SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6
(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 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>
Paul J. Duggan
and The Committee to Enhance Shareholder Value
53 West Jackson Boulevard
Chicago, IL 60604
Toll Free (888) 522-5332
Important Message to
Damen Financial Corporation Stockholders
January 22, 1999
To My Fellow Stockholders:
On May 15, 1998, Damen's stock traded at $19 per share. Yesterday it closed at
$14.75. That's a drop of 22%! Obviously something is wrong.
That's why I am writing to urge you - in your own best interest - to vote for
the slate of three truly independent directors put forward by the Committee To
Enhance Shareholder Value.
Who am I? My name is Paul Duggan and I am the largest stockholder in Damen. I
ask you to compare our director nominees to Damen's:
--------------------------------- -----------------------------------------
THE COMMITTEE'S SLATE DAMEN'S SLATE
--------------------------------- -----------------------------------------
Money manager with Funeral home
CPA certificate - Duggan director -Tybor
--------------------------------- -----------------------------------------
MBA with over 20 years of Retired cement business
banking experience - Huffman owner - Caputo
--------------------------------- -----------------------------------------
Lawyer with expertise in Former attorney for the Internal Revenue
municipal bonds - Cainkar Service - Poronsky
--------------------------------- -----------------------------------------
Damen's nominees were among the directors who approved salaries, bonuses and
stock awards for management that totaled more than $3.2 million over the past
three years, despite Damen's poor financial performance.
Damen's entrenched management has already begun the process of attempting to
justify their lackluster performance since 1995. Please consider these facts:
Damen's
Date Closing Stock Price
-------- -------------------
10/02/95 $11.50
5/15/98 19.00
9/01/98 12.50
1/21/99 14.75
o The price of Damen stock fell 34% from May 1998 to September 1, 1998.
o Damen's stock price rose only 8.7% from its IPO in October 1995 to September
1998.*
o But, in the face of these facts, the compensation committee of Damen's board
recommended that CEO Stull receive a bonus for this performance in 1998 and
a salary increase for 1999!
- --------
* Please note that September 1, 1998 is a critical date, because it is one month
prior to the end of Damen's fiscal year, when budgets are frequently set for the
coming year.
<PAGE>
In our considered opinion, to reward management while the stock price is
languishing is just plain wrong!
That's just one of the reasons you owe it to yourself to elect our slate of
truly independent, highly qualified candidates. We pledge that we will not
approve such rich compensation programs.
After you have read Damen's self-serving material and considered the pitiful
price record of Damen stock, ask yourself these questions:
o Why would Damen's current board want to give the President a raise when, in
September 1998, Damen's Stock was at a 52-week low?
o Does an increase of 8.7% in the price of Damen's stock over the 35 month
period after Damen's IPO qualify one for a raise?
o Are you satisfied with the performance of Damen's share price during the
strongest Bull market in history?
o Do you really believe that the incumbent board will act in a truly
independent manner?
We believe the key issue you should consider when deciding who to vote for is
the independence of the director candidates. Our slate of truly independent
directors can make a difference. We are committed to maximizing value for all
shareholders, by examining all available options including a sale of the
company.
Management has tried to put a spin on the hiring of an investment banker.
o Do you really think that management's hiring an investment banker will lead
to a sale of the company at a favorable price? (Note that the same
investment banker was hired "some time" before the fact was announced by the
Company in December, just in time to try to make you think they might be
serious and should be re-elected).
o Why did they delay this announcement? They say they were afraid that
announcing the hiring of an investment banker would ...spark a bidding war
for the company...! Have you ever seen a bidding war that didn't result in a
higher price for the shareholders?
o If a buyer is actually found, do you think the present board, dominated by
insiders, will negotiate in your best interest or Management's? Don't you
think a truly independent board will do better for you?
This is the key question: Are you satisfied with the performance of your
investment in Damen? If your answer is NO, you owe it to yourself to support our
candidates and vote for the Committee by completing and returning the enclosed
BLUE proxy card.
Thank you for your time and attention to this important matter.
Very truly yours,
/s/Paul J. Duggan
Paul J. Duggan and
The Committee to Enhance Shareholder Value
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If your shares are held in the name of a brokerage firm, please return your BLUE
proxy or contact your broker and direct him or her to vote for the Committee on
the BLUE proxy card. If you have any questions you can reach Mr. Duggan toll
free at (888) 522-5332 or call The Altman Group collect at (212) 681-9600.
