CUSIP No. 235906104 Page 1 of 26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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)
January 25, 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 26
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 26
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 26
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 26
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 26
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 26
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 26
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 26
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
<PAGE>
CUSIP No. 235906104 Page 10 of 26
This is Amendment No. 12 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 26
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 26
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 26
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 26
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 26
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.
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 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
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CUSIP No. 235906104 Page 16 of 26
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) The following purchases of the Common Stock are the only
transactions in the Common Stock made by J. Dennis Huffman during the past sixty
days, all of which were made in open market purchases on the Nasdaq National
Market System:
- -------- --------------------------------------------------- -------------------
DATE NUMBER OF SHARES COST PER SHARE
- -------- --------------------------------------------------- -------------------
12/3/98 1,000 $14 3/4
- -------- --------------------------------------------------- -------------------
12/3/98 1,000 $15
- -------- --------------------------------------------------- -------------------
The following purchase of the Common Stock is the only transactions in
the Common Stock made by Jackson Equities during the past sixty days, which
purchase was made from Jackson Offshore at a market-determined price:
- ------- --------------------------------------------------- --------------------
DATE NUMBER OF SHARES COST PER SHARE
- ------- --------------------------------------------------- --------------------
12/2/98 4,000 $14 1/2
- ------- --------------------------------------------------- --------------------
<PAGE>
CUSIP No. 235906104 Page 17 of 26
The following purchase of the Common Stock is the only transactions in
the Common Stock made by Jackson Investments during the past sixty days, which
purchase was made from Jackson Offshore at a market-determined price:
- ------- --------------------------------------------------- -------------------
DATE NUMBER OF SHARES COST PER SHARE
- ------- --------------------------------------------------- -------------------
12/2/98 4,000 $14 1/2
- ------- --------------------------------------------------- -------------------
The following sales of the Common Stock are the only transactions in
the Common Stock made by Jackson Offshore during the past sixty days:
- ------- --------------------------------------------------- --------------------
DATE NUMBER OF SHARES COST PER SHARE
- ------- --------------------------------------------------- --------------------
12/2/98 23,800 $14 1/2
- ------- --------------------------------------------------- --------------------
12/2/98 4,000 $14 1/2
- ------- --------------------------------------------------- --------------------
12/2/98 2,000 $14 1/2
- ------- --------------------------------------------------- --------------------
The first of the transactions by Jackson Offshore listed above was
made in open market sales on the Nasdaq National Market System. The second
transaction listed above was a sale made to Jackson Equities at a
market-determined price. The third transaction listed above was a sale made to
Jackson Investments at a market-determined price.
Except as set forth below, the following sale of the Common Stock is
the only transaction in the Common Stock made by Paul J. Duggan during the past
sixty days, which sale was made in open market sales on the Nasdaq National
Market System:
- ------- --------------------------------------------------- --------------------
DATE NUMBER OF SHARES COST PER SHARE
- ------- --------------------------------------------------- --------------------
12/2/98 72,000 $14 1/2
- ------- --------------------------------------------------- --------------------
Mr. Duggan also transferred 174,000 shares of the Common Stock held in
his own name to Jackson Partners on December 2, 1998. No consideration was paid
by Jackson Partners in this transaction.
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.*
<PAGE>
CUSIP No. 235906104 Page 18 of 26
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.*
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.*
<PAGE>
CUSIP No. 235906104 Page 19 of 26
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.
- -----------------
*Filed as part of the Original 13D.
<PAGE>
CUSIP No. 235906104 Page 20 of 26
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: January 28, 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 21 of 26
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 22 of 26
EXHIBIT 33
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 ' 240.14a-11(c)
or ' 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 23 of 26
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
municipal bonds - Cainkar Revenue 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. (1)
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!
- ----------------------
(1) 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>
CUSIP No. 235906104 Page 24 of 26
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
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.
<PAGE>
CUSIP No. 235906104 Page 25 of 26
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
- --------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 235906104 Page 26 of 26
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 |_| WITHHOLD authority to vote
(except as marked to the contrary below) 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.
|_| AGAINST |_| FOR |_| 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.
