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>
PAUL J. DUGGAN
AND THE COMMITTEE TO ENHANCE SHAREHOLDER VALUE
AN EXTREMELY IMPORTANT MESSAGE TO
DAMEN FINANCIAL CORPORATION STOCKHOLDERS
February 25, 1999
To My Fellow Stockholders:
This week, Damen Financial announced it has entered into an Agreement with
MidCity Financial Corporation under which MidCity will acquire all the
outstanding shares of Damen and cause Damen to merge with a wholly owned
subsidiary of MidCity. Damen also changed the annual meeting date to March 12,
1999.
It is clear to us that our slate of director nominees has ALREADY MADE A
DIFFERENCE for Damen's shareholders. We believe that our efforts are at least
partially responsible for management's decision to sell the company. DO YOU
THINK MANAGEMENT WOULD HAVE ENTERED INTO A DEAL TO SELL THE COMPANY IF WE HAD
NOT BEEN PUSHING THEM TO TAKE ACTION SINCE 1997? We believe you will do better
in any sale of Damen if our slate of independent directors is there to make sure
that this transaction is the best possible deal for ALL shareholders. If
elected, we pledge to review and complete the MidCity transaction or, if
possible, seek to create an auction to achieve an even better offer for Damen.
THIS PROXY FIGHT IS NOT OVER. Do not be swayed by anything management may try to
tell you in its next letter. Let us finish the job we started .... AND FIGHT FOR
THE BEST POSSIBLE PRICE FOR ALL DAMEN SHAREHOLDERS. By the way, management will
receive over $1,450,000 in severance payments if this deal goes through.
This is the key question you should consider: who do YOU trust to finish the job
of getting the best possible price for Damen? If you agree that the answer is
our slate of independent director nominees, you owe it to yourself to support
our candidates and vote FOR Paul J. Duggan, Vincent Cainkar and J. Dennis
Huffman.
If you want to vote for our director nominees--and we urge that you
do--please sign, date and return the enclosed BLUE proxy today. IF THE LAST
PROXY YOU RETURNED WAS A BLUE PROXY, YOU NEED NOT RETURN THE ENCLOSED PROXY
CARD.
Thank you for your time and attention to this very important matter.
Very truly yours,
/S/Paul J. Duggan
Paul J. Duggan and
The Committee to Enhance Shareholder
Value
<PAGE>
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.
