CUSIP No. 235906104 Page 1 of 27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)
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)
February 8, 1999
(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 27
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)
9.5%
14 Type of Reporting Person
IN
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CUSIP No. 235906104 Page 3 of 27
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)
3.3%
14 Type of Reporting Person
CO
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CUSIP No. 235906104 Page 4 of 27
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)
2.1%
14 Type of Reporting Person
PN
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CUSIP No. 235906104 Page 5 of 27
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 27
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 27
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)
6.2%
14 Type of Reporting Person
PN
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CUSIP No. 235906104 Page 8 of 27
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)
0.1%
14 Type of Reporting Person
IN
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CUSIP No. 235906104 Page 9 of 27
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)
0.1%
14 Type of Reporting Person
IN
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CUSIP No. 235906104 Page 10 of 27
This is Amendment No. 13 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), Jackson Boulevard Partners ("Jackson Partners") and J. Dennis
Huffman (as of Amendment No. 8 to such Schedule 13D) (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:
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.
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
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CUSIP No. 235906104 Page 11 of 27
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.
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 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.
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 27
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.
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CUSIP No. 235906104 Page 13 of 27
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 were 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 would 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.
By facsimile correspondence dated December 14, 1998, the Issuer responded
to Mr. Duggan's December 11, 1998 letter, asserting that it would provide Mr.
Duggan with the shareholder materials as required by Rule 14a-7(a)(2)(ii) on
December 15, 1998. A copy of that letter is attached as Exhibit 23.
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CUSIP No. 235906104 Page 14 of 27
On December 22, 1998, Mr. Duggan and the Committee to Enhance Shareholder
Value (the "Committee"), whose members include Mr. Duggan, Vincent Cainkar, J.
Dennis Huffman, Jackson Boulevard Partners, Jackson Boulevard Equities, L.P.,
Jackson Boulevard Investments, L.P., Jackson Boulevard Capital Management, Ltd.,
and Jackson Offshore Fund, Ltd., filed a preliminary proxy statement on Schedule
14A ("Preliminary Proxy Statement") with the U.S. Securities and Exchange
Commission ("SEC"). A copy of the Preliminary Proxy Statement is attached as
Exhibit 24. On December 22, 1998, a letter to the Issuer by representatives of
Paul J. Duggan and the Committee informing the Issuer of the filing of the
Preliminary Proxy Statement. A copy of this letter is attached as Exhibit 25.
On December 23, 1998, Paul J. Duggan and the Committee prepared a draft
letter to the stockholders of the Issuer urging shareholders to refrain from
completing any proxy cards that may be sent to them by the Issuer until they had
reviewed the proxy statement to be sent to them by Mr. Duggan and the Committee.
This letter was filed with the SEC on December 24, 1998. This letter was not
delivered to stockholders of the Issuer. A copy of this letter is attached as
Exhibit 26.
On December 24, 1998, the Issuer issued a press release announcing its
intention to change the date of the Issuer's annual meeting of stockholders from
January 25, 1999 to February 26, 1999. A copy of this press release is attached
as Exhibit 27. On December 30, 1998, Paul J. Duggan filed a complaint against
the Issuer in Delaware Chancery Court, asserting that the attempt to change the
date of the meeting is invalid and in violation of the law. A copy of this
complaint is attached as Exhibit 28.
On December 31, 1998, in response to comments from the SEC, Mr. Duggan
and the Committee filed Amendment No. 1 to the Preliminary Proxy Statement. This
Amendment No. 1 is attached as Exhibit 29. On January 6, 1999, Mr. Duggan and
the Committee prepared a draft letter to the stockholders of the Issuer to be
attached to the definitive proxy statement of Mr. Duggan and the Committee when
the proxy statement is sent to stockholders. This letter was filed with the SEC
on January 6, 1999. This letter, which was not delivered to stockholders of the
Issuer, is attached as Exhibit 30.
