SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
Willow Grove Bancorp, Inc.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No Fee Required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 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 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:
--------------------------------------------------------------------
<PAGE>
[Willow Grove Bancorp, Inc. Letterhead]
October 6, 2000
Dear Stockholder:
You are cordially invited to attend the second Annual Meeting of
Stockholders of Willow Grove Bancorp, Inc. The meeting will be held in the
Fairway Room at North Hills Country Club located at 99 Station Avenue, North
Hills, Pennsylvania, on Thursday, November 9, 2000 at 11:00 a.m., Eastern Time.
The matters to be considered by stockholders at the Annual Meeting are described
in the accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Willow Grove Bancorp, Inc. is
sincerely appreciated.
Very truly yours,
/s/ Frederick A. Marcell, Jr.
Frederick A. Marcell, Jr.
President and Chief Executive Officer
<PAGE>
WILLOW GROVE BANCORP, INC.
Welsh & Norristown Roads
Maple Glen, Pennsylvania 19002
(215) 646-5405
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 9, 2000
-----------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Willow Grove Bancorp, Inc. (the "Company") will be held in the
Fairway Room at North Hills Country Club located at 99 Station Avenue, North
Hills, Pennsylvania, on Thursday, November 9, 2000 at 11:00 a.m., Eastern Time,
for the following purposes, all of which are more completely set forth in the
accompanying Proxy Statement:
(1) To elect three directors for a three-year term expiring in 2003 and
until their successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of KPMG LLP as the
Company's independent auditors for the fiscal year ending June 30, 2001; and
(3) To transact such other business as may properly come before the
meeting or at any adjournment thereof. Management is not aware of any other such
business.
The Board of Directors has fixed September 21, 2000 as the voting record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and at any adjournment thereof. Only those stockholders of
record as of the close of business on that date will be entitled to vote at the
Annual Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John T. Powers
John T. Powers
Corporate Secretary
Maple Glen, Pennsylvania
October 6, 2000
--------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
--------------------------------------------------------------------------------
<PAGE>
WILLOW GROVE BANCORP, INC.
-----------------
PROXY STATEMENT
-----------------
ANNUAL MEETING OF STOCKHOLDERS
November 9, 2000
This Proxy Statement is furnished to holders of common stock, $0.01 par
value per share ("Common Stock"), of Willow Grove Bancorp, Inc. (the "Company"),
the parent holding company of Willow Grove Bank (the "Bank"). The Company
acquired all of the Bank's common stock issued in connection with the
reorganization of the Bank into the federal mutual holding company form of
ownership (the "Reorganization") in December 1998. Proxies are being solicited
on behalf of the Board of Directors of the Company to be used at the Annual
Meeting of Stockholders ("Annual Meeting") to be held in the Fairway Room at
North Hills Country Club located at 99 Station Avenue, North Hills,
Pennsylvania, on Thursday, November 9, 2000 at 11:00 a.m., Eastern Time, and at
any adjournment thereof for the purposes set forth in the Notice of Annual
Meeting of Stockholders. This Proxy Statement is first being mailed to
stockholders on or about October 6, 2000.
The proxy solicited hereby, if properly signed and returned to the Company
and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the nominees for director described herein, for
ratification of the appointment of KPMG LLP for fiscal 2001, and, upon the
transaction of such other business as may properly come before the meeting, in
accordance with the best judgment of the persons appointed as proxies. Any
stockholder giving a proxy has the power to revoke it at any time before it is
exercised by (i) filing with the Secretary of the Company written notice thereof
(Mr. John T. Powers, Corporate Secretary, Willow Grove Bancorp, Inc., Welsh &
Norristown Roads, Maple Glen, Pennsylvania 19002); (ii) submitting a
duly-executed proxy bearing a later date; or (iii) appearing at the Annual
Meeting and giving the Secretary notice of his or her intention to vote in
person. Proxies solicited hereby may be exercised only at the Annual Meeting and
any adjournment thereof and will not be used for any other meeting.
VOTING
Only stockholders of record at the close of business on September 21, 2000
("Voting Record Date") are entitled to notice of and to vote at the Annual
Meeting. On the Voting Record Date, there were 5,093,487 shares of Common Stock
issued and outstanding and the Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the Annual
Meeting on all matters properly presented at the meeting. Directors are elected
by a plurality of the votes cast with a quorum present. Abstentions are
considered in determining the presence of a quorum and will not affect the
plurality vote required for the election of directors. The affirmative vote of a
majority of the total votes present in person and by proxy is required to ratify
the appointment of the independent auditors. The proposal for ratification of
the auditors is considered a "discretionary" item upon which brokerage firms may
vote in their discretion on behalf of their clients if such clients have not
furnished voting instructions and for which there will not be "broker
non-votes."
As indicated below under "Beneficial Ownership of Common Stock by Certain
Beneficial Owners and Management," Willow Grove Mutual Holding Company (the
"MHC") owns a majority of the outstanding Common Stock as of the Voting Record
Date. The MHC intends to vote all of the shares it owns for the Board's nominees
for director and for the proposal to ratify the appointment of KPMG LLP as the
Company's independent auditors, thereby ensuring that a quorum will exist at the
Annual Meeting, and that each of such proposals will be adopted.
- 2 -
<PAGE>
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
AND EXECUTIVE OFFICERS
Election of Directors
The Bylaws of the Company provide that the Board of Directors shall be
divided into three classes as nearly equal in number as the then total number of
directors constituting the Board of Directors permits. The directors shall be
elected by the stockholders of the Company for staggered terms, or until their
successors are elected and qualified.
