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
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[WHG Bancshares Corporation Letterhead]
December 17, 1999
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 Tuesday, January 18, 2000, 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 will be present to respond to any questions stockholders may have.
You will be asked to vote on the election of three directors for a
three-year term. The Board of Directors unanimously recommends a vote "FOR" the
election of the nominees for director described in the accompanying notice of
annual meeting and proxy statement.
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>
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WHG BANCSHARES CORPORATION
1505 YORK ROAD
LUTHERVILLE, MARYLAND 21093
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 18, 2000
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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 Tuesday, January 18, 2000, at
10:00 a.m.
The Meeting is for the purpose of considering and acting upon the following
matter:
1. To elect three directors
all as set forth in the proxy statement accompanying this notice, and to
transact such other business as may properly come before the meeting and any
adjournments. The Board of Directors has set the close of business on December
3, 1999 as the record date for the determination of stockholders who are
entitled to notice of, and to vote at, the Meeting.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. WE ENCOURAGE YOU TO VOTE BY PROXY SO THAT YOUR SHARES WILL BE REPRESENTED
AND VOTED AT THE MEETING EVEN IF YOU CANNOT ATTEND. ALL STOCKHOLDERS OF RECORD
CAN VOTE BY WRITTEN PROXY CARD. AND, OF COURSE, YOU MAY VOTE IN PERSON AT THE
MEETING IF YOU SO CHOOSE.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Diana L. Rohrback
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Diana L. Rohrback
Corporate Secretary
Lutherville, Maryland
December 17, 1999
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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.
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<PAGE>
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PROXY STATEMENT
OF
WHG BANCSHARES CORPORATION
1505 YORK ROAD
LUTHERVILLE, MARYLAND 21093
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 18, 2000
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This proxy statement and the accompanying proxy card are being mailed
to stockholders of WHG Bancshares Corporation (the "Company") commencing on or
about December 17, 1999 in connection with the solicitation by the Company's
Board of Directors of proxies to be used at the annual meeting of stockholders
(the "Meeting") to be held at the Holiday Inn, 2004 Greenspring Drive, Timonium,
Maryland, on Tuesday, January 18, 2000, at 10:00 a.m.
All properly executed written proxies that are delivered pursuant to
this proxy statement will be voted on all matters that properly come before the
Meeting for a vote. If your signed proxy specifies instructions with respect to
matters being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are specified, your shares will be voted (a)
FOR the election of directors named in Proposal 1, and (b) in the discretion of
the proxy holders, as to any other matters that may properly come before the
Meeting. Your proxy may be revoked at any time prior to being voted by: (i)
filing with the Corporate Secretary of the Company (Diana L. Rohrback, at 1505
York Road, Lutherville, Maryland 21093) written notice of such revocation, (ii)
submitting a duly executed proxy bearing a later date, or (iii) attending the
Meeting and giving the Secretary notice of your intention to vote in person.
WHETHER OR NOT YOU ATTEND THE MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOU ARE ASKED TO VOTE
PROMPTLY BY SIGNING AND RETURNING THE ACCOMPANYING PROXY CARD. SHARES CAN BE
VOTED AT THE MEETING ONLY IF YOU ARE REPRESENTED BY PROXY OR ARE PRESENT IN
PERSON.
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VOTING STOCK AND VOTE REQUIRED
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The Board of Directors has fixed the close of business on December 3,
1999 as the record date for the determination of stockholders who are entitled
to notice of, and to vote at, the Meeting. On the record date, there were
1,285,609 shares of the Company common stock outstanding (the "Common Stock").
Each stockholder of record on the record date is entitled to one vote for each
share held.
The Articles of Incorporation of the Company ("Articles of
Incorporation") provides that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or 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
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<PAGE>
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 not 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, as set forth in Proposal I, 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.
Unless otherwise required by law, all other matters shall be determined
by a majority of votes cast affirmatively or negatively without regard to (a)
Broker Non-Votes or (b) proxies marked "ABSTAIN" as to that matter.
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PRINCIPAL HOLDERS
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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 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>
Amount and Percent of Shares
Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding (%)
- ------------------------------------ -------------------- ---------------
<S> <C> <C>
Heritage Savings Bank, F.S.B.
Employee Stock Ownership Plan and Trust ("ESOP")
1505 York Road
Lutherville, Maryland 21093 158,884 (1) 12.4
Peggy J. Stewart
1505 York Road
Lutherville, Maryland 21093 72,482 (2) 5.5
All directors and officers of the Company as a group
(12 persons) 278,346 (3) 20.1
</TABLE>
(footnotes begin on next page.)
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<PAGE>
- ------------------------------
(1) The ESOP purchased such shares for the exclusive benefit of plan
participants with funds borrowed from the Company. The shares are held
in a suspense account and will be allocated 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
record date, 64,530 shares have been allocated under the ESOP to
participant accounts.