On January 12, 1999, the Delaware Chancery Court held a hearing with
respect to the complaint filed by Mr. Duggan against the Issuer and Mr. Duggan's
plea for an injunction barring the Issuer from changing the annual meeting date
from January 25, 1999 to February 26, 1999 and changing the record date for the
annual meeting from December 9, 1998 to January 11, 1999. The Delaware Chancery
Court ruled that it would not enjoin the change in the annual meeting date from
January 25, 1999 to February 26, 1999 or the change in the annual record date
from December 9, 1998 to January 11, 1999. Accordingly, the annual meeting is
currently scheduled for February 26, 1999 and the record date for such meeting
is currently designated as January 11, 1999.
On January 13, 1999, Mr. Duggan and the Committee filed its Definitive
Proxy Statement with the SEC, a copy of which is attached as Exhibit 31. Also on
January 13, 1999, Mr. Duggan filed with the SEC additional proxy materials
consisting of a cover letter to be enclosed with the Definitive Proxy Statement
when delivered to stockholders of the Issuer. A copy of this letter is attached
as Exhibit 32.
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CUSIP No. 235906104 Page 15 of 27
Mr. Duggan and the Committee began mailing the Definitive Proxy Statement and
cover letter on January 13, 1999 to shareholders whose proxies they were
soliciting.
On January 15, 1999, the Issuer filed its Preliminary Proxy Statement and
preliminary additional soliciting materials with the SEC. On January 20, 1999,
the Issuer filed with the SEC and sent to shareholders definitive additional
soliciting materials.
On January 25, 1999, Mr. Duggan and the Committee filed additional proxy
materials with the SEC. These materials consisted of a letter sent to the
stockholders urging them to vote for Mr. Duggan's slate of directors. A copy of
this letter is attached as Exhibit 33.
On January 28, 1999, the Issuer filed with the SEC and sent to
shareholders its Definitive Proxy Statement.
On February 8, 1999, Mr. Duggan and the Committee sent additional proxy
materials to the Issuer's shareholders and filed this additional proxy materials
with the SEC. These materials consisted of a letter sent to the stockholders
urging them to vote for Mr. Duggan's slate of directors. A copy of this letter
is attached as Exhibit 34.
On February 11, 1999, Mr. Duggan and the Committee sent to the Issuer's
board of directors a letter requesting that the Issuer refrain from approving
any significant transactions prior to the shareholder meeting on February 26,
1999. Although this letter was sent only to the board of directors of the
Issuer, and not to the Issuer's shareholders, a copy of this letter was filed
with the SEC as additional soliciting materials because of its publication, via
the filing of this Schedule 13-D amendment, on EDGAR. A copy of this letter is
attached as Exhibit 35.
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 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
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CUSIP No. 235906104 Page 16 of 27
shares of the Common Stock, based on the number of outstanding shares
(2,820,154) reported on the Issuer's Annual Report on Form 10-K filed on
December 30, 1998. Jackson Capital beneficially owns only the 92,200 shares held
in the names of Jackson Equities and Jackson Investments, constituting
approximately 3.3% 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 2.1% 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. Jackson Partners beneficially owns only the 174,000 shares of the
Common Stock it holds in its own name, constituting approximately 6.2% 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 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 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 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 or Jackson Offshore. Mrs. Cainkar has a non-voting limited partnership
interest in Jackson Investment. 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) None of the reporting persons filing this amendment have engaged in
any transactions in the Issuer's securities in the last sixty days.
<PAGE>
CUSIP No. 235906104 Page 17 of 27
Item 7. Material to be Filed as Exhibits
No. Description
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 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.*
<PAGE>
CUSIP No. 235906104 Page 18 of 27
22. Letter from Paul J. Duggan to Janine M. Poronsky, dated December 11,
1998.*
23. Correspondence by facsimile from Janine M. Poronsky to Paul J. Duggan,
dated December 14, 1998.*
24. Preliminary Proxy Statement filed with the SEC on December 22, 1998 by
Paul J. Duggan and the Committee to Enhance Shareholder Value.*
25. Letter to Mary Beth Poronsky-Stull, dated December 22, 1998.* 26. Letter
from Paul J. Duggan and the Committee to Enhance Shareholder Value to the
shareholders of the Company filed with the SEC on December 24, 1998.*
27. Press release from Damen Financial Corporation dated December 24, 1998.*
28. Complaint filed by Paul J. Duggan on December 30, 1998.*
29. Amendment No. 1 to Preliminary Proxy Statement, filed with the SEC on
December 31, 1998.*
30. Letter from Paul J. Duggan and the Committee to Enhance Shareholder Value
to the shareholders of the Company, filed with the SEC on January 6,
1999.*
31. Definitive Proxy Statement of Paul J. Duggan and the Committee to Enhance
Shareholder Value, filed with the SEC on January 13, 1999.*
32. Letter from Paul J. Duggan and the Committee to Enhance Shareholder Value
to the shareholders of the Company, filed with the SEC on January 13,
1999.*
33. Letter from Paul J. Duggan and the Committee to Enhance Shareholder Value
to the shareholders of the Company, filed with the SEC on January 22,
1999.*
34. Letter from Paul J. Duggan and the Committee to Enhance Shareholder Value
to the shareholders of the Company, filed with the SEC on February 8,
1999.