At the Annual Meeting, stockholders of the Company will be asked to elect
one class of directors, consisting of three directors, for a three-year term
expiring in 2003 and until their successors are elected and qualified.
No nominee for director is related to any other director or executive
officer of the Company by blood, marriage or adoption. Each nominee currently
serves as a director of the Company and of the Bank except for Rosemary C.
Loring, Esq. who was nominated to fill a vacancy on the Board.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director listed
below. If any person named as a nominee should be unable or unwilling to stand
for election at the time of the Annual Meeting, the proxies will nominate and
vote for any replacement nominee or nominees recommended by the Board of
Directors. At this time, the Board of Directors knows of no reason why any of
the nominees listed below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for
director of the Company, including tenure as a director. Messrs. Hull and Kremp
also serve as directors of the Bank and the MHC.
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERMS EXPIRING IN 2003
<TABLE>
<CAPTION>
Company
Principal Occupation During Director
Name Age (1) the Past Five Years Since
------------------------ -------- ------------------------------------------------------ ---------
<S> <C> <C> <C>
Lewis W. Hull 83 Director of the Bank since 1973; Chairman of Hull Corp 1998
and Hull Company, manufacturing companies located in
Hatboro, Pennsylvania and controlling shareholder of
Hull Corp.
Charles F. Kremp, 3rd 57 Director of the Bank since 1994; President of Charles F. 1998
Kremp, 3rd, Florist, Willow Grove, Pennsylvania.
Rosemary C. Loring, Esq. 50 President of the Remedy Intelligent Staffing franchise in --
Bucks and Montgomery Counties, Pennsylvania since
1996; previously, Regional Vice President - Consumer
Banking for First Union National Bank, formerly First
Fidelity Bank.
</TABLE>
-------------
(1) As of June 30, 2000.
The Board of Directors recommends that you vote FOR election of the
nominees for director.
- 3 -
<PAGE>
DIRECTORS WHOSE TERMS ARE CONTINUING
Directors with a Term Expiring in 2001
<TABLE>
<CAPTION>
Company
Principal Occupation During Director
Name Age (1) the Past Five Years Since
------------------------ -------- ------------------------------------------------------ ---------
<S> <C> <C> <C>
J. Ellwood Kirk 70 Director of the Bank since 1978; Currently retired; 1998
Previously, Mr. Kirk served as President of the Bank.
Frederick A. Marcell, Jr. 62 Director of the Bank since 1992; President and Chief 1998
Executive Officer of the Bank since July 1992.
William B. Weihenmayer 53 Director of the Bank since 1996; self-employed real 1998
estate investor, Huntingdon Valley, Pennsylvania.
</TABLE>
-------------
(1) As of June 30, 2000.
Directors with a Term Expiring in 2002
<TABLE>
<CAPTION>
Company
Principal Occupation During Director
Name Age (1) the Past Five Years Since
------------------------ -------- ------------------------------------------------------ ---------
<S> <C> <C> <C>
William W. Langan 59 Chairman of the Board; Director of the Bank since 1998
1986; President and owner of Marmetal Industries, Inc.,
Horsham, Pennsylvania.
A. Brent O'Brien 62 Director of the Bank since 1996; President and owner 1998
of the insurance broker firm Bean, Mason & Eyer, Inc.,
Doylestown, Pennsylvania.
Samuel H. Ramsey, III 57 Director of the Bank since 1988; Owner of Samuel H. 1998
Ramsey, III, Certified Public Accountants since 1973.
</TABLE>
-------------
(1) As of June 30, 2000.
Director Nominations; Meetings of the Board of the Company
Nominations for director of the Company are made by the Board of Directors
of the Company. During the fiscal year ended June 30, 2000, the Board of
Directors of the Company met 14 times. No director of the Company attended fewer
than 75% of the aggregate of the total number of Board meetings held during the
period for which he/she has been a director and the total number of meetings
held by all committees of the Board on which he/she served during the periods
that he/she served except for Mr. Kremp who attended 73% of the meetings.
- 4 -
<PAGE>
Stockholder Nominations
Article II, Section 14 of the Bylaws governs nominations for election to
the Board of Directors and requires all such nominations, other than those made
by the Board of Directors or committee appointed by the Board, to be made at a
meeting of stockholders called for the election of directors, and only by a
stockholder who has complied with the notice provisions in that section.
Stockholder nominations must be made pursuant to timely notice in writing to the
secretary of the Company. Generally, to be timely, a stockholder's notice must
be made in writing and delivered to the secretary of the Company not later than
five (5) days prior to the date of the annual meeting of stockholders of the
Company. Upon delivery, such nominations shall be posted in a conspicuous place
in each office of the Company. Any such nomination by a stockholder must be
delivered or received no later than the close of business on November 4, 2000.
Executive Officers Who Are Not Directors
Set forth below is information with respect to the principal occupations
during the last five years for the three executive officers of the Company and
the Bank who do not serve as directors of the Company.
<TABLE>
<CAPTION>
Name Age (1) Principal Occupation During the Past Five Years
---------------------- ---------- ---------------------------------------------------------------------------
<S> <C> <C>
Thomas M. Fewer 48 Senior Vice President of the Company; Senior Vice President and Senior
Lending Officer of the Bank since 1997; and prior thereto, served as Vice
President and Senior Lending Officer of the Bank.
Christopher E. Bell 42 Senior Vice President and Chief Financial Officer of the Company and the
Bank since July 2000; previously, Vice President and Controller of the Bank;
and prior thereto, served as Assistant Vice President of the Bank.
John T. Powers 50 Senior Vice President and Corporate Secretary of the Company; Senior Vice
President, Community Banking and Corporate Secretary of the Bank since
1997; and prior thereto, Vice President and Corporate Secretary of the Bank.
