNES & CO., 515 OLIVE STREET, ST. LOUIS, MO
63101.
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CUSIP No. 235906104 Page 22 of 25 Pages
EXHIBIT 16
PAUL J. DUGGAN
53 West Jackson Boulevard
Suite 400, Chicago, IL 60604
November 25, 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 Section 220 of the Delaware General Corporation Law,
the undersigned hereby demands the right (in person or by its attorney or other
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 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
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CUSIP No. 235906104 Page 23 of 25 Pages
and the number of shares registered in the name of each such stockholder as
of the most recent date available;
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;
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);
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;
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;
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 Corporation of America and ADP Proxy
Services);
A stop list or stop lists relating to any Common Stock as of the date
of the list referred to in paragraph (a) above;
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
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CUSIP No. 235906104 Page 24 of 25 Pages
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 communicate with stockholders regarding their
investment as stockholders, including, without limitation, to communicate with
stockholders regarding a possible proxy solicitation relating to the election of
directors of nominated by Paul J. Duggan pursuant to that certain letter dated
November 16, 1998 from Paul J. Duggan to Janine Poronsky.
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, 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.
Very truly yours,
Paul J. Duggan
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CUSIP No. 235906104 Page 25 of 25 Pages
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.
---------------------------------------
Paul J. Duggan
SWORN TO AND SUBSCRIBED BEFORE ME
this ______ day of November, 1998.
- -----------------------------------------
Notary Public
My Commission Expires:
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