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240.14a-12
DAMEN FINANCIAL CORPORATION
(Name of Registrant as Specified in its Charter)
PAUL J. DUGGAN AND THE COMMITTEE TO ENHANCE SHAREHOLDER VALUE
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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<PAGE>
CUSIP No. 235906104 Page 27 of 27
Paul J. Duggan
and The Committee to Enhance Shareholder Value
February 11, 1999
The Board of Directors
Damen Financial Corporation
Dear Directors:
As we are all fully aware, I am running with two other candidates for the Board
of Directors of Damen Financial Corporation in opposition to management's
nominated slate. In addition, I have a shareholder proposal on the ballot
regarding the hiring of an investment banker and the review of the investment
banker's findings.
Last year a similar proposal failed by a small margin. It is my opinion that we
stand a very strong chance of carrying the proposition and electing our slate of
directors. I base my opinion on the closeness of last year's results and our
current proxy solicitation efforts.
The company has announced that it has retained Keefe, Bruyette and Woods, Inc.
(Keefe) to evaluate its strategic options, so I am concerned that management may
attempt to engage in some significant transaction immediately prior to the
annual meeting that would not allow the shareholders to choose the directors who
would evaluate and negotiate any such transaction. If one of these options is
the sale of the Company, I would ask that no significant transactions be entered
into prior to the annual meeting and the seating of the newly elected directors.
I feel that any effort to hastily enter into a transaction may be in violation
of your fiduciary responsibilities to all shareholders.
I have had numerous conversations with banks interested in buying, merging or
having a transaction with Damen Financial. I also have been approached by
financial brokers and other people in the banking field with indication of
interest in Damen. Some of these individuals and institutions have contacted
Keefe for additional information. To date, Keefe Bruyette has rebuffed some of
these contacts. If the bank is truly for sale and an investment banker was hired
to maximize shareholder value and market the company for sale, I think that
Keefe's lack of cooperation in the process is contrary to the best interests of
the shareholders.
I ask that you request that Keefe cooperate with interested parties. Further I
would ask that the Board of Directors refrain from approving any significant
transactions prior to the shareholder meeting in light of the potential turnover
in a significant number of seats on the board and the lack of a full and fair
auction process for the Company to date.
Very truly yours,
/s/ Paul J. Duggan
Paul J. Duggan