</TABLE>
-------------
(1) As of June 30, 2000.
Compliance with Section 16(a) of the 1934 Act
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), requires the officers and directors, and persons who own more than
10% of the Company's Common Stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the Nasdaq National
Market. Officers, directors and greater than 10% stockholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they
file. The Company knows of no person who owns 10% or more of the Company's
Common Stock other than Willow Grove Mutual Holding Company which owns 55.2% of
the Company's outstanding stock.
Based solely on review of the copies of such forms furnished to the
Company, or written representations from its officers and directors, the Company
believes that during, and with respect to, the fiscal year ended June 30, 2000,
the Company's officers and directors complied in all respects with the reporting
requirements promulgated under Section 16(a) of the 1934 Act.
- 5 -
<PAGE>
Committees
The Board of Directors has established the following committees, among
others:
Audit Committee. The primary purpose of the Audit Committee, as set forth
in the committee's charter, is to assist the Board of Directors in fulfilling
its fiduciary responsibilities relating to corporate accounting and reporting
practices. The Audit Committee reviews with management and the independent
auditors the systems of internal control, reviews the annual financial
statements, including the Form 10-K and monitors the Company's adherence in
accounting and financial reporting to generally accepted accounting principles.
The Audit Committee is comprised of three or more outside directors; and the
current members of the Audit Committee are Messrs. Hull, Weihenmayer and Kirk,
who is Chairman of the committee. The Audit Committee met four times in fiscal
2000.
Compensation and Benefits Committee. It is the responsibility of the
Compensation and Benefits Committee of the Board of Directors ("Compensation
Committee") to institute a program which effectively provides incentive for
executive management to lead the Company to its full potential. In July 1999,
directors appointed to this committee were Messrs. Langan, Hull and O'Brien. No
member of the Compensation Committee is a current officer or employee of the
Company, the Bank or any of its subsidiaries. The report of the Compensation
Committee with respect to compensation and benefits for the Chief Executive
Officer and all other executive officers is set forth below. The Compensation
Committee met four times in fiscal 2000.
Report of the Compensation Committee
The Compensation Committee's principal responsibility is to assist the
Company and the Bank by implementing and overseeing a plan that provides
incentive for executive management to help ensure the Company reaches its full
potential. Efforts include assistance in recruiting and retaining qualified
management, motivating its executives to achieve goals as outlined in the
Company's business plan, and ensuring that appropriate executive compensation is
aligned with the Company's overall objective of enhancing stockholder value.
Senior management of the Company and Bank consist of a Chief Executive
Officer, and three Senior Officers, as follows: Senior Vice President-Chief
Financial Officer, Senior Vice President-Chief Lending Officer, and Senior Vice
President-Community Banking/Corporate Secretary. Some of the factors considered
in establishing base salary levels for these executives included the financial
performance of the Company, including net income and various financial ratios,
and the additional responsibilities associated with being a public company. The
Compensation Committee also reviewed and approved salary increases and bonuses
as recommended by the Bank's senior officers for the Bank's other officers and
employees.
The Compensation Committee increased Mr. Marcell's base salary by $15,000,
or 9.0% to $182,000 for the fiscal year 2000, and provided for an average 16.0%
salary increase for the three other senior officers. All issues pertaining to
executive compensation are submitted to the full Board of Directors for their
approval. No officer or employee participated in the review of his or her
respective compensation.
William W. Langan, Chairman
Lewis W. Hull, Director
A. Brent O'Brien, Director
- 6 -
<PAGE>
MANAGEMENT COMPENSATION
Summary Compensation Table
The following table sets forth a summary of certain information concerning
the compensation paid by the Bank (including amounts deferred to future periods
by the officers) for services rendered in all capacities during the fiscal years
ended June 30, 2000, 1999 and 1998 to the President and Chief Executive Officer
of the Bank and the three other officers of the Bank whose compensation exceeded
$100,000. The Company has not paid separate compensation to officers and
directors.
<TABLE>
<CAPTION>
===================================================================================================================================
Annual Compensation Long Term Compensation
---------------------------------------------------------------------------
Awards Payouts
---------------------------------------
Other Restricted Securities All Other
Name and Fiscal Annual Stock Underlying LTIP Compensation
Principal Position Year Salary Bonus Compensation Awards(3) Options Payouts (6)(7)(8)
(2)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Frederick A. Marcell, Jr. (1) 2000 $182,000 $31,500 $ -- $162,500(4) 16,800 -- $24,238
President and Chief 1999 167,000 27,500 20,043 -- -- -- 17,213
Executive Officer 1998 142,000 21,675 -- -- -- -- 15,250
-----------------------------------------------------------------------------------------------------------------------------------
Thomas M. Fewer 2000 107,500 18,000 -- 84,870(5) 11,200 -- 17,164
Senior Vice President and 1999 92,500 19,500 -- -- -- -- 11,475
Senior Lending Officer 1998 87,500 13,977 -- -- -- -- 10,785
-----------------------------------------------------------------------------------------------------------------------------------
John J. Foff, Jr 2000 107,500 20,000 -- 84,870(5)(9) 11,200 -- 17,552
Senior Vice President, 1999 92,500 19,500 -- -- -- -- 11,475
Chief Financial Officer and 1998 87,500 13,977 -- -- -- -- 10,785
Treasurer (9)
-----------------------------------------------------------------------------------------------------------------------------------
John T. Powers 2000 107,500 18,000 -- 84,870(5) 11,200 -- 17,164
Senior Vice President, 1999 92,500 19,500 -- -- -- -- 10,802
Community Banking and 1998 87,500 13,977 -- -- -- -- 9,927
Corporate Secretary
===================================================================================================================================
</TABLE>
---------------
(1) In fiscal 1998, the Bank adopted a supplemental executive retirement plan
("SERP") for the benefit of Mr. Marcell. The Bank accrued $234,000 with
respect to such SERP in fiscal 1998, $18,000 in fiscal 1999 and $18,000 in
fiscal 2000.