35. Letter from Paul J. Duggan and the Committee to Enhance Shareholder Value
to the Board of Directors of the Company, filed with the SEC on February
11, 1999.
- -----------------
*Filed as part of the Original 13D.
<PAGE>
CUSIP No. 235906104 Page 19 of 27
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: February 11, 1999
/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
/s/ J. Dennis Huffman
J. Dennis Huffman, an individual
CUSIP No. 235906104 Page 20 of 27
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
J. Dennis Huffman, an individual
CUSIP No. 235906104 Page 21 of 27
EXHIBIT 34
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
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 Section 240.14a-11(c) or Section
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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
CUSIP No. 235906104 Page 22 of 27
Paul J. Duggan
and The Committee to Enhance Shareholder Value
Important Message to
Damen Financial Corporation Stockholders
February 4, 1999
To My Fellow Stockholders:
When I last wrote you on January 22, 1999, Damen Financial stock closed at
$14.75; today it closed at $14.00, down another 5.1%. The stock has fallen 26.3%
from its May 15, 1998 high of $19.00 per share. That is why a change is needed,
and why you should elect the three outside independent directors supported by
our committee.
By now, you have heard from management telling you that Damen had a successful
year and asking you to reelect the current slate of directors. But did they
explain to you why the stock price went down?
Our slate of directors is independent and highly qualified, and we can make a
difference. Our nominees have significant experience with financial institutions
and in financial management. Also, as independent directors--compared to the
current entrenched Board--we would represent a broader group of stockholders,
including you.
Let's take a careful look at our candidates.
Paul J. Duggan:
o Graduated from Loyola University with a major in accounting and passed
the CPA exam in 1974.
o Owned and operated a CPA firm for 23 years.
o Started a financial management firm in 1992 (now known as Jackson
Boulevard Capital Management). Manages a series of hedge funds, venture
capital funds, and real estate development partnerships, with assets of
more than $150,000,000 in 1998. The hedge funds specialize in evaluating
thrift and bank stocks like Damen Financial.
o Jackson Boulevard Equities, the flagship fund, was featured in BARRON'S
and recognized as the sixth best performing fund in 1997 out of over 300
hedge funds.
o A managed account (yielding over 100%) was rated #1 for 1997 in the
United States by the independent Money Managers Verified Rating Service.
o Teaches courses and lectures in numerous seminars, including the
Practicing Law Institute.
Damen claims I am "ill-equipped to serve as a Director." You be the judge.
<PAGE>
CUSIP No. 235906104 Page 23 of 27
Vincent Cainkar:
o Lawyer admitted to practice in the state of Illinois.
o Graduated from St. Louis University in 1971 with a major in chemistry and
biology.
o Attended St. Louis University Law School where he ranked second in his
class, and graduated from DePaul University College of Law with a J.D.,
with honors, in 1974.
o Licensed to practice law in the State of Illinois, the State of Florida
and before the federal courts, including the United States Supreme Court.
o Law practice specializes in municipal corporations, municipal bonds, and
real estate developments.
o Over the past 20 years has acted as bond counsel and written bond
opinions on more than $200,000,000 of municipal bonds.
o General Partner in various real estate partnerships valued in excess of
$10,000,000.
o Advises various financial institutions and currently performs a legal
work for two different Chicago-area banks.
Damen claims Mr. Cainkar is "ill-equipped to serve as a director." You be the
judge.
