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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 22, 1999
Damen Financial Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-25484 36-4029638
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 West Higgins Road, Schaumburg, Illinois 60195
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(Address of principal executive offices) (Zip Code)
(847)882-5320
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Registrant's telephone number, including area code
N.A.
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(Former name and address, if changed since last report)
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DAMEN FINANCIAL CORPORATION
FORM 8-K
February 23, 1999
Item 5. Other Events
Damen Financial Corporation ("Damen") announced it entered into an
Agreement and Plan of Merger with MidCity Financial Corporation on February 22,
1999, pursuant to which MidCity Financial Corporation will acquire all of the
issued and outstanding shares of Damen at a cash price of $18.35 per share, and
Damen will merge with a wholly owned subsidiary of MidCity Financial Corporation
(the "Merger").
The Merger has been unanimously approved by Damen's Board of Directors.
In reaching its decision, the Board was advised by its financial advisor, Keefe
Bruyette & Woods, Inc., that the per share acquisition price is fair to the
stockholders of Damen from a financial point of view.
Stockholders of Damen will have an opportunity to vote on the Agreement
and Plan of Merger at a Special Meeting of Stockholders expected to take place
in the second quarter of 1999, after a proxy statement providing more details
about the Merger is prepared and sent to stockholders. In addition, completion
of the Merger is subject to customary conditions, including the receipt of
certain regulatory approvals.
In light of the foregoing, Damen postponed its Annual Meeting of
Stockholders. The Annual Meeting has been rescheduled for 9:30 a.m. on Friday,
March 12, 1999, at the Marriott Hotel, located at 50 North Martingale Road,
Schaumburg, Illinois.
Attached hereto are copies of a press release issued by Damen (Exhibit
99.1), as well as a copy of the Agreement and Plan of Merger (Exhibit 2.1) and a
letter to Damen's stockholders advising them of the Merger (Exhibit 99.2).
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits
2.1 Agreement and Plan of Merger, dated February 22,
1999, by and between Damen Financial Corporation and
MidCity Financial Corporation and a wholly owned
subsidiary of MidCity Financial Corporation.
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99.1 Press release of Damen Financial Corporation, dated
February 23, 1999.
99.2 Letter to Damen stockholders, dated February 23, 1999.
The following Items are not applicable for this Form 8-K:
Item 1. Changes in Control of Registrant
Item 2. Acquisition or Disposition of Assets
Item 3. Bankruptcy or Receivership
Item 4. Changes in Registrant's Certifying Accountant
Item 6. Resignations of Registrant's Directors
Item 8. Change in Fiscal Year
Item 9. Sales of Equity Securities Pursuant to Regulation S
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Damen Financial Corporation
(Registrant)
/s/ Mary Beth Poronsky Stull
Date: February 23, 1999 ---------------------------------------
Mary Beth Poronsky Stull
President
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