(2) Excluding the amount paid Mr. Marcell in fiscal 1999, in the opinion of
management of the Bank, the costs to the Bank of providing such benefits
to the named executive officers during the years ended June 30, 2000, 1999
and 1998 did not exceed the lesser of $50,000 or 10% of the total annual
salary and bonus reported for the individual. In fiscal 1999, the Bank
awarded perquisites and other personal benefits to Mr. Marcell including
$7,718 for health insurance and a supplemental life insurance premium of
$7,435.
(3) Reflects the value of shares of restricted stock granted pursuant to the
Recognition and Retention Plan (the "RRP"). Such restricted stock vests
over five years, 20% per year from the date of the grant. Dividends paid
on the restricted Common Stock are held in the RRP Trust and paid to the
recipient when the restricted stock is earned.
(4) Represents the grant of 17,931 shares of restricted Common Stock in fiscal
2000 pursuant to the RRP, which had a fair market value of $179,310 at
June 30, 2000.
(Footnotes continued on following page)
- 7 -
<PAGE>
(Footnotes continued from previous page)
(5) Represents the grant of 9,365 shares of restricted Common Stock in fiscal
2000 pursuant to the RRP, which had a fair market value of $93,650 at June
30, 2000.
(6) Under the Bank's 401(k) profit sharing plan for fiscal 2000, $5,375 was
allocated to each of the accounts of Messrs. Marcell, Fewer, Foff and
Powers.
(7) Under the Bank's money purchase pension plan in fiscal 2000, $12,000,
$7,500, $7,500 and $7,500 was allocated to the accounts of Messrs.
Marcell, Fewer, Foff and Powers, respectively.
(8) Represents the fair market value on June 30, 2000 ($10.00) of the 686,
429, 468 and 429 shares allocated to the ESOP accounts of Messrs. Marcell,
Fewer, Foff and Powers, respectively during fiscal 2000.
(9) Mr. Foff resigned effective July 28, 2000, at which time Mr. Foff's
unvested restricted stock awards were canceled.
Employment Agreements
In connection with the Reorganization, the Bank (the "Employer") entered
into employment agreements with each of Messrs. Marcell, Fewer and Powers (the
"Executives"), which agreements superseded existing employment agreements with
such persons. The Employer agreed to employ Mr. Marcell for a term of two years
and Messrs. Fewer and Powers for a term of one year, in each case in their
current respective positions. The agreements with the Executives are at their
current salary levels. The Executives' compensation and expenses shall be paid
by the Bank in the same proportion as the time and services actually expended by
the Executives on behalf of the Employer. With respect to the Executives, the
employment agreements are reviewed annually by the Board of Directors of the
Employer. The term of the Executives' employment agreements shall be extended
annually for a successive additional one-year period unless the Bank provides
notice not less than 30 days prior to such date, not to extend the employment
term.
Each of the employment agreements is terminable with or without cause by
the Employer. The Executives have no right to compensation or other benefits
pursuant to the employment agreements for any period after voluntary termination
or termination by the Employer for cause, disability, retirement or death. In
the event that (i) the Executive terminates his employment because of failure to
comply with any material provision of the employment agreement by the Employer
or the Employer changes the Executive's title or duties or (ii) the employment
agreement is terminated by the Employer other than for cause, disability,
retirement or death or by the executive as a result of certain adverse actions
which are taken with respect to the executive's employment following a change in
control of the Company, as defined, the Executives will be entitled to a cash
severance amount equal to their base salary plus bonus received in the prior
year, multiplied by the number of years in the initial term of the employment
agreement (two in the case of Mr. Marcell and one in the case of the other
Executives).
A change in control is generally defined in the employment agreements to
include any change in control of the Company required to be reported under the
federal securities laws, as well as (i) the acquisition by any person of 20% or
more of the Company's outstanding voting securities and (ii) a change in a
majority of the directors of the Company during any three-year period without
the approval of at least two-thirds of the persons who were directors of the
Company at the beginning of such period.
Although the above-described employment agreements could increase the cost
of any acquisition of control of the Company, management of the Company does not
believe that the terms thereof would have a significant anti- takeover effect.
The Company and/or the Bank may determine to enter into similar employment
agreements with other officers of the Company and/or the Bank in the future.
- 8 -
<PAGE>
Directors' Compensation. Members of the Bank's Board of Directors, except
for Mr. Marcell, receive $1,000 per Board meeting held and $500 per committee
meeting attended, except members of the Audit Committee who receive $700. The
Chairman of the Board of Directors receives $1,500 per Board meeting and the
chairman of each committee receives $600 per committee meeting, except the
chairman of the Audit Committee who received $800 per meeting. To receive such
compensation, directors may not be absent for more than two Board meetings.
Unattended committee meetings are not compensated. Board fees are subject to
periodic adjustment by the Board of Directors.
In 1998, the Company adopted a non-qualified retirement plan for the
Bank's non-employee directors. Assuming the completion of ten years of service,
this plan provides for fixed annual payments at retirement of $12,000 a year for
a period of ten years. After six years, the individual director becomes 20%
vested with the vesting benefit increasing by 20% per year through year ten.
This plan provided credit for years of service prior to the plan's adoption.