(2) Includes 27,459 shares of Common Stock which may be acquired through
the exercise of stock options within 60 days of the record date.
(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. Includes options to purchase 96,628
shares of Common Stock that may be exercised within 60 days of the
record date. Excludes 18,772 shares of Common Stock previously awarded
but presently subject to forfeiture held by the Management Stock Bonus
Plan ("MSBP") and excludes 94,354 unallocated shares under the ESOP,
over which certain directors, as trustees to the MSBP and the ESOP,
exercise shared voting and investment power. Such individuals disclaim
beneficial ownership with respect to ESOP and MSBP shares. See
"Proposal I - Election of Directors."
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the Securities and Exchange Act of 1934 , as amended,
requires the Company's directors and executive officers to file reports of
ownership and changes in ownership of their equity securities of the Company
with the Securities and Exchange Commission and to furnish the Company with
copies of such reports. To the best of the Company's knowledge, all of the
filings by the Company's directors and executive officers were made on a timely
basis during the 1999 fiscal year. The Company is not aware of any beneficial
owners of more than ten percent of its Common Stock.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Board of Directors currently consists of nine members, each of whom
also serves as a director of Heritage Savings Bank, FSB (the "Bank"). During
fiscal 1999, the size of the Board of Directors of the Company and the Bank was
reduced to nine members due to the death of Herbert W. Spat. The Company's
Articles of Incorporation provides that the Board of Directors must be divided
into three classes as nearly equal in number as possible. At each annual meeting
of stockholders, each of the successors of the directors whose terms expire at
the meeting will be elected to serve for a term of three years expiring at the
third annual meeting of stockholders following the annual meeting of
stockholders at which the successor director was elected.
Urban P. Francis, Jr., John E. Lufburrow and Hugh P. McCormick have
been nominated by the Board of Directors for a term of three years. Messrs.
Francis, Lufburrow and McCormick currently serve as directors of the Company.
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<PAGE>
The persons named as proxies in the enclosed proxy card intend to vote
for the election of the person listed below, unless the proxy card is marked to
indicate that such authorization is expressly withheld. Should any of the
nominees withdraw or be unable to serve (which the Board of Directors does not
expect) or should any other vacancy occur in the Board of Directors, it is the
intention of the persons named in the enclosed proxy card to vote for the
election of such person as may be recommended to the Board of Directors by the
Nominating Committee of the Board. If there is no substitute nominee, the size
of the Board of Directors may be reduced.
The following table sets forth the names, ages, terms of, and length of
board service for the persons nominated for election as directors of the Company
at the Meeting and each other director of the Company who will continue to serve
as director after the Meeting. Beneficial ownership of executive officers and
directors of the Company, as a group, is set forth under the caption "Principal
Holders."
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially
Age at Year First Current Owned as of Percent
September Elected or Term to December 3, Owned
Name and Title 30, 1999 Appointed (1) Expire 1999(2) (%)
- -------------- -------- ------------- ------ --------- --------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERM TO EXPIRE IN 2003
Urban P. Francis, Jr. 73 1981 2000 20,876(3) 1.6
John E. Lufburrow 74 1966 2000 51,697 3.9
Hugh P. McCormick 79 1947 2000 25,576(4) 2.0
DIRECTORS CONTINUING IN OFFICE
Herbert A. Davis 74 1953 2001 15,576(3)(4) 1.2
D. Edward Lauterbach, Jr. 75 1970 2001 15,576(3) 1.2
August J. Seifert 82 1981 2001 8,176 --(5)
Philip W. Chase, Jr. 81 1947 2002 19,576(3) 1.5
Edwin C. Muhly, Jr. 69 1976 2002 16,076(3) 1.2
Peggy J. Stewart 63 1982 2002 72,482 5.5
</TABLE>
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(1) Refers to the year the individual first became a director of the Bank.
(2) Includes 4,118 shares of Common Stock (except for Mr. Lufburrow and
Ms. Stewart) which may be acquired pursuant to the exercise of stock
options which are exercisable within 60 days of the record date. For
Mr. Lufburrow and Ms. Stewart, includes 27,459 shares of Common Stock.
(3) Excludes 94,354 shares of Common Stock under the ESOP for which such
individual serves as a member of the ESOP committee or as an ESOP
Trust. Also, excludes 18,772 MSBP shares for which such individuals
serves as a member of the MSBP trust committee. Such individuals
disclaim beneficial ownership with respect to ESOP and MSBP shares.
(4) Mr. Herbert A. Davis and Mr. Hugh P. McCormick are first cousins.
(5) Less than 1.0% of outstanding shares of Common Stock.
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<PAGE>
Executive Officers of the Company
The following individuals hold the executive offices in the Company set
forth below opposite their name.
