[WHG Bancshares Corporation Letterhead]
December 20, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of WHG Bancshares
Corporation, (the "Company"), I cordially invite you to attend the Annual
Meeting of Stockholders to be held at the Holiday Inn, 2004 Greenspring Drive,
Timonium, Maryland, on January 21, 1997, at 10:00 a.m. The attached Notice of
Annual Meeting and Proxy Statement describe the formal business to be transacted
at the Annual Meeting. During the Annual Meeting, the Chairman of the Board will
report on the operations of the Company. Directors and officers of the Company,
as well as a representative of Anderson Associates, LLP, certified public
accountants, will be present to respond to any questions stockholders may have.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND DATE
THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE.
This will not prevent you from voting in person at the Annual Meeting, but will
assure that your vote is counted if you are unable to attend the Annual Meeting.
YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/ Peggy J. Stewart
Peggy J. Stewart
President and Chief Executive Officer
<PAGE>
WHG BANCSHARES CORPORATION
1505 YORK ROAD
LUTHERVILLE, MARYLAND 21093
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on January 21, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of WHG Bancshares Corporation ("the Company"), will be held at the Holiday Inn,
2004 Greenspring Drive, Timonium, Maryland, on January 21, 1997, at 10:00 a.m.
The Meeting is for the purpose of considering and acting upon the following
matters:
1. The election of directors of the Company.
2. Such other matters as may properly come before the Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business to come before
the Meeting. Any action may be taken on the foregoing proposals at the Meeting
on the date specified above or on any date or dates to which, by original or
later adjournment, the Meeting may be adjourned. Stockholders of record at the
close of business on December 6, 1996 are the stockholders entitled to vote at
the Meeting and any adjournments thereof.
EACH STOCKHOLDER, WHETHER OR NOT HE PLANS TO ATTEND THE MEETING, IS REQUESTED TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE REVOKED BY
FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED
PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING MAY REVOKE
HIS PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING.
HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN
NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE
PERSONALLY AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Diana L. Rohrback
Diana L. Rohrback
Corporate Secretary
Lutherville, Maryland
December 20, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
<PAGE>
PROXY STATEMENT
OF
WHG BANCSHARES CORPORATION
1505 YORK ROAD
LUTHERVILLE, MARYLAND 21093
ANNUAL MEETING OF STOCKHOLDERS
January 21, 1997
General
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of WHG Bancshares Corporation (the "Company")
to be used at the Annual Meeting of Stockholders of the Company which will be
held at the Holiday Inn, 2004 Greenspring Drive, Timonium, Maryland, on January
21, 1997, 10:00 a.m. local time (the "Meeting"). The accompanying Notice of
Annual Meeting of Stockholders and this Proxy Statement are being first mailed
to stockholders on or about December 20, 1996. The Company acquired all of the
outstanding stock of the Bank issued in connection with the completion of the
Bank's mutual-to-stock conversion on March 29, 1996 (the "Conversion").
At the Meeting, stockholders will consider and vote upon (i) the election
of directors, and (ii) such other matters as may properly come before the
Meeting or any adjournments thereof. The Board of Directors of the Company (the
"Board" or the "Board of Directors") knows of no additional matters that will be
presented for consideration at the Meeting. Execution of a proxy, however,
confers on the designated proxy holder discretionary authority to vote the
shares represented by such proxy in accordance with their best judgment on such
other business, if any, that may properly come before the Meeting or any
adjournment thereof.
Voting and Revocability of Proxies
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted "FOR" the nominees for directors set
forth below. The proxy confers discretionary authority on the persons named
therein to vote with respect to the election of any person as a director where
the nominee is unable to serve, or for good cause will not serve, and matters
incident to the conduct of the Meeting.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on December 6, 1996
(the "Record Date"), are entitled to one vote for each share of common stock of
the Company (the "Common Stock") then held. As of the Record Date, the Company
had 1,620,062 shares of Common Stock issued and outstanding.