Money Purchase Plan. The Bank maintains a Money Purchase Plan (the
"Retirement Plan") which provides retirement benefits for all full-time
employees who have attained the age of 21 and have completed one year of service
with the Bank. The Retirement Plan is a tax-qualified money purchase plan
pursuant to which the Bank's contributions are fixed based upon the compensation
of each participant. For each participant, the Bank's contribution is an amount
equal to 7.5% of the participant's base salary. With the consent of the
Retirement Plan's administrator, the Retirement Plan may also accept rollover
contributions from employees. Messrs. Marcell, Fewer and Powers are trustees of
the Retirement Plan. A participant's account balance becomes 100% vested after
completion of seven years of service. A participant also becomes 100% vested in
his account balance in the event of death, disability or retirement. Normal
retirement age under the Retirement Plan is 65. Retirement expense is funded as
accrued and amounted to $222,000 for fiscal 2000, $193,000 for fiscal year 1999
and $182,000 for fiscal year 1998.
Supplemental Executive Retirement Plan. The Bank adopted a supplemental
executive retirement plan ("SERP") in fiscal 1998 in order to supplement the
retirement benefits payable to Mr. Marcell pursuant to the Bank's qualified
plans. The SERP provides for payments for a period of ten years beginning at
retirement based on a percentage of annual cash compensation. Assuming Mr.
Marcell remains in the Bank's employ at age 68, the SERP provides for an annual
benefit equal to 50% of his annual cash compensation. In the event that Mr.
Marcell retires prior to age 68, his benefit will be reduced in increments of 5%
per year. The Bank accrued $18,000, $18,000 and $234,000 on a pre-tax basis,
$11,000, $11,000 and $144,000 after tax, for the years ended June 30, 2000, 1999
and 1998, respectively, which included estimated costs for past service.
Transactions With Certain Related Persons
In accordance with applicable federal laws and regulations, the Bank
offers mortgage loans to its directors, officers and employees as well as
members of their immediate families for the financing of their primary
residences and certain other loans. These loans are generally made on
substantially the same terms as those prevailing at the time for comparable
transactions with non-affiliated persons. It is the belief of management that
these loans neither involve more than the normal risk of collectibility nor
present other unfavorable features.
Section 22(h) of the Federal Reserve Act generally provides that any
credit extended by a savings institution, such as the Bank, to its executive
officers, directors and, to the extent otherwise permitted, principal
stockholder(s), or any related interest of the foregoing, must be on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions by the savings institution
with non-affiliated parties; unless the loans are made pursuant to a benefit or
compensation program that (i) is widely available to employees of the
institution and (ii) does not give preference to any director, executive officer
or principal stockholder, or certain affiliated interests of either, over other
employees of the savings institution, and must not involve more than the normal
risk of repayment or present other unfavorable features.
- 9 -
<PAGE>
Fiscal Year Option Values
The following table sets forth, with respect to each executive officer
named in the Summary Compensation Table, information with respect to stock
options granted during fiscal 2000.
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term(4)
--------------------------------------------------------------------------------------------------- ------------------------------
Number of Percent of Total
Securities Options Granted Exercise
Underlying to Employees in Price Expiration
Name Options Granted(1) Fiscal Year(2) ($/Sh)(3) Date 5% 10%
----------------------- ------------------ --------------- --------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Frederick A. Marcell, Jr. 16,800 7.5% $9.0625 10/26/09 $95,749 $242,647
Thomas M. Fewer 11,200 6.7 9.0625 10/26/09 63,833 161,765
John J. Foff, Jr.* 11,200 6.7 9.0625 10/26/09 * *
John T. Powers 11,200 6.7 9.0625 10/26/09 63,833 161,765
</TABLE>
------------
* Mr. Foff resigned effective July 28, 2000, at which time the options
granted to Mr. Foff expired.
(1) None of the indicated awards were accompanied by stock appreciation
rights.
(2) Percentage of options granted to all employees and directors during fiscal
2000.
(3) The exercise price was based on the market price of the Common Stock on
the date of the grant.
(4) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. The gains shown are net of the option exercise
price, but do not include deductions for taxes or other expenses
associated with the exercise of the option or the sale of the underlying
shares. The actual gains, if any, on the exercise of stock options will
depend, in part, on the future performance of the Common Stock, the option
holder's continued employment throughout the option period, and the date
on which the options are exercised.
Fiscal Year-End Option Values
The following table sets forth, with respect to each executive officer
named in the Summary Compensation Table, information with respect to the number
of options held at the end of the fiscal year and the value with respect
thereto.
<TABLE>
<CAPTION>
Number of Value of Unexercised
Unexercised Options in the Money Options
at Fiscal Year End Fiscal Year End(1)
------------------------------------ ---------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
------------------------- ------------- ---------------- ------------- ----------------
<S> <C> <C> <C> <C>
Frederick A. Marcell, Jr. -- 16,800 $ -- $15,750
Thomas M. Fewer -- 11,200 -- 10,500
John J. Foff, Jr. (2) -- 11,200 -- 10,500
John T. Powers -- 11,200 -- 10,500
</TABLE>
------------
(1) Calculated by determining the difference between the fair market value of
the Common Stock underlying the options at June 30, 2000 ($10.00) and the
exercise price of the options.
(2) Mr. Foff resigned effective July 28, 2000, at which time the options
granted to Mr. Foff expired.
- 10 -
<PAGE>
Performance Graph
The following graph demonstrates comparison of the cumulative total
returns for the Common Stock of the Company, the NASDAQ Composite Index and the
SNL Securities Thrift Index for the period commencing on December 24, 1998, the
day the Common Stock began trading on the Nasdaq, to the close of trading on
June 30, 2000.