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<PAGE>
PROXY
This proxy is solicited on behalf of
Paul J. Duggan and the Committee to Enhance Shareholder Value
with respect to the
1999 Annual Meeting of Stockholders of
Damen Financial Corporation
The undersigned appoints Paul J. Duggan and Vincent Cainkar, and each of
them, each with full power to act without the other, and each with full power of
substitution, proxies for the undersigned, to represent and vote, as designated
below, all shares of Common Stock of Damen Financial Corporation (the "Company")
which the undersigned is entitled to vote at the Annual Meeting of Stockholders
of the Company to be held on February 26, 1999 at 9:30 a.m. (local time) and at
any adjournments or postponements thereof, at the Embassy Suites, located at
1939 N. Meacham Road, Schaumburg, Illinois.
This proxy, when properly executed, will be voted in the manner
directed by the undersigned shareholder. If no direction is made, this proxy
will be voted FOR the election of Paul J. Duggan, Vincent Cainkar and J. Dennis
Huffman as directors of the Company, FOR the ratification of the appointment of
Cobitz, VandenBerg & Fennessy as the auditors of the Company for the fiscal year
ending September 30, 1999, FOR the stockholder proposal directing the Board of
Directors to appoint an investment banker to pursue merger or acquisition
candidates for the Company and to establish a committee consisting of all
directors who are not current or former officers or employees or relatives of
such persons in order to recommend to the Board of Directors the best available
offer to acquire the Company, FOR any adjournment proposal made or recommended
by any member of the Committee to Enhance Shareholder Value, and AGAINST any
adjournment proposal not made or recommended by a member of the Committee to
Enhance Shareholder Value.
PLEASE SEE REVERSE SIDE OF CARD FOR VOTING INFORMATION
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PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
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<PAGE>
The Committee to Enhance Shareholder Value recommends that you vote FOR
the election of Paul J. Duggan, Vincent Cainkar and J. Dennis Huffman as
directors of the Company, FOR the ratification of the appointment of Cobitz,
VandenBerg & Fennessy as the auditors of the Company for the fiscal year ending
September 30, 1999, FOR the stockholder proposal directing the Board of
Directors to appoint an investment banker to pursue merger or acquisition
candidates for the Company and to establish a committee consisting of all
directors who are not current or former officers or employees or relatives of
such persons in order to recommend to the Board of Directors the best available
offer to acquire the Company, FOR any adjournment proposal made or recommended
by any member of the Committee to Enhance Shareholder Value, and AGAINST any
adjournment proposal not made or recommended by a member of the Committee to
Enhance Shareholder Value.
1. To elect three nominees as directors of the Company.
[ ] FOR all nominees listed below (except
as marked to the contrary below)
[ ] WITHHOLD authority to vote
for all nominees listed below
Paul J. Duggan, Vincent Cainkar and J. Dennis Huffman
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.)
--------------------------------------------
2. To ratify the appointment of Cobitz, VandenBerg & Fennessy as the auditors of
the Company for the fiscal year ending September 30, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To approve the stockholder proposal directing the Board of Directors to
appoint an investment banker to pursue merger or acquisition candidates for the
Company and to establish a committee consisting of all directors who are not
current or former officers or employees or relatives of such persons in order to
recommend to the Board of Directors the best available offer to acquire the
Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. To adjourn the annual meeting to a later date that is proposed or recommended
by any member of the Committee to Enhance Shareholder Value.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. To adjourn the annual meeting to a later date that is not proposed or
recommended by a member of the Committee to Enhance Shareholder Value.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Please sign your name exactly as it appears
on this card. If you are a joint owner, each
owner should sign. When signing as executor,
administrator, attorney, trustee, or
guardian, or as custodian for a minor,
please give your full title as such. If you
are signing for a corporation, please sign
the full corporate name and indicate the
signer's office. If you are a partner, sign
in the partnership name.
____________________________________________
Shareholder sign here Date
____________________________________________
Co-owner sign here Date
If you need assistance in voting your shares, please call Paul J. Duggan
toll-free at (888) 522-5332 or The Altman Group, Inc., which is assisting the
Committee in its solicitation of your proxy for the Annual Meeting, at (212)
681-9600.