The articles of incorporation of the Company ("Articles of Incorporation")
provide that in no event shall any record owner of any outstanding Common Stock
which is beneficially owned, directly or
<PAGE>
indirectly, by a person who beneficially owns in excess of 10% of the then
outstanding shares of Common Stock (the "Limit") be entitled or permitted to any
vote with respect to the shares held in excess of the Limit. Beneficial
ownership is determined pursuant to the definition in the Articles of
Incorporation and includes shares beneficially owned by such person or any of
his or her affiliates (as such terms are defined in the Articles of
Incorporation), or which such person or any of his or her affiliates has the
right to acquire upon the exercise of conversion rights or options and shares as
to which such person or any of his or her affiliates or associates have or share
investment or voting power, but neither any employee stock ownership or similar
plan of the Company or any subsidiary, nor any trustee with respect thereto or
any affiliate of such trustee (solely by reason of such capacity of such
trustee), shall be deemed, for purposes of the Articles of Incorporation, to
beneficially own any Common Stock held under any such plan.
The presence in person or by proxy of at least one-third of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non-Votes") will be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominees proposed by the
Board, or to withhold authority to vote for the nominees being proposed.
Directors are elected by a plurality of votes of the shares present in person or
represented by proxy at a meeting and entitled to vote in the election of
directors.
Persons and groups owning in excess of 5% of the Common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"). The following table sets
forth, as of the Record Date, persons or groups who own more than 5% of the
Common Stock and the ownership of all executive officers and directors of the
Company as a group. Other than as noted below, management knows of no person or
group that owns more than 5% of the outstanding shares of Common Stock at the
Record Date.
<TABLE>
<CAPTION>
Percent of Shares
Amount and Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------- -------------------- -----------------
Heritage Savings Bank, F.S.B.
Employee Stock Ownership Plan and Trust ("ESOP")
1505 York Road
<S> <C> <C>
Lutherville, Maryland 21093 (1) 129,604 8.0%
Jerome H. Davis and Susan B. Davis
200 Park Avenue, #4515
New York, NY 10166 (2) 161,133 9.9%
All directors and officers of the Company as a group (14
persons) (3) 147,050 9.1%
</TABLE>
- -------------------------------------
(1) The ESOP purchased such shares for the exclusive benefit of plan
participants with funds borrowed from the Company. These shares are held
in a suspense account and will be allocated
-2-
<PAGE>
among ESOP participants annually on the basis of compensation as the ESOP
debt is repaid. The Board of Directors has appointed a committee
consisting of the Compensation and Benefits Committee of the Bank
comprised of non-employee directors Chase, Davis, Lauterbach, Francis and
Muhly to serve as the ESOP administrative committee ("ESOP Committee") and
to serve as the ESOP trustees ("ESOP Trustee"). The ESOP Committee or the
Board instructs the ESOP Trustee regarding investment of ESOP plan assets.
The ESOP Trustee must vote all shares allocated to participant accounts
under the ESOP as directed by participants. Unallocated shares and shares
for which no timely voting direction is received, will be voted by the
ESOP Trustee as directed by the ESOP Committee. As of the Voting Record
Date, 4,320 shares have been allocated under the ESOP to participant
accounts.
(2) Based upon an amended Schedule 13D filed with the Securities and Exchange
Commission, dated April 17, 1996, for which shared voting and dispositive
power is shown with respect to 161,133 shares.
(3) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole voting and investment power,
unless otherwise indicated. Subsequent to the end of the 1996 fiscal year,
a stock option plan and management stock bonus plan were adopted. Because
no shares or options under these plans are exercisable within 60 days of
the Record Date, none are included. Excludes 127,229 shares (129,604
shares minus 2,375 shares allocated to executive officers) held by the
ESOP over which certain directors, as trustees to the ESOP, exercise
shared voting and investment power. Such individuals disclaim beneficial
ownership with respect to such shares held by the ESOP.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4 and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4 and 5 to the Company. The Company is not aware of any
beneficial owner of more than ten percent of its Common Stock. Based upon a
review of the copies of the forms furnished to the Company, or written
representations from certain reporting persons that no Forms 5 were required,
the Company believes that all Section 16(a) filing requirements applicable to
its officers and directors were complied with during the 1996 fiscal year.
I - INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, DIRECTORS
CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
Election of Directors
The Articles of Incorporation require that the Board of Directors be
divided into three classes, each of which contains approximately one-third of
the members of the Board. The directors are elected by the stockholders of the
Company for staggered three-year terms, or until their successors are elected
and qualified. Pursuant to the Articles of Incorporation, at the first Annual
Meeting of Stockholders, all directors must be elected by the stockholders.
Stockholders will elect a class of directors to serve for a one year term, a
second class of directors to serve for a two year term, and a third class of
directors to serve for a three year term or until their successors have been
elected and qualified. The Board of Directors currently consists of ten members
and all such members have been nominated by the Board.
-3-
<PAGE>
It is intended that the persons named in the proxies solicited by the
Board will vote for the election of the named nominees. If any of the nominees
are unable to serve, the shares represented by all valid proxies will be voted
for the election of such substitute as the Board of Directors may recommend or
the size of the Board may be reduced to eliminate the vacancy. At this time, the
Board knows of no reason why the nominees might be unavailable to serve.
The following table sets forth information with respect to the nominees,
their name, age, the year they first became a director of the Company or the
Bank, the expiration date of their current term as a director, and the number
and percentage of shares of the Common Stock beneficially owned. Each director
of the Company is also a member of the Board of Directors of the Bank.
Beneficial ownership of executive officers and directors of the Company, as a
group, is shown under "Voting Securities and Principal Holders Thereof."
-4-
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Current Beneficially
Year First Term Owned as of
Elected or to December 6, Percent
Name and Title Age(1) Appointed(2) Expire 1996 (3)(4)(5) Owned
- -------------- ------ ------------ ------- --------------- ------
BOARD NOMINEES FOR TERM TO EXPIRE IN 1998
<S> <C> <C> <C> <C> <C>
Herbert A. Davis 71 1953 1997 10,000(6) -- (7)
Director
D. Edward Lauterbach, Jr. 72 1970 1997 10,000(6) -- (7)
Director
August J. Seifert 79 1981 1997 2,600 -- (7)
Director
Herbert W. Spath 76 1976 1997 25,000 1.5%
Director
BOARD NOMINEES FOR TERM TO EXPIRE IN 1999
Philip W. Chase, Jr. 78 1947 1997 13,000(6) -- (7)
Director
Edwin C. Muhly, Jr. 66 1976 1997 10,500(6) -- (7)
Director
Peggy J. Stewart 60 1982 1997 25,715 1.5%
President, Chief Executive Officer
and Director
BOARD NOMINEES FOR TERM TO EXPIRE IN 2000
Urban P. Francis, Jr. 70 1981 1997 15,300(6) -- (7)
Director
John E. Lufburrow 71 1966 1997 10,458 -- (7)
Chairman of the Board
Hugh P. McCormick 76 1947 1997 20,000 1.2%
Director
</TABLE>
- --------------------------------
(1) At September 30, 1996.
(2) Refers to the year the individual first became a director of the Company or
the Bank.
(3) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust, and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting and investment
power, unless otherwise indicated.
(4) Includes no stock options issued pursuant to the 1996 Stock Option Plan.
(5) Includes no shares of Common Stock issued under the MSBP.
(6) Excludes 129,604 unallocated shares of Common Stock held under the ESOP for
which such individual serves as either a member of the ESOP Committee or as
an ESOP Trustee. Such individual disclaims beneficial ownership with
respect to shares held in a fiduciary capacity. The ESOP purchased such
shares for the exclusive benefit of ESOP participants with funds borrowed
from the Company. These shares are held in a suspense account and will be
allocated among ESOP participants annually on the basis of
-5-
<PAGE>
compensation as the ESOP debt is repaid. The Board of Directors has
appointed Messrs. Chase, Davis, Lauterbach, Francis and Muhly to serve on
the ESOP Committee and to serve as ESOP Trustees. The ESOP Committee or
the Board instructs the ESOP Trustee regarding investment of ESOP plan
assets. The ESOP Trustees must vote all shares allocated to participant
accounts under the ESOP as directed by ESOP participants. Unallocated
shares and shares for which no timely voting direction is received will be
voted by the ESOP Trustees as directed by the ESOP Committee. As of the
Voting Record Date, 4,320 shares have been allocated under the ESOP to
participant accounts.
