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 Rule 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 22, 2000
Dear 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 October 16, 2000, 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 S.R. Snodgrass, A.C., certified public accountants, will be
present to respond to any questions you, as a stockholder, may have.
You will be asked to elect two directors and to ratify the appointment
of S.R. Snodgrass, A.C. as the Company's independent accountants for the fiscal
year ending June 30, 2001. The Board of Directors has unanimously approved each
of these proposals and recommends that you vote FOR them.
Your vote is important, regardless of the number of shares you own and
regardless of whether you plan to attend the Annual Meeting. I encourage you to
read the enclosed proxy statement carefully and sign and return your enclosed
proxy card as promptly as possible because a failure to do so could cause a
delay in the Annual Meeting and additional expense to the Company. A
postage-paid return envelope is provided for your convenience. This will not
prevent you from voting in person, but it will assure that your vote will be
counted if you are unable to attend the Annual Meeting. If you do decide to
attend the Annual Meeting and feel for whatever reason that you want to change
your vote at that time, you will be able to do so. If you are planning to attend
the Annual Meeting, please let us know by marking the appropriate box on the
proxy card.
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 16, 2000
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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 October 16, 2000, at 4:30 p.m.
for the following purposes:
1. To elect two directors of the Company; and
2. To ratify the appointment of S.R. Snodgrass, A.C. as independent
accountants of the Company for the fiscal year ending June 30, 2001;
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 is not aware of any other business to come
before the Meeting. Stockholders of record at the close of business on September
1, 2000 are the stockholders entitled to vote at the Meeting and any
adjournments thereof.
A copy of the Company's Annual Report for the year ended June 30, 2000
is enclosed.
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. 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/Johanna C. Guehl
----------------------------------------
Johanna C. Guehl
Secretary
Pittsburgh, Pennsylvania
September 22, 2000
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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
TO BE HELD ON OCTOBER 16, 2000
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of WSB Holding Company (the "Company") to
be used at the Annual Meeting of Stockholders which will be held at the bank's
branch office at 5035 Curry Road, Pittsburgh, Pennsylvania, on October 16, 2000,
at 4:30 p.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 September 22, 2000.
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, (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.
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VOTING STOCK AND VOTE REQUIRED
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The Board of Directors has fixed the close of business on September 1,
2000 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
302,684 shares of the Company's 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 (the "Articles of
Incorporation") provide 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
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
<PAGE>
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 directors, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominees as submitted as
Proposal 1, proposed by the Board, or to withhold authority to vote for the
nominee 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.
As to the ratification of the independent accountants, which is
submitted as Proposal 2, a stockholder may: (i) vote "FOR" the ratification;
(ii) vote "AGAINST" the ratification; or (iii) "ABSTAIN" with respect to the
ratification. Unless otherwise required by law, Proposal 2 and 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 "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.
-2-
<PAGE>
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding (%)
------------------------------------ -------------------- ---------------------
<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) 30,050 9.9
Robert D. Neudorfer
807 Middle Street
Pittsburgh, Pennsylvania 15212 (3) 20,301 6.6
All directors and officers of the Company
as a group (six persons) (4) 71,762 23.1
</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 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, 5,951 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 13G, dated February 10, 2000, which states that the
Reporting Persons, through certain of its affiliates, had shared voting
power and shared dispositive power with respect to 30,050 shares.
(3) Includes 793 shares and 1,058 option shares awarded to Mr. Neudorfers'
spouse through the restricted stock plan and the 1998 stock option plan.
Mr. Neudorfer disclaims beneficial ownership of such shares.
(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 8,066 shares of
common stock that may be exercised under the 1998 stock option plan within
60 days of the record date. Excludes 23,949 shares held by the ESOP (26,448
shares minus 2,499 shares allocated to executive officers) and excludes
11,643 shares previously awarded but presently subject to forfeiture and
unallocated shares 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."
-3-
<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 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 2000 fiscal year. The Company is not aware of other 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 Articles of Incorporation requires that directors be divided into
four classes, as nearly equal in number as possible, each class to serve for a
four year period, with approximately one-fourth of the directors elected each
year. The Board of Directors currently consists of six members, each of whom
also serves as a director of Workingmens Bank (the "Bank"). Two directors will
be elected at the Meeting, to serve for a four-year term or until his or her
successor has been elected and qualified.
Robert D. Neudorfer and Ronald W. Moreschi have been nominated by the
Board of Directors to serve as a directors. Messrs. Neudorfer and Moreschi are
currently members of the Board and have been nominated for four-year terms to
expire in 2004.