Willow Grove Bancorp, Inc.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Period Ending
-------------------------------------------------------------------------------------
Index 12/24/98 12/31/98 3/31/99 6/30/99 9/30/99 12/31/99 3/31/00 6/30/00
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Willow Grove Bancorp, Inc. $100.00 $101.84 $ 95.70 $ 98.33 $ 90.99 $ 89.97 $ 86.44 $102.80
NASDAQ* 100.00 101.36 113.67 124.47 127.49 188.43 211.55 183.87
SNL Thrift Index 100.00 104.71 105.44 104.18 91.74 85.54 83.59 87.62
</TABLE>
------------
* Source: CRSP, Center for Research in Security Prices, Graduate School of
Business, The University of Chicago 1999. Used with permission. All rights
reserved.
** Source: SNL Securities, LC
The above graph represents $100 invested in the Common Stock at $10.00 per
share on December 24, 1998, the date it commenced trading on the Nasdaq. The
cumulative total returns include the payment of dividends by the Company.
- 11 -
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) each person or
entity, including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), who or which was
known to the Company to be the beneficial owner of more than 5% of the issued
and outstanding Common Stock, (ii) the directors of the Company, (iii) certain
executive officers of the Company; and (iv) all directors and executive officers
of the Company as a group.
Amount and Nature
Name of Beneficial of Beneficial
Owner or Number of Ownership as of Percent of
Persons in Group September 21, 2000(1) Common Stock
-------------------- --------------------- ------------
Willow Grove Mutual Holding Company
Welsh & Norristown Roads
Maple Glen, Pennsylvania 19002 2,812,974 55.2%
Directors:
Lewis W. Hull 26,081(2)(3) *
J. Ellwood Kirk 19,081(2)(4) *
Charles F. Kremp, 3rd 16,081(2)(3) *
William W. Langan 21,721(2)(5) *
Rosemary C. Loring 1,000 *
Frederick A. Marcell, Jr 52,627(6) 1.0%
A. Brent O'Brien 21,081(2)(3)(7) *
Samuel H. Ramsey, III 31,981(2)(3)(8) *
William B. Weihenmayer 33,581(2)(3) *
Other Executive Officers:
Christopher E. Bell 16,491(9) *
Thomas M. Fewer 40,533(10) *
John T. Powers 19,634(11) *
All Directors and Executive Officers of the
Company as a group (12 persons) 299,892 5.9%
------------
* Represents less than 1% of the outstanding stock.
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals. Under regulations promulgated
pursuant to the Exchange Act, shares of Common Stock are deemed to be
beneficially owned by a person if he or she directly or indirectly has or
shares (i) voting power, which includes the power to vote or to direct the
voting of the shares, or (ii) investment power, which includes the power
to dispose or to direct the disposition of the shares. Unless otherwise
indicated, the named beneficial owner has sole voting and dispositive
power with respect to the shares.
(2) Includes 4,481 shares held in the Recognition and Retention Plan Trust
("Recognition Plan") and allocated to the accounts of the directors.
(3) Includes 1,600 shares which may be acquired upon the exercise of stock
options exercisable within sixty (60) days of the Voting Record Date.
(Footnotes continue on following page)
- 12 -
<PAGE>
(Footnotes continued from previous page)
(4) Includes 3,000 shares held by Mr. Kirk's spouse.
(5) Includes 15,000 shares held by Mr. Langan's spouse and 2,240 shares which
may be acquired upon the exercise of stock options exercisable within
sixty (60) days of the Voting Record Date.
(6) Includes 350 shares held by Mr. Marcell's children, 30,000 shares held in
Mr. Marcell's account in the Bank's (401)(k) retirement plan, 17,931
shares held in the Recognition Plan allocated to Mr. Marcell, 3,360 shares
which may be acquired upon the exercise of stock options exercisable
within sixty (60) days of the Voting Record Date, 686 shares which have
been allocated to Mr. Marcell's account in the Company's Employee Stock
Ownership Plan ("ESOP") and Mr. Marcell disclaims beneficial ownership of
300 shares held by Mr. Marcell's spouse in her IRA account.
(7) Includes 15,000 shares held jointly with Mr. O'Brien's spouse.
(8) Includes 7,400 shares held in a trust for which Mr. Ramsey is a
beneficiary.
(9) Includes 1,800 shares held jointly with Mr. Bell's spouse, 1,500 shares
held by Mr. Bell's children, 4,869 shares held in Mr. Bell's account in
the Bank's 401(k) retirement plan, 800 shares which may be acquired upon
the exercise of stock options exercisable within sixty (60) days of the
Voting Record Date, 317 shares which have been allocated to Mr. Bell's
account in the ESOP and 4,621 shares held in the Recognition Plan
allocated to Mr. Bell.
(10) Includes 10,000 shares held jointly with Mr. Fewer's spouse, 1,000 shares
held by Mr. Fewer's children, 17,499 shares held in Mr. Fewer's account in
the Bank's 401(k) retirement plan, 2,240 shares which may be acquired upon
the exercise of stock options exercisable within sixty (60) days of the
Voting Record Date, 429 shares which have been allocated to Mr. Fewer's
account in the ESOP and 9,365 shares held in the Recognition Plan
allocated to Mr. Fewer.
(11) Includes 1,500 shares held jointly with Mr. Power's spouse, 100 shares
held by Mr. Powers' children, 6,000 shares held in Mr. Powers' account in
the Bank's 401(k) retirement plan, 2,240 shares which may be acquired upon
the exercise of stock options exercisable within sixty (60) days of the
Voting Record Date, 429 shares which have been allocated to Mr. Power's
account in the ESOP and 9,365 shares held in the Recognition Plan
allocated to Mr. Powers.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed KPMG LLP, independent
certified public accountants, to perform the audit of the Company's financial
statements for the year ending June 30, 2001, and further directed that the
selection of auditors be submitted for ratification by the stockholders at the
Annual Meeting.
The Company has been advised by KPMG LLP that neither that firm nor any of
its associates has any relationship with the Company or its subsidiaries other
than the usual relationship that exists between independent certified public
accountants and clients. KPMG LLP will have one or more representatives at the
Annual Meeting who will have an opportunity to make a statement, if they so
desire, and will be available to respond to appropriate questions.
The Board of Directors recommends that you vote FOR the ratification of
the appointment of KPMG LLP as independent auditors for the fiscal year ending
June 30, 2001.
- 13 -
<PAGE>
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in October 2001, must be received at
the principal executive offices of the Company, Welsh & Norristown Roads, Maple
Glen, Pennsylvania 19002, Attention: John T. Powers, Corporate Secretary, no
later than June 8, 2001. If such proposal is in compliance with all of the
requirements of Rule 14a-8 under the 1934 Act, it will be included in the proxy
statement and set forth on the form of proxy issued for such annual meeting of
stockholders. It is urged that any such proposals be sent certified mail, return
receipt requested.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the 1934 Act may be
brought before an annual meeting pursuant to Article II Section 15 of the
Company's Bylaws.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year ended
June 30, 2000 accompanies this Proxy Statement. Such annual report is not part
of the proxy solicitation materials.
Upon receipt of a written request, the Company will furnish to any
stockholder without charge a copy of the Company's Annual Report on Form 10-K
for fiscal 2000 required to be filed with the Commission under the Exchange Act.
Such written requests should be directed to Mr. Christopher E. Bell, Chief
Financial Officer, Willow Grove Bancorp, Inc., Welsh & Norristown Roads, Maple
Glen, Pennsylvania 19002. The Form 10-K is not part of the proxy solicitation
materials.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than the matters described above in this Proxy Statement. However, if any
other matters should properly come before the meeting, it is intended that the
proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of 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 the proxy
materials to the beneficial owners of the Company's Common Stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John T. Powers
John T. Powers
Corporate Secretary
October 6, 2000
- 14 -
<PAGE>
REVOCABLE PROXY
WILLOW GROVE BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WILLOW
GROVE BANCORP, INC. FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
NOVEMBER 9, 2000 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of Willow Grove
Bancorp, Inc. (the "Company"), or any successors thereto, as proxies with full
powers of substitution, to represent and vote, as designated below, all the
shares of Common Stock of the Company held of record by the undersigned on
September 21, 2000 at the Annual Meeting of Stockholders to be held in the
Fairway Room at North Hills Country Club, located at 99 Station Avenue, North
Hills, Pennsylvania on Thursday, November 9, 2000, at 11:00 a.m., Eastern Time,
and any adjournment thereof.
1. The election as directors of all nominees listed (except as marked to the
contrary below):
|_| FOR |_| WITHHOLD |_| FOR ALL EXCEPT
Nominees for three-year term expiring in 2003: Lewis W. Hull, Charles F. Kremp,
3rd and Rosemary C. Loring, Esq.
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
___________________________________
2. PROPOSAL TO RATIFY THE APPOINTMENT by the Board of Directors of KPMG LLP as
the Company's independent auditors for the year ending June 30, 2001.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
The Board of Directors recommends that you vote "FOR" all of the nominees listed
above and "FOR" the ratification of KPMG LLP.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE
COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES TO
THE BOARD OF DIRECTORS, FOR RATIFICATION OF THE COMPANY'S INDEPENDENT AUDITORS,
AND OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY
TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
Dated: _________________________, 2000
_______________________________
_______________________________
Signatures
Please sign this proxy exactly as your names(s) appear(s) on this proxy. When
signing in a representative capacity, please give title. When shares are held
jointly, only one holder need sign.
--------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
<PAGE>
401(K)/ESOP VOTING INSTRUCTION BALLOT
WILLOW GROVE BANCORP, INC.
The undersigned hereby instructs the Trustees of the 401(k)/Employee Stock
Ownership Plan ("401(k)/ESOP") of Willow Grove Bank to vote, as designated
below, all the shares of Common Stock of Willow Grove Bancorp, Inc. (the
"Company") allocated to my accounts pursuant to the 401(k)/ESOP as of September
21, 2000 at the Annual Meeting of Shareholders to be held in the Fairway Room at
North Hills Country Club located at 99 Station Avenue, North Hills,
Pennsylvania, on Thursday, November 9, 2000, at 11:00 a.m., Eastern Time, and
any adjournment thereof.
1. ELECTION OF DIRECTORS FOR THREE-YEAR TERM
|_| FOR |_| WITHHOLD |_| FOR ALL EXCEPT
Nominees for three-year term expiring in 2003: Lewis W. Hull, Charles F. Kremp,
3rd and Rosemary C. Loring, Esq.
Instruction: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
___________________________________
2. PROPOSAL TO RATIFY THE APPOINTMENT by the Board of Directors of KPMG LLP as
the Company's independent auditors for the fiscal year ending June 30, 2001.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In its discretion, the Trustee is authorized to vote upon such other business
as may properly come before the meeting.
The Company's Board of Directors recommends a vote FOR the Board's
nominees for director and FOR Proposal 2. Such votes are hereby solicited by the
Company's Board of Directors.
Dated: _________________________, 2000
_______________________________
Signature
If you return this card properly signed but you do not otherwise specify, shares
will be voted for the Board of Directors' nominees for director and for Proposal
2. If you do not return this card, your shares will be voted by the Trustees in
the same proportion as all allocated shares under the 401(k)/ESOP are voted.
<PAGE>
[LETTERHEAD OF WILLOW GROVE BANCORP, INC.]
October 6, 2000
To: Participants in the Company's 401(k)/Employee Stock Ownership Plan
As described in the attached materials, proxies are being solicited in
connection with the proposals to be considered at the upcoming Annual Meeting of
Shareholders of Willow Grove Bancorp, Inc. (the "Company"). We hope you will
take advantage of the opportunity to direct the manner in which shares of Common
Stock of the Company allocated to your accounts pursuant to the 401(k)/Employee
Stock Ownership Plan ("401(k)/ESOP") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the
matters to be voted upon, the Annual Report to Stockholders and a voting
instruction ballot, which will permit you to vote the shares in your account.
After you have reviewed the Proxy Statement, we urge you to vote your restricted
shares held pursuant to the 401(k)/ESOP by marking, dating, signing and
returning the enclosed voting instruction ballot to the administrator of the
401(k)/ESOP. The Plan Administrator will certify the totals to the 401(k)/ESOP
Trustees for the purpose of having those shares voted by the Trustees.
We urge each of you to vote, as a means of participating in the governance
of the affairs of the Company. If your voting instructions for the 401(k)/ESOP
are not received, the shares allocated to your accounts will be voted in the
same proportion as all allocated shares under the 401(k)/ESOP are voted. While I
hope that you will vote in the manner recommended by the Board of Directors, the
most important thing is that you vote in whatever manner you deem appropriate.
Please take a moment to do so.
Please note that the enclosed material relates only to those shares which
have been allocated to you under the 401(k)/ESOP. If you also own shares of
Company Common Stock outside of the 401(k)/ESOP, you will receive other voting
material for those shares owned by you individually and not under the
401(k)/ESOP. Please return all your voting material so that all your shares may
be voted.
Sincerely,
/s/ Frederick A. Marcell, Jr.
Frederick A. Marcell, Jr.
President and Chief Executive Officer
<PAGE>
RECOGNITION PLAN VOTING INSTRUCTION BALLOT
WILLOW GROVE BANCORP, INC.
The undersigned hereby instructs the Trustee of the Recognition and Retention
Plan and Trust ("Recognition Plan") of Willow Grove Bancorp, Inc. (the
"Company") to vote, as designated below, all the shares of Common Stock of the
Company granted pursuant to the Recognition Plan to the undersigned as of
September 21, 2000 at the Annual Meeting of Shareholders to be held in the
Fairway Room at North Hills Country Club located at 99 Station Avenue, North
Hills, Pennsylvania, on Thursday, November 9, 2000, at 11:00 a.m., Eastern Time,
and any adjournment thereof.
1. ELECTION OF DIRECTORS FOR THREE-YEAR TERM
|_| FOR |_| WITHHOLD |_| FOR ALL EXCEPT
Nominees for three-year term expiring in 2003: Lewis W. Hull, Charles F. Kremp,
3rd and Rosemary C. Loring, Esq.
Instruction: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
___________________________________
2. PROPOSAL TO RATIFY THE APPOINTMENT by the Board of Directors of KPMG LLP as
the Company's independent auditors for the year ending June 30, 2001.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In its discretion, the Trustee is authorized to vote upon such other business
as may properly come before the meeting.
The Company's Board of Directors recommends a vote FOR the Board's
nominees for director and FOR Proposal 2. Such votes are hereby solicited by the
Company's Board of Directors.
Dated: _________________________, 2000
_______________________________
Signature
If you return this card properly signed but you do not otherwise specify, shares
will be voted for the Board of Directors' nominees for director and for Proposal
2. If you do not return this card, your shares will not be voted.
<PAGE>
[LETTERHEAD OF WILLOW GROVE BANCORP, INC.]
October 6, 2000
To: Persons Granted Restricted Stock Under the Company's Recognition and
Retention Plan
As described in the attached materials, proxies are being solicited in
connection with the proposals to be considered at the upcoming Annual Meeting of
Shareholders of Willow Grove Bancorp, Inc. (the "Company"). We hope you will
take advantage of the opportunity to direct the manner in which shares of
restricted Common Stock of the Company granted to you pursuant to the
Recognition and Retention Plan and Trust ("Recognition Plan") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the
matters to be voted upon, the Annual Report to Stockholders and a voting
instruction ballot, which will permit you to vote the restricted shares granted
to you. After you have reviewed the Proxy Statement, we urge you to vote your
restricted shares held pursuant to the Recognition Plan by marking, dating,
signing and returning the enclosed voting instruction ballot to the
administrators of the Recognition Plan. The Plan Administrators will certify the
totals to the Trustee of the Recognition Plan for the purpose of having those
shares voted by the Trustee.
We urge each of you to vote, as a means of participating in the governance
of the affairs of the Company. If your voting instructions for the shares held
in the Recognition Plan are not received, the shares will not be voted. While I
hope that you will vote in the manner recommended by the Board of Directors, the
most important thing is that you vote in whatever manner you deem appropriate.
Please take a moment to do so.
Please note that the enclosed material relates only to those shares which
have been granted to you under the Recognition Plan. You will receive other
voting material for those shares owned by you individually and not under the
Recognition Plan.
Sincerely,
/s/ Frederick A. Marcell, Jr.
Frederick A. Marcell, Jr.
President and Chief Executive Officer