(7) Less than 1.0%.
Executive Officers of the Company
The following individuals hold the executive offices in the Company set
forth below opposite their names.
Name Age (1) Positions Held With the Company
- ---- ------- -------------------------------
Peggy J. Stewart 60 President, Chief Executive Officer and Director
Robin L. Taylor 36 Controller
Diana L. Rohrback 44 Vice President and Corporate Secretary
Nicholas C. Tracht 49 Vice President and Security Officer
Harry E. Finck 65 Vice President
- ---------------------
(1) At September 30, 1996.
Biographical Information
Set forth below is certain information with respect to the directors,
including director nominees and executive officers of the Company. All directors
of the Bank in December 1995 became directors of the Company at that time.
Executive Officers receive compensation from the Bank. See "-- Executive
Compensation." All directors and executive officers have held their present
positions for five years unless otherwise stated.
Philip W. Chase, Jr. has served as a director of the Bank since 1947. Mr.
Chase is the majority shareholder of Chase, Fitzgerald & Co., Inc., a real
estate brokerage firm. From 1980 to 1995, he was the Chairman of the Board of
Chase, Fitzgerald & Co., Inc., and he also served as President from 1967 to
1980. Mr. Chase serves on the Board of Directors of Chimes, Inc. and the
Baltimore Association of Retarded Citizens.
Herbert A. Davis has served as a director of the Bank since 1954. Mr. Davis
is the President/Owner of Herbert Davis Associates, a real estate brokerage and
development firm. He serves as Trustee Emeritus of Harbor Health Corporation and
is a Trustee of the Baltimore County Library Foundation. Mr. Davis serves on the
Board of Directors of the Maryland Association of Realtors. Mr. Davis and Mr.
McCormick are first cousins.
Harry E. Finck has been employed by the Bank for 23 years. He serves as
Vice President and a Compliance Officer.
-6-
<PAGE>
Urban P. Francis, Jr. has been a director of the Bank since 1981. He
retired from Urban Francis Inc., an electrical contracting company in 1994 and
is currently the majority stockholder.
D. Edward Lauterbach, Jr. has been a director of the Bank since 1970. Mr.
Lauterbach served as President of H.U. Dove & Co., Inc., an insurance company,
from which he retired in 1991. He continues to be a consultant to H.U. Dove &
Co., Inc.
John E. Lufburrow joined the Bank in 1950, has been a director of the Bank
since 1966 and currently serves as Chairman of the Board. Mr. Lufburrow preceded
Ms. Stewart as President and Chief Executive Officer of the Bank.
Hugh P. McCormick has been a director of the Bank since 1947. He retired in
1982 from McCormick & Co., Inc., a manufacturer and importer of spices and
flavorings. Prior to retirement, Mr. McCormick served as the Corporate Assistant
Secretary and the Director of a division of McCormick & Co., Inc. He also served
as President of a subsidiary of McCormick & Co., Inc. of Baltimore County. Mr.
McCormick and Mr. Davis are first cousins.
Edwin C. Muhly, Jr. has served as a director of the Bank since 1976. Mr.
Muhly retired in 1992 as President and Chief Executive Officer of Muhly's
Bakery, a retail bakery of which he held the majority stockholder interest.
Diana L. Rohrback has been employed by the Bank for 27 years and has served
as an officer of the Bank for the past three years. She is a Vice President and
the Corporate Secretary for the Bank and has served as a branch manager.
August J. Seifert has served as a director of the Bank since 1981. He holds
a one-third partnership interest, and serves as Chairman of the Board of
Seifert's Florist Inc.
Herbert W. Spath has been a director of the Bank since 1976. Mr. Spath was
retained by the Bank as an advisor from January 1994 to December 1994 and served
as the Bank's Treasurer from 1991 to 1993. Prior to 1991, Mr. Spath served as
Executive Vice President and Treasurer of the Bank. Previously, Mr. Spath was
President of Hallmark Savings and Loan Association from 1962 to 1976.