The persons named as proxies in the enclosed proxy card intend to vote
for the election of the persons listed below, unless the proxy card is marked to
indicate that such authorization is expressly withheld. Should Messrs. Neudorfer
and Moreschi 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 information with respect to the nominees
and the other sitting directors, including for each 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 Director of the Bank. Beneficial ownership of executive officers
and directors of the Company, as a group, is set forth under the caption
"Principal Holders".
-4-
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Year First Current Owned as of
Elected or Term to September 1, Percent
Name and Title Age(1) Appointed(2) Expire 2000 (3) Owned(%)
-------------- ------ ------------ ------- --------- --------
<S> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERM TO EXPIRE IN 2004
Robert D. Neudorfer 63 1988 2000 20,301 (4) 6.6
President and Director
Ronald W. Moreschi 57 1999 2000 10,059 3.3
Executive Vice President,
Treasurer and Director
DIRECTORS CONTINUING IN OFFICE
Stanford H. Rosenberg 66 1985 2001 12,946 (6) 4.3
Director
Joseph J. Manfred 77 1973 2002 8,977 (5) 3.0
Director
John P. Mueller 62 1994 2002 13,477 (5) 4.4
Chairman of the Board
Johanna C. Guehl 46 1990 2003 6,002 (6) 2.0
Secretary and Director
</TABLE>
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(1) At June 30, 2000.
(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: Robert D. Neudorfer - 4,364, Ronald W. Moreschi - 1,058,
Stanford H. Rosenberg - 661, Joseph J. Manfred - 661, John P. Mueller -
661, and Johanna C. Guehl - 661. See "Director and Executive Officer
Compensation - Director Compensation."
(4) Includes 793 shares and 1,058 option shares awarded to Mr. Neudorfers'
spouse through the RSP and the 1998 Stock Option Plan. Mr. Neudorfer
disclaims beneficial ownership of such shares.
(5) Excludes 26,448 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.
(6) Excludes 11,643 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.
-5-
<PAGE>
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, 2000 Positions Held With the Company
---- ------------- -------------------------------
Robert D. Neudorfer 63 President and Director
Ronald W. Moreschi 57 Vice President, Treasurer, and Director
Biographical Information
Set forth below is certain information with respect to the directors,
including the director nominees and executive officers of the Company. All
directors of the Bank in June 1997 (except Mr. Moreschi) 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.
Nominees For Directors:
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.
Ronald W. Moreschi has been employed by the Bank since 1987 and became
vice-president and treasurer in 1989 and was appointed executive vice president
in July 2000. Mr. Moreschi was appointed to the board of directors in November
1999.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
ABOVE NOMINEES FOR DIRECTORS.
Continuing Directors:
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.
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.
-6-
<PAGE>
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.
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, 2000, the Board of Directors held a total
of 12 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, 2000, 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 Articles of Incorporation.
The Nominating Committee, which is not a standing committee, met once during the
2000 fiscal year.
The Compensation and Benefits Committee is comprised of directors
Guehl, Manfred, and Meuller. 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 two times during the 2000 fiscal year.
The Audit Committee is comprised of directors Guehl and Mueller. 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
2000 fiscal year.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Director Compensation
For the fiscal year ended 2000, 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, 2000, total fees paid by
the Bank to Directors were $48,300.
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 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
1,653 option shares and 793 RSP shares. Mr Moreschi received 2,645 option shares
and 793 RSP shares. In accordance with the RSP, dividends are paid on shares
awarded or held in the RSP.
-7-
<PAGE>
A Supplemental Retirement Plan ("SRP") has been implemented for the
benefit of each director. The SRP provides that each director shall receive at
termination of service, or age 65 for Messrs. Neudorfer and Moreschi, 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, 2000, deferred compensation under the SRP for Robert Neudorfer was $6,315
and each of the other directors (except directors Moreschi and Guehl) was
$2,311. As of June 30, 2000, there was no deferred compensation earned by
directors Moreschi and Guehl.
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the president. No other executive
officer of either the Bank or the Company had a salary and bonus during the
three years ended June 30, 2000 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($) Compensation Award(s)($)(1) Options #(2) Compensation($)
------------------- ---- --------- -------- ------------ -------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert D. Neudorfer 2000 77,000 6,000 -- -- -- 21,365(3)
President 1999 72,000 4,500 -- -- -- 1,640
1998 66,420 6,000 -- 52,069 8,265 9,092
</TABLE>
----------------
(1) 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,
2000, 1,984 shares remain unvested. Based upon a market price of $11.25
per share, such unvested shares had an aggregate value of $22,320.
