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
WSB HOLDING COMPANY
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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>
WSB HOLDING COMPANY
Parent Company of
WORKINGMENS
BANK
807 Middle Street * Pittsburgh, Pennsylvania 15212 * Phone (412) 231-7297
September 28, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of WSB Holding
Company (the "Company"), I cordially invite you to attend the Annual Meeting of
Stockholders to be held at the bank's branch office at 5035 Curry Road,
Pittsburgh, Pennsylvania, on Monday, October 18, 1999, at 4:30 p.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, I will report on
the operations of the Company. Directors and officers of the Company, as well as
a representative of Stokes Kelly & Hinds, LLC, certified public accountants,
will be present to respond to any questions stockholders may have.
In addition to the election of a director, the stockholders will be
asked to ratify the appointment of Stokes Kelly & Hinds, LLC, as the Company's
auditors for 2000. The Board of Directors has unanimously approved each of these
proposals and recommends that you vote "FOR" them.
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/Robert D. Neudorfer
---------------------------------------------
Robert D. Neudorfer
President
South Hills Office
5035 Curry Road * Pittsburgh, PA 15236 * Phone: (412) 655-8670
<PAGE>
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WSB HOLDING COMPANY
807 MIDDLE STREET
PITTSBURGH, PENNSYLVANIA 15212
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 18, 1999
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of WSB Holding Company ("the Company"), will be held at the bank's branch office
at 5035 Curry Road, Pittsburgh, Pennsylvania on Monday, October 18, 1999, at
4:30 p.m., for the following purposes:
1. To elect one director; and
2. To ratify the appointment of Stokes Kelly & Hinds, LLC as independent
auditors of the Company for the fiscal year ending June 30, 2000;
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 August 31,
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/Johanna C. Guehl
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Johanna C. Guehl
Secretary
Pittsburgh, Pennsylvania
September 28, 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
WSB HOLDING COMPANY
807 MIDDLE STREET
PITTSBURGH, PENNSYLVANIA 15212
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ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 18, 1999
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This proxy statement and the accompanying proxy card are being mailed
to stockholders of WSB Holding Company (the "Company") on September 28, 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 bank's branch office at 5035 Curry Road, Pittsburgh, Pennsylvania on Monday,
October 18, 1999 at 4:30 p.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 a director named in Proposal 1, (b) FOR Proposal 2
(ratification of independent public accountants); and (c) 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 Secretary of the Company (Johanna C. Guehl, at 807 Middle
Street, Pittsburgh, Pennsylvania 15212) 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 August 31,
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
303,434 shares of the Company common stock outstanding. Each stockholder of
record on the record date is entitled to one vote for each share held.
The Restated 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
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<PAGE>
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 a majority 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 a director, as set forth in Proposal 1, the proxy
being provided by the Board enables a stockholder to vote for the election of
the nominee proposed by the Board, or to withhold authority to vote for the
nominee being proposed. Such director shall be elected by a majority of votes of
the shares present, in person or represented by proxy, at a meeting and entitled
to vote in the election of directors.
As to the ratification of independent auditors as set forth in Proposal
2, by checking the appropriate box, a stockholder may: (i) vote "FOR" the item,
(ii) vote "AGAINST" the item, or (iii) vote to "ABSTAIN" on such item. Unless
otherwise required by law, Proposal 2 and any 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 "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.
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<PAGE>
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding (%)
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<S> <C> <C>
Workingmens Bank
Employee Stock Ownership Plan ("ESOP")
807 Middle Street
Pittsburgh, Pennsylvania 15212 (1) 26,448 8.7
Jeffrey L. Gendell
Tontine Partners, L.P.
Tontine Management, L.L.C.
200 Park Avenue, Suite 3900
New York, New York 10166 (2) 33,050 10.9
Robert D. Neudorfer
807 Middle Street
Pittsburgh, Pennsylvania 15212 (3) 15,532 5.1
All directors and officers of the Company
as a group (seven persons) (4) 78,378 25.5
</TABLE>
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(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 among ESOP participants annually
on the basis of compensation as the ESOP debt is repaid. The bank's board
of directors has appointed a committee consisting of directors Manfred and
Mueller to serve as the ESOP administrative committee ("ESOP Committee")
and to serve as the ESOP Trustees ("ESOP Trustees"). The ESOP Committee or
the board instructs the ESOP Trustees regarding investment of ESOP plan
assets. The ESOP Trustees must vote all shares allocated to participants
accounts under the ESOP as directed by participants. Unallocated shares and
shares for which no timely voting director is received, will be voted by
the ESOP Trustee as directed by the board or the ESOP Committee. As of the
record date, 3,306 shares have been allocated under the ESOP to participant
accounts.
(2) The information as to Jeffrey L. Gendell, Tontine Partners, L.P., and
Tontine Management, L.L.C. (collectively, the "Reporting Persons"), is
derived from a Schedule 13D, dated September 2, 1997, which states that the
Reporting Persons, through certain of its affiliates, had shared voting
power and shared dispositive power with respect to 33,050 shares.
(3) Includes options to purchase 1,653 shares of common stock that may be
purchased under the 1998 stock option plan within 60 days of the record
date.
(4) 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 3,837 shares of
common stock that may be exercised under the 1998 stock option plan within
60 days of the record date. Excludes 25,053 shares held by the ESOP (26,448
shares minus 1,395 shares allocated to executive officers) and excludes
11,453 shares previously awarded but presently subject to forfeiture held
by the restricted stock plan ("RSP") over which certain directors by their
position as either a member of the ESOP Committee, ESOP trust or RSP trust,
exercise shared voting and investment power. Such individuals serving as a
member of the ESOP Committee, ESOP trust or RSP trust disclaim beneficial
ownership with respect to the ESOP and RSP shares. See "Proposal 1 --
Election of Directors."
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<PAGE>
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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 Securitites 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. With the exception of Jeffrey L. Gendell,
Tontine Partners, L.P., and Tontine Management, L.L.C., the Company is not aware
of any beneficial owners of more than ten percent of its common stock. The
Company did not receive any Forms 3, 4, or 5 from the Reporting Persons.
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PROPOSAL I -- ELECTION OF A DIRECTOR
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Mr. John T. Ringland retired from the Board of Directors and became a
Director Emeritus. The Board of Directors was reduced to five members, each of
whom also serves as a director of Workingmens Bank (the "Bank"). The Company's
Articles of Incorporation provides that the Board of Directors must be divided
into four classes as nearly equal in number as possible. The class to which each
director has been assigned is designated as Class I, Class II, Class III, or
Class IV. The term of office of the director in Class II expires at the Meeting;
the term of office of the director in Class III expires at the annual meeting of
stockholders scheduled to be held in 2000, the term of office of the director in
Class IV expires at the annual meeting of stockholders scheduled to be held in
2001, and the term of office of the directors in Class I expires at the annual
meeting of stockholders scheduled to be held in 2002. 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 four years expiring at the fourth
annual meeting of stockholders following the annual meeting of stockholders at
which the successor director was elected.
Johanna C. Guehl has been nominated by the Board of Directors for a
term of four years. Ms. Guehl is currently serving as a director of the Company.
The persons named as proxies in the enclosed proxy card intend to vote
for the election of Ms. Guehl, unless the proxy card is marked to indicate that
such authorization is expressly withheld. Should Ms. Guehl 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 persons as may
be recommended to the Board of Directors by the Nominating Committee of the
Board. If there are no substitute nominees, the size of the Board of Directors
may be reduced.
The following table sets forth the names, ages, term of, and length of
board service for the person nominated for election as a director 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."
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<PAGE>
<TABLE>
<CAPTION>
Shares of
Common stock
Year First Current Beneficially
Elected or Term to Owned as of Percent
Name and Title Age(1) Appointed(2) Expire August 31, 1999(3) Owned(%)
- -------------- ------ ------------ ------- ------------------- --------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEE FOR TERM TO EXPIRE IN 2003
Johanna C. Guehl 45 1990 1999 5,515(5) 1.8
Secretary and Director
DIRECTORS CONTINUING IN OFFICE
Robert D. Neudorfer 62 1988 2000 15,532 5.1
President and Director
Stanford H. Rosenberg 65 1985 2001 12,459(5) 4.1
Vice President and Director
Joseph J. Manfred 76 1973 2002 8,490(4) 2.8
Director
John P. Mueller 61 1994 2002 13,790(4) 4.5
Director
</TABLE>
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(1) At June 30, 1999
(2) Refers to the year the individual first became a director of the Company or
the Bank.
(3) The share amounts include shares of common stock that the following persons
may acquire through the exercise of stock options within 60 days of the
record date: Johanna C. Guehl - 331, Robert D. Neudorfer - 1,653, Stanford
H. Rosenberg - 331, Joseph J. Manfred - 331, and John P. Mueller - 331. See
"Director and Executive Officer Compensation - Director Compensation."
(4) Excludes 25,053 shares of common stock under the ESOP for which such
individual serves as a member of the ESOP committee and ESOP trust. Such
individuals disclaim beneficial ownership with respect to such shares.
(5) Excludes11,453 RSP shares for which such individual serves as a member of
the RSP trust committee. Such individuals disclaim beneficial ownership
with respect to such shares.
Executive Officers of the Company
The following individuals hold the executive offices in the Company set
forth below opposite their names.
Age as of
Name June 30, 1999 Positions Held With the Company
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Robert D. Neudorfer 62 President and Director
Ronald W. Moreschi 56 Vice President and Treasurer
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<PAGE>
Biographical Information
Set forth below is certain information with respect to the directors,
including the director nominee and executive officers of the Company. All
directors of the Bank in June 1997 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.
Nominee:
Johanna C. Guehl has been a Director and Secretary since 1991. Since
1991, Ms. Guehl has been a partner in the law firm of Barbender & Guehl. Ms.
Guehl is a member of the board of directors for Women's Leadership Assembly and
she is the treasurer for Center For Victims of Violent Crimes and Women's
Business Network.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
ABOVE NOMINEE FOR DIRECTOR.
Continuing Directors:
Joseph J. Manfred has been a member of the board of directors and
Chairman of the Board since 1973. Mr. Manfred is a choir member of St. John
Fisher Church and a eucharistic minister for Forbes Regional Hospital. Mr.
Manfred is also a retired insurance agent who owned Manfred Insurance Agency.
John P. Mueller has been a member of the board of directors since 1994.
Mr. Mueller is President and majority stockholder of Mueller's Hardware in
Pittsburgh. He is also the President of Northside Chamber of Commerce and a
member of the board of directors of St. Ambrose Manor.
Robert D. Neudorfer has been employed by the Bank since 1975 and has
been the President and a member of the board of directors since 1988. Mr.
Neudorfer is a member of the board of directors and the treasurer of Community
Development Foundation and is also a member of the board of directors of the
Western Pennsylvania League of Savings Institutions. Mr. Neudorfer is a choir
member of the Baldwin Community United Methodist Church.
Stanford H. Rosenberg has been a member of the board of directors since
1985. Since 1974, he has been a professor at La Roche College in Pittsburgh.
Executive Officer Who is Not a Director:
Ronald W. Moreschi has been vice president and treasurer of the Bank
since 1987 and of the Company since June 1997.
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<PAGE>
Meetings and Committees of the Board of Directors
The Board of Directors of the Company conducts its business through
meetings of the Board of the Bank and through activities of its committees.
During the fiscal year ended June 30, 1999, the Board of Directors held a total
of 17 meetings. No director attended fewer than 75% of the total meetings of the
Board of Directors and committees during the period of his or her service. In
addition to other committees, as of June 30, 1999, the Board had a Nominating
Committee, a Compensation and Benefits Committee, and an Audit Committee.
The Nominating Committee consists of the Board of Directors of the
Company. Nominations to the Board of Directors made by stockholders must be made
in writing to the Secretary 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 Articles of
Incorporation. The Nominating Committee, which is not a standing committee, met
once during the 1999 fiscal year.
For the 1999 fiscal year, the Compensation and Benefits Committee was
comprised of directors Guehl, Manfred, Meuller and Ringland. 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 Compensation and Benefits Committee met once during the 1999
fiscal year.
For the 1999 fiscal year, the Audit Committee was comprised of
directors Guehl and Ringland. The Committee meets with the Bank's outside
auditors to discuss the results of the annual audit and any related matters. The
Audit Committee met once during the 1999 fiscal year.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Director Compensation
For the fiscal year ended 1999, each non-employee director was paid a
monthly fee (including two paid absences) of $850 and the Chairman of the Board
was paid a monthly fee of $975. Directors are not paid a fee for attending
committee meetings. For the fiscal year ended June 30, 1999, total fees paid by
the Bank to Directors were $54,300.
On March 16, 1998 (the "effective date of grant"), under the 1998 Stock
Option Plan ("Option Plan") and the Bank's RSP, each director was granted stock
options and awarded RSP shares. Under the Option Plan, each director was granted
options to acquire shares of common stock at the fair market value of the
Company's common stock on the effective date of grant. Under the RSP, each
director was awarded shares of common stock. Option shares and RSP shares are
exercisable at the rate of 20% per year commencing one year from the effective
date of grant. Under the Option Plan and RSP, Mr. Neudorfer received 8,265
options and 3,306 RSP shares. The non-employee directors each received 2,645
options and 661 RSP shares. On September 21, 1998 (the "effective date"), the
non-employee directors were each granted an additional 132 RSP shares
exercisable at the rate of 20% per year commencing one year from the effective
date. In accordance with the RSP, dividends are paid on shares awarded or held
in the RSP.
A Supplemental Retirement Plan ("SRP") has been implemented for the
benefit of each director, including Mr. Neudorfer (the "Directors"). The SRP
provides that each director shall receive at
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<PAGE>
termination of service, or age 65 for Mr. Neudorfer, a retirement benefit equal
to the value of the Bank's annual discretionary contributions to each
individual's retirement account, reduced by the investment expenses associated
with any life insurance contracts on such individual, and increased by any
investment returns on such life insurance contracts. As of June 30, 1999, the
Directors received no deferred compensation under the SRP.
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the president. No executive
officer of either the Bank or the Company had a salary and bonus during the
three years ended June 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($) Compensation(1) Award(s)($)(2) Options #(3) Compensation($)
- ------------------ ---- --------- -------- --------------- -------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert D. Neudorfer 1999 72,000 4,500 -- -- -- 1,640(4)
President 1998 66,420 6,000 -- 52,069 8,265 9,092
1997 61,000 4,000 -- -- -- --
</TABLE>
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(1) 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.
(2) Represents the award of 3,306 shares of common stock under the RSP as
of March 16, 1998 on which date the market price of such stock was
$15.75 per share. Such stock awards become non-forfeitable at the rate
of 20% shares per year commencing on March 16, 1999. Dividend rights
associated with such stock are accrued and held in arrears to be paid
at the time that such stock becomes non-forfeitable. As of June 30,
1999, 2,645 shares remain unvested. Based upon a market price of $10.00
per share, such unvested shares had an aggregate value of $26,450.
(3) Such awards under the 1998 Stock Option Plan are first exercisable at
the rate of 20% per year commencing on March 16, 1999. The exercise
price equals the market value of the common stock on the date of grant
of $15.75. See "-- Stock Awards".
(4) At June 30, 1999 consists of 164 shares allocated under the ESOP. Such
shares had a cost and market value of $1,640 at June 30, 1999.
Employment Agreement. The Bank has entered into an employment agreement
with Robert D. Neudorfer, President of the Bank ("Agreement"). The Agreement has
a three year term. Under the Agreement, Mr. Neudorfer's employment may be
terminated by the Bank for "just cause" as defined in the Agreement. If the Bank
terminates Mr. Neudorfer without just cause, Mr. Neudorfer will be entitled to a
continuation of his 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, Mr. Neudorfer will be paid in a lump sum an amount equal to 2.00
times his prior year's taxable compensation. In the event of a change in control
at June 30, 1999, Mr. Neudorfer would have been entitled to a lump sum payment
of approximately $136,000.
Stock Awards
The following table sets forth information with respect to exercised
options during 1999, as well as the aggregate number of unexercised options to
purchase the Company's common stock granted in 1998 to Robert D. Neudorfer and
held by him as of June 30, 1999 and the value of unexercised in-the-money
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<PAGE>
options (i.e., options that had a positive spread between the exercise price of
such option and the fair market value of the Company's common stock) as of June
30, 1999. The Company has not granted any stock appreciation rights ("SARs") to
Mr. Neudorfer.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Values
---------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-The-Money Options/SARs
Shares Acquired Value FY-End (#) at FY-End ($)
Name on Exercise (#) Realized($)(1) Exercisable/ Unexercisable Exercisable/Unexercisable(1)
- ---- --------------- -------------- -------------------------- ----------------------------
<S> <C> <C> <C> <C>
Robert D. Neudorfer -- -- 1,653/6,612 $ 0/$ 0
</TABLE>
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(1) Based upon an exercise price of $15.75 per share and estimated price of
$10.00 at June 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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PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
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Stokes Kelly & Hinds, LLC was the Company's independent public
accountant for the 1999 fiscal year. The Board of Directors of the Company
presently intends to renew the Company's arrangement with Stokes Kelly & Hinds,
LLC to be its auditors for the fiscal year ended June 30, 2000. A representative
of Stokes Kelly & Hinds, LLC is expected to be present at the meeting to respond
to stockholders' questions and will have the opportunity to make a statement if
the representative so desires.
Ratification of the appointment of the auditors requires the approval
of a majority of the votes cast by the stockholders of the Company at the
Meeting. The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of Stokes Kelly & Hinds, LLC, as the Company's
auditors for the fiscal year ending June 30, 2000.
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2000 ANNUAL MEETING STOCKHOLDER PROPOSALS
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In order to be considered for inclusion in the Company's proxy
statement for the annual meeting of stockholders to be held in 2000, all
stockholder proposals must be submitted to the Secretary of the Company at its
offices at 807 Middle Street, Pittsburgh, Pennsylvania 15212, on or before May
31, 2000. Under the Company's Articles of Incorporation, stockholder nominations
for director and stockholder proposals not included in the Company's 2000 proxy
statement, in order to be considered for possible action by stockholders at the
2000 annual meeting of stockholders, must be submitted to the Secretary of the
Company, at the address set forth above, by August 18, 2000. In addition,
stockholder nominations and stockholder proposals must meet other applicable
criteria set forth in the Articles of Incorporation of the Company in order to
be considered at the 2000 annual meeting.
-9-
<PAGE>
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OTHER MATTERS
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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. Under the Articles of
Incorporation of the Company, no new business or proposals submitted by
stockholders shall be acted upon at the annual meeting unless such business or
proposal was stated in writing and filed with the Secretary of the Company by
August 19, 1999. No new business or proposals were submitted within this time
period.
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MISCELLANEOUS
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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.
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FORM 10-KSB
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A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
JUNE 30, 1999 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD
DATE UPON WRITTEN REQUEST TO THE SECRETARY, THE COMPANY, 807 MIDDLE STREET,
PITTSBURGH, PENNSYLVANIA 15212.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Johanna C. Guehl
----------------------------------
Johanna C. Guehl
Secretary
Pittsburgh, Pennsylvania
September 28, 1999
-10-
<PAGE>
Appendix A
- ----------
- --------------------------------------------------------------------------------
WSB HOLDING COMPANY
807 MIDDLE STREET
PITTSBURGH, PENNSYLVANIA 15212
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- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 18, 1999
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The undersigned hereby appoints the Board of Directors of WSB Holding
Company (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 bank's office at 5035
Curry Road, Pittsburgh, Pennsylvania, on October 18, 1999, at 4:30 p.m. and at
any and all adjournments thereof, in the following manner:
FOR WITHHELD
--- --------
1. To elect Johanna C. Guehl as director [_] [_]
FOR AGAINST ABSTAIN
--- ------- -------
2. To ratify the appointment of Stokes Kelly
& Hinds, LLC, as independent auditors
for the Company for the fiscal year ending
June 30, 2000. [_] [_] [_]
The Board of Directors recommends a vote "FOR" the above listed
propositions.
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THIS SIGNED PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS SIGNED PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED. IF ANY
OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS SIGNED 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.
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<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 September 28, 1999 and the 1999 Annual Report.
Dated: , 1999
-----------------------------
- ------------------------------------- -----------------------------------
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.
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PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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