Peggy J. Stewart was appointed Chief Executive Officer of the Bank in 1995
and has served as President since 1994. Ms. Stewart served as Senior Vice
President and Corporate Secretary of the Bank from 1981 to 1994. Ms. Stewart
also served as Treasurer of the Bank and was appointed to the Bank's Board of
Directors in 1982. She has been employed by the Bank since 1953.
Robin L. Taylor has been an officer of the Bank since 1990 and has been
employed by the Bank for 18 years. Ms. Taylor is a certified public accountant
and currently serves as the Controller for the Bank.
Nicholas C. Tracht has been in the employ of the Bank for 28 years and has
been an officer since 1985. Currently, he is a Vice President of the Bank and
also serves as the Security Officer and is a Compliance Officer.
-7-
<PAGE>
Nominations for Director
Pursuant to Article II, Section 15 of the Company's Bylaws, nominations,
other than those made by or at the direction of the Board of Directors, shall be
made pursuant to a notice in writing to the Secretary of the Company that is
delivered to, or mailed and received at, the principal executive offices of the
Company not less than 60 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders of the Company; provided, however, that
with respect to the first scheduled annual meeting, notice by the stockholder
must be so delivered or received no later than the close of business on the
tenth day following the day on which notice of the date of the scheduled meeting
must be delivered or received no later than the close of business on the fifth
day preceding the date of the meeting.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director and
as to the stockholder giving the notice (i) the name, age, business address, and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of Common Stock which are
beneficially owned by such person on the date of such stockholder notice, and
(iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies with respect to nominees for election as
directors; and (b) as to the stockholder giving the notice (i) the name and
address, as they appear on the Company's books, of such stockholder and any
other stockholders known by such stockholder to be supporting such nominees and
(ii) the class and number of shares of Common Stock which are beneficially owned
by such stockholder on the date of such stockholder notice and, to the extent
known, by any other stockholders known by such stockholder to be supporting such
nominees on the date of such stockholder notice. At the request of the Board of
Directors, any person nominated by, or at the direction of, the Board for
election as a director at an annual meeting shall furnish to the Secretary of
the Company that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee.
The Board of Directors may reject any nomination by a stockholder not made
in accordance with the requirements of the Bylaws. If the presiding officer at
the meeting determines that a nomination was not made in accordance with the
terms of the Bylaws, he shall so declare at the annual meeting and the defective
nomination shall be disregarded.
Meetings and Committees of the Board of Directors
The Board of Directors of the Company conducts its business through
meetings of the Board. The Board of Directors of the Company did not have
committees during the fiscal year ended September 30, 1996, but the committees
of the Bank's Board of Directors acted as committees for both the Company and
the Bank. During the fiscal year ended September 30, 1996, the Board of
Directors held 13 regular meetings and four special meetings. No director
attended fewer than 75% of the total meetings of the Boards of Directors and
committees during the time such director served during the fiscal year ended
September 30, 1996.
The Company's full Board of Directors acts as a nominating committee
("Nominating Committee") for selecting the management's nominees for election of
directors in accordance with the Company's Bylaws. This non-standing committee
met one time during the 1996 fiscal year.
-8-
<PAGE>
The Company does not have a standing Audit Committee. The entire Board of
Directors regularly reviews the financial statements of the Company. In
addition, the Board of Directors meets annually with the Company's independent
accountants to review audit matters. The Board of Directors met one time during
the 1996 fiscal year with the independent accountants for this purpose.
The Compensation and Benefits Committee is comprised of non-employee
Directors, Chase, Davis, Lauterbach, Francis and Muhly. This standing committee
establishes the Bank's salary budget, director and committee member fees, and
employee benefits provided by the Bank for approval by the Board of Directors.
The Committee met three times during the 1996 fiscal year.