(2) 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".
(3) At June 30, 2000 consists of 1,505 shares allocated under the ESOP at a
cost basis of $10.00 per share. Such shares had an aggregate market
value of $16,931 at June 30, 2000. Also includes deferred compensation
of $6,315 under the SRP. See "Director and Executive Compensation -
Director Compensation."
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, 2000, Mr. Neudorfer would have been entitled to a lump sum payment
of approximately $166,000.
Stock Awards. The following table sets forth information with respect
to previously awarded stock options to purchase the Common Stock granted in 1998
to Mr. Neudorfer and held by him as of June 30, 2000. The Company has not
granted to Mr. Neudorfer any stock appreciation rights ("SARs").
-8-
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Values
---------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs at Options/SARs
Shares Acquired Value FY-End (#) at FY-End ($)
Name on Exercise (#) Realized($)(1) Exercisable/ Unexercisable Exercisable/Unexercisable(1)
---- --------------- -------------- -------------------------- ----------------------------
<S> <C> <C> <C> <C>
Robert D. Neudorfer -- -- 3,306/4,959 $ 0/$ 0
</TABLE>
------------------------
(1) Based upon an exercise price of $15.75 per share and estimated price of
$11.25 at June 30, 2000.
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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 2 -- RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
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At the Meeting, stockholders will consider and vote upon the
ratification of appointment of independent accountants for the Company's fiscal
year ending June 30, 2001. S.R. Snodgrass, A.C. was the Company's independent
public accountants for the 2000 fiscal year. The Board of Directors has
appointed S.R. Snodgrass, A.C. to be its accountants for the fiscal year ending
June 30, 2001, subject to ratification by the Company's stockholders. A
representative of S.R. Snodgrass, A.C. 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.
On April 17, 2000, the Board of Directors of the Company engaged S.R.
Snodgrass, A.C. as its independent auditors for the fiscal year ended June 30,
2000 and notified, on April 18, 2000, Stokes Kelly & Hinds, LLC ("SKH"), its
independent auditors for the fiscal year ended June 30, 1999 and 1998, of its
decision. The determination to replace SKH was recommended by the audit
committee and approved by the full Board of Directors of the Company.
The report of SKH for the fiscal years ended June 30, 1999 and 1998
contained no adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles. During the
fiscal years ended June 30, 1999 and 1998 and during the subsequent interim
periods through May 11, 2000, there were no disagreements between the Company
and SKH concerning accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
Ratification of the appointment of the accountants requires the
affirmative vote 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 S.R. Snodgrass, A.C. as the
Company's accountants for the fiscal year ending June 30, 2001.
-9-
<PAGE>
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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 2001, all
stockholder proposals must be submitted to the Secretary at the Company's
office, 807 Middle Street, Pittsburgh, Pennsylvania 15212, on or before May 24,
2001. Under the Articles of Incorporation, in order to be considered for
possible action by stockholders at the 2001 annual meeting of stockholders,
stockholder nominations for director and stockholder proposals not included in
the Company's proxy statement must be submitted to the Secretary of the Company,
at the address set forth above, no later than August 16, 2001.
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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 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.
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, 2000 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD
DATE UPON WRITTEN REQUEST TO THE SECRETARY, WSB HOLDING 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 22, 2000
-10-
<PAGE>
Appendix A
----------
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WSB HOLDING COMPANY
807 MIDDLE STREET
PITTSBURGH, PENNSYLVANIA 15212
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ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 16, 2000
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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 branch office
at 5035 Curry Road, Pittsburgh, Pennsylvania, on October 16, 2000, at 4:30 p.m.
and at any and all adjournments thereof, in the following manner:
FOR WITHHELD
--- --------
1. The election of directors as nominees listed
below (except as marked to the contrary):
Robert D. Neudorfer |_| |_|
Ronald W. Moreschi |_| |_|
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment of S.R.
Snodgrass, A.C., as independent accountants
of the Company for the fiscal year ending
June 30, 2001. |_| |_| |_|
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.
--------------------------------------------------------------------------------
<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 22, 2000 and the 2000 Annual Report.
Dated: , 2000
-----------------------------
Please check this box if you are planning on attending the Meeting. |_|
-------------------------------------- -------------------------------------
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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