<TABLE>
<CAPTION>
Age at
September
Name 30, 1999 Positions Held With the Company
- ---- -------- -------------------------------
<S> <C> <C>
John E. Lufburrow 74 Chairman of the Board
Peggy J. Stewart 63 President, Chief Executive Officer and Director
Robin L. Taylor 39 Controller
Diana L. Rohrback 47 Vice President and Corporate Secretary
Daniel J. Gallagher 42 Vice President, Chief Financial Officer and
Senior Compliance Officer
</TABLE>
Biographical Information
Set forth below is certain information with respect to the directors,
including director nominees and executive officers of the Company. All directors
and executive officers (except Mr. Gallagher) of the Bank in December 1996
became directors and executive officers 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.
Nominees:
Urban P. Francis, Jr. has been a director of the Bank since 1981. Mr.
Francis retired from Urban Francis Inc., an electrical contracting company in
1994 and is currently the majority stockholder of U and M, 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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
ABOVE NOMINEES FOR DIRECTORS.
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<PAGE>
Continuing Directors:
Philip W. Chase, Jr. has served as a director of the Bank since 1947.
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.
Herbert A. Davis has served as a director of the Bank since 1953. Mr.
Davis is the President/Owner of Herbert Davis Associates, a real estate
brokerage and development firm.
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. Mr. Lauterbach continues to be a
consultant to H.U. Dove & Co., Inc.
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.
August J. Seifert has served as a director of the Bank since 1981. Mr.
Seifert holds a one-third partnership interest and serves as Chairman of the
Board of Seifert's Florist Inc.
Peggy J. Stewart was appointed Chief Executive Officer of the Bank in
1995 and has served as President since 1994. From 1981 to 1994, Ms. Stewart
served as Senior Vice President and Corporate Secretary of the Bank. Ms. Stewart
also served as Treasurer of the Bank and was appointed in 1982 to the Bank's
Board of Directors. Ms. Stewart has been employed by the Bank since 1953.
Executive Officers Who Are Not Directors:
Daniel J. Gallagher has been employed by the Bank since January 1997.
Mr. Gallagher is Vice President, Chief Financial Officer, and Senior Compliance
Officer. From 1993 to 1997, Mr. Gallagher was employed by Liberty Federal
Savings and Loan Association in Baltimore, Maryland, during which time he also
served as president of that institution. From 1985 to 1993, Mr. Gallagher was
employed by First National Bank of Maryland.
Diana L. Rohrback has been employed by the Bank for 30 years and has
served as an officer of the Bank since 1993. Ms. Rohrback is a Vice President
and the Corporate Secretary for the Bank and has served as a branch manager.
Robin L. Taylor has been an officer of the Bank since 1990 and has been
employed by the Bank for 21 years. Ms. Taylor is a certified public accountant
and currently serves as the Controller for the Bank.
Meetings and Committees of the Board of Directors
The Board of Directors conducts its business through the meetings of
its board and through activities of its committees. All committees act for both
the Company and the Bank. During the fiscal year ended September 30, 1999, the
Board of Directors held 16 regular meetings and two special meetings.
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<PAGE>
No director attended fewer than 75% of the total meetings of the Boards of
Directors and committees during the period of his or her service. In addition to
other committees, as of September 30, 1999, the Board had a Nominating
Committee, an Audit Committee and a Compensation and Benefits Committee.
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. Nomination to the Board of
Directors made by stockholders must be made in writing to the Secretary of the
Company and received by the Company not less than 60 days prior to the
anniversary date of the immediately preceding annual meeting of stockholders of
the Company. Notice to the Company of such nominations must include certain
information required pursuant to the Company's Bylaws. This non- standing
committee met once during the 1999 fiscal year.
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 of the Bank meets annually with the Company's
independent accountants to review audit matters. The Board of Directors of the
Bank met once during the 1999 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 once during the 1999 fiscal year.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Director Compensation
In the fiscal year ended September 30, 1999, each non-employee Director
and the Chairman 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, 1999,
total fees paid by the Bank to Directors were $125,000.
During the fiscal year ended 1999, the Bank implemented a change in
control severance plan with the directors of the Bank. The plan provides that
following a change in control of the Bank and the termination of the services of
the directors (or within 18 months after the change in control), the directors
will receive their current board compensation, at the time of termination, for a
period of 18 months.
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<PAGE>
Executive Compensation
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 three years ended September 30, 1999, that exceeded $100,000 for
services rendered in all capacities to the Bank or the Company.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
------------------------------------------ ---------------------------
Restricted Securities
Name and Fiscal Other Annual Stock Underlying All Other
Principal Position Year Salary($) Bonus($)(1) Compensation(2) Award($) Options (#) Compensation($)
- ------------------ ---- --------- ----------- --------------- -------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Peggy J. Stewart 1999 132,000 9,231 -- -- -- 44,796(5)
President and CEO 1998 120,000 8,462 -- -- -- 34,968
1997 110,000 8,077 -- 174,150(3) 45,765(4) 43,758
</TABLE>
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(1) Payment under the Incentive Bonus Plan.
(2) For perquisites and other personal benefits, 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. For the periods presented there
were no (a) payments of above-market preferential earnings on deferred
compensation; (b) payments of earnings with respect to long term
incentive plans prior to settlement or maturity; (c) tax payment
reimbursements; or (d) preferential discounts on stock.
(3) Represents awards of 12,960 shares of Common Stock under the MSBP based
upon the value of such stock of $13.4375 per share as of the date of
such award. Such stock awards become non-forgettable at the rate of
2,592 shares per year commencing on October 8, 1997. Dividend rights
associated with such stock are accrued and held in arrears to be paid
at the time that such stock becomes non-forgettable. At September 30,
1999, 7,776 shares with a market value of $70,474 at such date (based
on the closing price of Common Stock $9.063 at such date) remain
unbelted.
(4) Represents award of 36,613 options as of October 8, 1996, at $11.8916
and 9,152 options as of December 9, 1996, at $11.1726 per share. See
"-- Stock Awards."
(5) For fiscal year 1999 represents an allocation of 5,871 shares of Common
Stock under the ESOP. As of September 30, 1999, the market value of
such shares was $53,209.
Employment Agreement. The Bank entered into an employment agreement
with Peggy J. Stewart, President and CEO of the Bank ("Agreement"). The
Agreement has a three year term. 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, but not less than one year's salary. 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 taxable
compensation. In the event of a change in control at September 30, 1999, Ms.
Stewart would have been entitled to a lump sum payment of approximately
$336,000.
Stock Awards
The following table sets forth information with respect to exercised
options during 1999, as well as the aggregate number of unexercised options to
purchase the Company's common stock granted in 1996
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<PAGE>
to Ms. Stewart and held by her as of September 30, 1999 and the value of
unexercised in-the-money options (i.e., options that had a positive spread
between the exercise price of such option and the fair market value of the
Company's common stock) as of September 30, 1999. The Company has not granted to
Ms. Stewart any stock appreciation rights ("SARs").
The following tables set forth additional information concerning stock
options granted during the 1999 fiscal year.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Values
- ---------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs In-The-Money Options
at FY-End (#) at FY-End ($)
-------------------------- -------------------------
Shares Acquired Value
Name on Exercise(#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------- ------------- -------------------------
<S> <C> <C> <C> <C>
Peggy J. Stewart -- $ -- 14,645 / 21,968 0 / 0 (1)
- $ -- 3,661 / 5,491 0 / 0 (2)
</TABLE>
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(1) Based upon an exercise price of $11.89 per share and estimated price of
$9.063 as of September 30, 1999.
(2) Based upon an exercise price of $11.17 per share and estimated price of
$9.063 as of September 30, 1999.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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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.
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2001 ANNUAL MEETING STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be considered for inclusion in the Company's proxy
statement for the annual meeting of stockholders to be held in 2001, all
stockholder proposals must be submitted to the Secretary of the Company at its
offices at 1505 York Road, Lutherville, Maryland 21093, on or before August 17,
2000. Under the Company's Articles of Incorporation, stockholder nominations for
director and stockholder proposals not included in the Company's 2001 proxy
statement, in order to be considered for possible action by stockholders at the
2001 annual meeting of stockholders must be submitted to the Secretary of the
Company, at the address set forth above, by November 19, 2000.
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OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors does not know of any other matters that are
likely to be brought before the annual meeting. If any other matters, not now
known, properly come before the meeting or any adjournments, the persons named
in the enclosed proxy card, or their substitutes, will vote the proxy in
accordance with their judgment on such matters.
-9-
<PAGE>
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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.
- --------------------------------------------------------------------------------
FORM 10-KSB
- --------------------------------------------------------------------------------
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1999, 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 17, 1999
-10-
<PAGE>
APPENDIX A
- --------------------------------------------------------------------------------
WHG BANCSHARES CORPORATION
1505 YORK ROAD
LUTHERVILLE, MARYLAND 21093
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 18, 2000
- --------------------------------------------------------------------------------
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 Tuesday, January 18, 2000, 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 in 2003: |_| |_|
Urban P. Francis, Jr.
John E. Lufburrow
Hugh P. McCormick
(Instruction: To withhold authority to vote for
any individual nominee, write that nominee's
name in the space provided below)
----------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" the above listed
proposition.
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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.
- --------------------------------------------------------------------------------
-11-
<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 17, 1999, and the 1999 Annual Report to Stockholders.
Dated:
---------------------- ----, ------
- ---------------------------------------- ---------------------------------
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.