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
Director Compensation
In the fiscal year ended 1996, each non-employee Director and the Chairmen
of the Board of Directors of the Bank received a monthly fee of $700, regardless
of attendance, and $300 for each meeting attended. Each member of the
Compensation and Benefits Committee received an additional $300 for attendance
at each meeting attended. Each non-employee director who is a member of the Loan
Committee is each paid $50 for the first loan reviewed and $25 for each
additional loan reviewed. For the fiscal year ended September 30, 1996, total
fees paid by the Bank to Directors were $130,900.
Subsequent to the end of the 1996 fiscal year, directors received awards
of stock options and restricted stock under the 1996 Stock Option Plan and the
Management Stock Bonus Plan.
Executive Officer Compensation
The Company has no full time employees, but relies on the employees of the
Bank for the limited services required by the Company. All compensation paid to
officers and employees is paid by the Bank.
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the chief executive officer. No
other executive officer of either the Bank or the Company had a salary and bonus
during the years ended September 30, 1996, and 1995 that exceeded $100,000 for
services rendered in all capacities to the Bank or the Company.
-9-
<PAGE>
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
----------------------------------- -------------------------
Securities
Restricted Underlying All
Name and Fiscal Other Annual Stock Options/SARs Other
Principal Position Year Salary Bonus(1) Compensation(2) Award($) (#) Compensation (3)
- ------------------ ----- ------ -------- --------------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Peggy J. Stewart 1996 $105,000 $10,000 -- -- -- $ 7,953
President and
Chief Executive 1995 95,000 3,269 -- -- -- --
Officer
</TABLE>
- ----------------------------------
(1) Payment under the Incentive Bonus Plan.
(2) Aggregate value does not exceed the lesser of $50,000 or 10% of the named
executive officer's total salary and bonuses for the year; (b) payments of
above-market preferential earnings on deferred compensation; (c) payments
of earnings with respect to long term incentive plans prior to settlement
or maturity; (d) tax payment reimbursements; or (e) preferential discounts
on stock.
(3) For fiscal year 1996, represents an allocation of 714.87 shares of Common
Stock under the ESOP (based upon the closing price of the Common Stock of
$11.125 on September 30, 1996).
Employment and Severance Agreements. The Bank entered into an employment
agreement with Peggy J. Stewart, President and Chief Executive Officer of the
Bank ("Agreement"). The Agreement has a three year term. Ms. Stewart's base
compensation under the Agreement is $95,000. Under the Agreement, Ms. Stewart's
employment may be terminated by the Bank for "just cause" as defined in the
Agreement. If the Bank terminates Ms. Stewart without just cause, Ms. Stewart
will be entitled to a continuation of her salary from the date of termination
through the remaining term of the Agreement. In the event of the termination of
employment in connection with any change in control of the Bank during the term
of the Agreement, Ms. Stewart will be paid in a lump sum an amount equal to 2.99
times the five year average of her annual compensation. In the event of a change
in control at September 30, 1996, Ms. Stewart would have been entitled to a lump
sum payment of approximately $286,000.
Pension Plan. The Bank maintains a pension plan for the benefit of its
employees (the "Pension Plan"). Any employee who became an employee before
August 1, 1993 is eligible to participate in the Pension Plan on the first day
of the month coinciding with or next following his or her first day of
employment with the Bank. Any employee who became an employee after July 31,
1993 is eligible to participate on the August 1 or February 1 coinciding with or
next following his or her completion of one year of eligible service. A
qualifying employee becomes fully vested in the Pension Plan upon completion of
three years of service or when the normal retirement age of 65 is attained. The
Pension Plan is intended to comply with the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
The Pension Plan provides for monthly payments or a lump sum payment to
each participating employee at normal retirement age. The maximum annual benefit
payable to a participant under the Pension Plan shall not exceed the lesser of
$120,000 or 100% of the participants average annual compensation during the
three consecutive calendar years when total compensation paid to him or her was
the highest. The Pension Plan also provides for payments in the event of
disability or death. At
-10-
<PAGE>
September 30, 1996, Ms. Stewart, President and CEO, had 43 years of credited
service under the Pension Plan. Pension expense for the 1996 and 1995 fiscal
years was $37,694 and $19,102, respectively.