J. Dennis Huffman:
o Graduate of Depauw University, 1963.
o Served five years as a Captain of the USAF including tours as a pilot in
the Southeast Asian conflict from 1963 through 1968.
o Spent 20 years in the private sector of banking rising to the level of
chief operating officer of Beverly Bank, the largest Bank in the Beverly
Bancorp group. Concurrently held the positions of Senior Vice President
of the Holding Company and a member of the Board of Directors of the lead
bank from 1968 through 1988.
o MBA from Northwestern University's Kellogg School of Management,
consistently one of the top five MBA programs in the nation.
o Joined the Chicago office of the Resolution Trust Corporation (RTC), the
organization created by Congress to resolve the savings and loan crisis
in 1990.
o Served on the staff of the $1.1 billion Olympic Federal Savings and Loan.
o Transferred to Home Federal in Waukegan to serve as Managing Agent for
that Conservatorship ($400 million/5 branches). The Managing Agent takes
the place of the CEO and the Board of Directors, and under his delegated
authority takes all actions necessary to manage the institution,
establish control and oversight, and prepare the institution and its
assets for sale.
<PAGE>
CUSIP No. 235906104 Page 24 of 27
J. Dennis Huffman (continued):
o Served as Chicago Center Sales Coordinator and, in that capacity, was a
voting member for the Senior Credit Committee of the RTC, which approved
all major credits and settlements in the Chicago Region.
o Reconstructed, coordinated and negotiated the sale of United Savings, a
$480 million finance company, to a West Coast buyer.
o Managing Agent from intervention through takeover and sale of Republic
Savings.
o Beginning in 1994, served as Atlanta region SWAT (special workout asset
team) team leader, responsible for overseeing and negotiating settlement
workouts in the largest, most sensitive loan and lease relationships.
Individual SWAT teams carried $100 million in delegated authority to
facilitate settlements.
o In 1995, became an independent trader in the Treasury Bond Pit at the
Chicago Board of Trade. Simultaneously, he and two partners formed and
managed a company dedicated to construction, leasing and property
management.
Damen claims that "this dissident candidate has not been involved in banking for
over nine years." You be the judge.
Contrast our nominees' qualifications with theirs: funeral home director, cement
business operator, and former IRS agent.
It is clear that Management wants you to ignore the facts, and that they are
trying to confuse the issues with misrepresentations and half-truths about the
committee's director nominees. They are hiding their own poor results behind
this flurry of rhetoric.
But the one thing management cannot hide from--and cannot ignore--is the stock
price. Why is it so low? Why, after all the successful thrift conversions in
Chicago like Cragin, Amerifed, Bell Federal and Amity, has Damen done so poorly?
Your board tries to shine the light everywhere but on its own performance. It is
time for the current board to be called to task.
The current board says it has 122 years of experience in directing financial
institutions. Damen has over $228,000,000 in assets, and has been in business in
Chicago since 1916. Yet despite all that supposed talent and financial
institution experience, Damen has only $1,481,606 in commercial loans. It calls
itself a bank, but makes very few commercial loans. Why? It is an indisputable
fact that Mr. Huffman reviewed more commercial loans in a single day at the RTC
than Damen, with all its experience, has managed to place in the last two years.
<PAGE>
CUSIP No. 235906104 Page 25 of 27
Why should we get your vote? It's the stock price! That's why.
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
independent candidates and vote FOR: Paul J. Duggan, Vincent Cainkar and J.
Dennis Huffman.
If you wish to support our director nominees, please sign, date and return the
enclosed BLUE proxy today.
Please do not return management's white card, even if it is to vote against
their nominees.
If you have returned a white proxy card, but wish to support our nominees, you
MUST return a BLUE proxy. Even if you have already returned a white proxy, you
have the right to change your vote by returning a later dated BLUE proxy.
Thank you for your time and attention to this very important matter.
Very truly yours,
Paul J. Duggan and
The Committee to Enhance
Shareholder Value
- --------------------------------------------------------------------------------
A Special Message to Brokerage Firm Customers:
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. 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.
- --------------------------------------------------------------------------------
CUSIP No. 235906104 Page 26 of 27
EXHIBIT 35
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
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 Section 240.14a-11(c) or Section
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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<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
