SCHEDULE 14A
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))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
PS FINANCIAL, INC.
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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:
(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:
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PS FINANCIAL, INC.
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April 10, 2000
Dear Fellow Stockholder:
You recently received your Company's Annual Report for 1999 and proxy
statement for the Annual Meeting to be held on May 3, 2000. You may also be
receiving materials from a group calling itself Paul J. Duggan and the Committee
to Enhance Shareholder Value. This committee, consisting only of Mr. Duggan, is
interested in selling your Company right now. He wants you to elect him as a
director of the Company instead of Jeanine M. McInerney, a current director.
WE BELIEVE THE COMMITTEE'S TIMING IS WRONG, and consequently your Board
is OPPOSED to his election.
These are our reasons and we think you'll agree. Our strategy is simple
and sound.
o PUT THE CONVERSION CAPITAL TO WORK
o GROW OUR CORE BUSINESS
o GROW EARNINGS PER SHARE AND PROVIDE AN ATTRACTIVE RETURN ON
SHAREHOLDER'S INVESTMENT
o RUN THE COMPANY WELL AND EFFICIENTLY
HAVE WE BEEN SUCCESSFUL?
ABSOLUTELY!
We completed our initial public offering in November 1996. For the
three calendar years ended December 31, 1997 through December 31, 1999, our
Return on Average Equity grew at a compound annual rate of 65.1% compared to a
median of 8.6% for a nationwide peer group of all 70 thrift institutions with
total assets of $350 million or less that converted from mutual to stock form in
1995 and 1996. During this period our Diluted Earnings Per Share grew at a
compound annual rate of 48.2% compared to 10.7% for our peers. We have utilized
our excess capital and reduced our tangible capital ratio from 33% following our
conversion to 11.8% at the end of 1999.
[GRAPHIC OMITTED]
3 YEAR COMPOUND ANNUAL GROWTH RATE
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Diluted Earnings Per Share Return on Average Equity
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PS Financial, Inc. 48.2% 65.1%
Nationwide Peer Group 10.7% 8.6%
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During this same period our Total Assets grew at a 17.7% compound
annual rate; Loans grew at a 39.4% compound annual rate; and Deposits grew at a
24.5% compound annual rate. In comparison, the median growth rate for our peers
was 9.8%, 18.2% and 7.4%, respectively.
Return on Average Assets grew at a 13.4% compound annual rate during
this period compared to negative 3.7% for the peer group. Our total return to
shareholders in 1999 was 18.8%. Our efficiency ratio for 1999 was 41.86%, which
compares favorably with the best run financial institutions nationwide.
[GRAPHIC OMITTED]
3 YEAR COMPOUND ANNUAL GROWTH RATE
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Return on Total
Average Assets Assets Deposits Loans
-------------- ------ -------- ----------
PS Financial, Inc. 13.4 % 17.7% 24.5% 39.4%
Nationwide Peer Group (3.7)% 7.4% 18.2% 9.8%
Our strategy is simple and the results are impressive. We are putting
our conversion capital to work and building the core value of our business,
while outperforming our peers. GROWTH IN OUR CORE BUSINESS IS WHAT WE BELIEVE
CREATES VALUE IN OUR COMPANY.
DON'T BE MISLED BY THE COMMITTEE. YOUR BOARD IS NOT OPPOSED TO SELLING
THE COMPANY. WE SIMPLY BELIEVE THE TIMING IS BAD.
Our growth has been exceptional and is continuing. We believe this is
the best way to increase the value of your, and our investment. Maximizing the
value of your investment is the objective we all share. We believe the
Committee's proposed means of reaching that goal - selling the Company in
today's market for thrift stocks - will only ensure that it is NEVER attained.
DON'T SELL THE FUTURE OF YOUR COMPANY SHORT BY VOTING WITH THE
COMMITTEE. DO NOT RETURN ANY BLUE PROXY CARD YOU RECEIVE.
VOTE FOR YOUR BOARD'S NOMINEES BY COMPLETING AND RETURNING THE ENCLOSED
WHITE PROXY CARD TODAY EVEN IF YOU HAVE ALREADY RETURNED ONE PREVIOUSLY!
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Although no precise estimate of the cost of the proxy solicitation can
be made at this time, the Company currently estimates that it will spend
approximately $65,000 for its solicitation of proxies, including expenditures
for attorneys, solicitors, printing and other expenses. The solicitation
expenses by the Company to date are approximately $20,000.
We thank you for your continued support.
Sincerely,
/s/ Kimberly P. Rooney
Kimberly P. Rooney
President and Chief Executive Officer
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IMPORTANT
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If you own shares in the name of a bank, broker or other nominee, please contact
the person responsible for your account and direct them to vote "FOR" your
Board's nominees on the white proxy card.
If you have any questions on how to vote your shares, please call our proxy
solicitor, Regan and Associates, Inc. at 1-800-737-3426. If you have any
questions about our goals or our progress, please feel free to call us directly
at (773) 376-3800.
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<PAGE>
REVOCABLE PROXY
PS FINANCIAL, INC.
Annual Meeting of Stockholders
May 3, 2000
The undersigned hereby appoints the Board of Directors of PS Financial,
Inc. (the "Company"), and the survivor of them, 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 on May 3, 2000
at 11:00 a.m., and at any and all adjournments thereof, as follows:
I. The election as directors of all nominees listed below.
--- ---
--- FOR --- WITHHELD
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
JEANINE M. McINERNEY ROCCO DIIORIO
II. The ratification of the appointment of Crowe, Chizek and Company LLP as
auditors of the Company for the fiscal year ending December 31, 2000.
--- --- ---
--- FOR --- AGAINST --- ABSTAIN
The Board of Directors recommends a vote "FOR" each of the nominees
listed above and the ratification of Crowe, Chizek and Company LLP as auditors
of the Company for the fiscal year ending December 31, 2000.
III. Stockholder Proposal
--- --- ---
--- FOR --- AGAINST --- ABSTAIN
The Board of Directors recommends a vote "AGAINST" Proposal III.
(continued and to be signed on the reverse side)
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In their discretion, the proxies are authorized to vote on such other
matters as may properly come before the Meeting or any adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR PROPOSALS I AND II AND AGAINST PROPOSAL III. 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.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this Proxy, then the
power of such attorneys and proxies shall be deemed terminated and of no further
force and effect.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of the Meeting, a Proxy Statement dated March
31, 2000 and the Company's Annual Report to Stockholders for the fiscal year
ending December 31, 1999.
Dated:
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SIGNATURE OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER
Please sign exactly as your name(s) appear(s) above on this card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