The following table shows the estimated annual benefits payable under the
Pension Plan based on the respective employee's years of benefit service and
applicable average annual salary, as calculated on the basis of single life
annuity amounts under the Pension Plan. Benefits under the Pension Plan are not
subject to offset for Social Security benefits.
Years of Benefit Service
----------------------------------------------------------
15 20 25 30 35
--------- ------------ -------- ------------ ---------
$ 20,000............ $1,950 $ 2,600 $ 3,250 $ 3,900 $ 4,500
$ 40,000............ 5,209 6,946 8,682 10,419 12,155
$ 60,000............ 9,019 12,026 15,032 18,039 21,045
$ 80,000............ 12,829 17,106 21,382 25,659 29,935
$100,000............ 16,639 22,186 27,732 33,279 38,825
$120,000............ 20,449 27,266 34,082 40,899 47,715
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Related Transactions
No directors, executive officers, or immediate family members of such
individuals were engaged in transactions with the Company involving more than
$60,000 during the year ended September 30, 1996.
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. The loans
have been made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with the Bank's other customers, and do not involve
more than the normal risk of collectibility, or present other unfavorable
features.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described in this Proxy Statement. However, if
any other matters should properly come before the Meeting, it is intended that
proxies in the accompanying form will be voted in respect thereof in accordance
with the judgment of the persons named in the accompanying proxy.
-11-
<PAGE>
MISCELLANEOUS
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's Annual Report to Stockholders for the year ended September
30, 1996, including financial statements, will be mailed to all stockholders of
record as of the close of business on December 6, 1996. Any stockholder who has
not received a copy of such Annual Report may obtain a copy by writing to the
Secretary of the Company. Such Annual Report is not to be treated as a part of
the proxy solicitation material or as having been incorporated herein by
reference.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at
1505 York Road, Lutherville, Maryland 21093, no later than August 14, 1997. Any
such proposals shall be subject to the requirements of the proxy rules adopted
under the 1934 Act.
FORM 10-KSB
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1996 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, WHG BANCSHARES CORPORATION,
1505 YORK ROAD, LUTHERVILLE, MARYLAND 21093.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Diana L. Rohrback
Diana L. Rohrback
Corporate Secretary
Lutherville, Maryland
December 20, 1996
-12-
<PAGE>
Annex A
WHG BANCSHARES CORPORATION
1505 YORK ROAD
LUTHERVILLE, MARYLAND 21093
ANNUAL MEETING OF STOCKHOLDERS
January 21, 1997
The undersigned hereby appoints the Board of Directors of WHG Bancshares
Corporation (the "Company"), or its designee, with full powers of substitution,
to act as attorneys and proxies for the undersigned, to vote all shares of
Common Stock of the Company which the undersigned is entitled to vote at the
Annual Meeting of Stockholders (the "Meeting"), to be held at the Holiday Inn,
2004 Greenspring Drive, Timonium, Maryland on January 21, 1997, at 10:00 a.m.
and at any and all adjournments thereof, in the following manner:
FOR WITHHELD
1. The election as directors of the nominees
listed below with terms to expire during
the year listed (except as marked below
to the contrary): |_| |_|
Herbert A. Davis (1998)
D. Edward Lauterbach, Jr. (1998)
August J. Seifert (1998)
Herbert W. Spath (1998)
Philip W. Chase, Jr. (1999)
Edwin C. Muhly, Jr. (1999)
Peggy J. Stewart (1999)
John E. Lufburrow (2000)
Hugh P. McCormick (2000)
Urban P. Francis, Jr. (2000)
(Instruction: To withhold authority to vote
for any individual nominee, write that nominee's name
on the space provided below)
The Board of Directors recommends a vote "FOR" the above listed
proposition.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITION STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or at
any adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by written notification to the Secretary of the Company of his or
her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated December 20, 1996 and the 1996 Annual Report.
Dated: , 199
--------------------------- -----
______________________________ __________________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
______________________________ __________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
<PAGE>
Annex B SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a 6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
WHG Bancshares Corporation
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------
(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)(1) 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:
