<PAGE>
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
WSFS FINANCIAL CORP.
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
WSFS FINANCIAL CORP.
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:*
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
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*Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_______________________________________________
2) Form Schedule or Registration Statement No.:__________________________
3) Filing Party:_________________________________________________________
4) Date Filed:___________________________________________________________
<PAGE>
WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware
(302) 792-6000
March 25, 1996
Dear Stockholder:
I am pleased to invite you to attend the Annual Meeting of Stockholders
of WSFS Financial Corporation (the "Company"), to be held at Arsht Hall,
University of Delaware, Wilcastle Center, 2600 Pennsylvania Avenue, Wilmington,
Delaware on Thursday, April 25, 1996 at 4:00 p.m. At this meeting, stockholders
will be asked to consider a proposal to elect Directors.
Your vote is important for the approval of this proposal regardless of
how many shares of Company stock you own. If you hold stock in more than one
account or name, you will receive a proxy card for each account. Please sign and
return each card since each represents a separate number of shares. Postage paid
envelopes are provided for your convenience.
You are cordially invited to attend the Annual Meeting. REGARDLESS OF
WHETHER YOU PLAN TO ATTEND, WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. This will not prevent you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting.
Sincerely,
/S/ Marvin N. Schoenhals
------------------------------
Marvin N. Schoenhals
Chairman, President and
Chief Executive Officer
<PAGE>
WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on April 25, 1996
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of WSFS
Financial Corporation (the "Company") will be held at Arsht Hall, University of
Delaware, Wilcastle Center, 2600 Pennsylvania Avenue, Wilmington, Delaware, on
Thursday, April 25, 1996, at 4:00 p.m., for the purpose of considering and
acting upon the following:
1. Election of three directors for terms of three years each.
2. Such other matters as may properly come before the meeting
or any adjournment thereof.
Any action may be taken on any one of the foregoing proposals at the
Annual Meeting on the date specified above or any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned. The Board of
Directors has fixed the close of business on March 15, 1996, as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting and any adjournment thereof.
A complete list of stockholders entitled to vote at the Annual Meeting
will be open for examination by any stockholder for any purpose germane to the
Annual Meeting during ordinary business hours at the Company's main office
during the ten days prior to the Annual Meeting.
You are requested to fill in and sign the enclosed form of proxy which
is solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Annual
Meeting.
By Order of the Board of Directors,
/S/ R. William Abbott
------------------------------------
R. William Abbott
Executive Vice President,
Chief Financial Officer & Secretary
March 25, 1996
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
- -------------------------------------------------------------------------------
<PAGE>
WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
(302) 792-6000
PROXY STATEMENT
Annual Meeting of Stockholders to be Held on April 25, 1996
This Proxy Statement and the accompanying proxy card are being
furnished to stockholders of WSFS Financial Corporation (the "Company") by the
Board of Directors in connection with the solicitation of proxies for use at the
Annual Meeting of Stockholders of the Company to be held on April 25, 1996, and
at any adjournments thereof (the "Annual Meeting"). This Proxy Statement and the
accompanying proxy card are first being mailed to stockholders on or about March
25, 1996.
VOTING AND REVOCABILITY OF PROXIES
Proxies solicited by the Board of Directors of the Company will be
voted in accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted FOR the nominees for directors as set forth
below. The proxy confers discretionary authority on the persons named therein to
vote with respect to the election of any person as a director where the nominee
is unable to serve or for good cause will not serve, and with respect to matters
incident to the conduct of the Annual Meeting. If any other business is
presented at the Annual Meeting, proxies will be voted by those names therein in
accordance with the determination of a majority of the Board of Directors.
Proxies marked as abstentions will not be counted as votes cast. In addition,
shares held in street name which have been designated by brokers on proxy cards
as not voted will not be counted as votes cast. Proxies marked as abstentions or
as broker no votes will be treated as shares present for purposes of determining
whether a quorum is present.
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by properly executed proxies
will be voted at the Annual Meeting and all adjournments thereof. Proxies may be
revoked by written notice to the Secretary of the Company at the address above
or by the filing of a later dated proxy prior to a vote being taken on the
proposal at the Annual Meeting. A proxy will not be voted if a stockholder
attends the Annual Meeting and votes in person. The presence of a stockholder at
the Annual Meeting will not revoke such stockholder's proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The securities entitled to vote at the Annual Meeting consist of the
Company's common stock, $.01 par value per share (the "Common Stock"). The close
of business on March 15, 1996 has been fixed as the record date for
determination of stockholders entitled to notice of and to vote at the Annual
Meeting (the "Record Date"). As of the Record Date, the Company had outstanding
14,386,598 shares of Common Stock, the holders of which are entitled to one vote
for each share of Common Stock held except in elections of directors, in which
holders have cumulative voting rights.
<PAGE>
Stock Ownership of Certain Beneficial Owners
Persons and groups beneficially owning in excess of 5% of the Common
Stock are required to file certain reports with respect to such ownership
pursuant to the Securities Exchange Act of 1934. The following table sets forth,
as of the Record Date, certain information as to those persons who have filed
the reports required of persons beneficially owning more than 5% of the Common
Stock or who were known to the Company to beneficially own more than 5% of the
Company's Common Stock outstanding at the Record Date.
Amount and Nature
of Beneficial Percent
Name Ownership (1) of Class
- ---- ----------------- --------
John W. Rollins, Sr. (2) 2,168,543 shares 14.95%
Thrift Investors, L.P. (3) 3,569,440 shares 24.81
(1) In accordance with Rule 13d-3 under the Securities Exchange Act of
1934, a person is deemed to be the beneficial owner, for purposes of
this table, of any shares of Common Stock if he or she has or shares
voting or investment power with respect to such Common Stock or has a
right to acquire beneficial ownership at any time within 60 days from
the Record Date. As used herein, "voting power" is the power to vote or
direct the voting of shares and "investment power" is the power to
dispose or direct the disposition of shares. Except as otherwise noted,
ownership is direct, and the named individuals and group exercise sole
voting power over the shares of the Common Stock.
(2) John W. Rollins, Sr. owns 2,009,143 shares of Common Stock individually
and has sole voting and investment power with respect to these shares.
The amount shown in the table includes 159,400 shares of Common Stock
owned by his wife, Michele M. Rollins, a director of the Company, who
has sole voting and investment power with respect to these shares. Mr.
and Mrs. Rollins have entered into an agreement with the Office of
Thrift Supervision of the U.S. Department of the Treasury ("OTS") for
the purpose of rebutting the regulatory presumption that they would be
in control of the Company by virtue of their ownership of more than 10%
of the Company's outstanding stock (the "Rebuttal Agreement"). The
Rebuttal Agreement limits Mr. and Mrs. Rollins to one representative on
the Board of Directors (which representative may not be the chairman of
the board or president of the Company) and one additional
representative who may attend meetings of the board of directors but
may not vote therein or function as a director; prohibits them from
engaging in intercompany transactions with the Company or its
affiliates; limits their ability to engage in proxy solicitations; and
prevents them from attempting to influence management policies or
business operations of the Company except as incident to the
performance of duties as a director. Under OTS regulations, Mr. and
Mrs. Rollins cannot take any of the foregoing actions or increase their
ownership above 25% without an additional filing with the OTS. The
address of Mr. Rollins is One Rollins Plaza, Post Office Box 1026,
Wilmington, Delaware 19899.
2
<PAGE>
(3) Thrift Investors, L.P. ("Thrift") is a limited partnership of which
Quad-C, Inc., a Delaware Corporation and investment management firm,
acts as general partner. Thrift and Quad-C, Inc. each exercise sole
voting and investment power of their shares. The President, principal
stockholder and sole director of Quad-C, Inc. is Terrence D. Daniels.
The other executive officers of Quad-C, Inc. are Edward T. Harvey, Vice
President, and R. Ted Weschler, Secretary/Treasurer. Mr. Weschler
serves as a director of the Company and the Bank. Messrs. Daniels,
Harvey and Weschler disclaim beneficial ownership of any shares held by
limited partnerships in which Quad-C, Inc. is the general partner.
Quad-C, Inc., Thrift, Mr. Daniels and certain other related parties
have also entered into an agreement with the OTS for the purpose of
rebutting the regulatory presumption that they would be in control of
the Company by virtue of the ownership by Quad-C, Inc. of more than 10%
of the Company's outstanding stock (the "Quad-C Rebuttal Agreement").
The Quad-C Rebuttal Agreement limits Quad-C, Inc., Thrift and other
parties who joined the Quad-C Rebuttal Agreement to one voting
representative on the Board of Directors (which representative may not
be the chairman of the board or president of the Company); prohibits
them from engaging in intercompany transactions with the Company or its
affiliates; limits their ability to engage in proxy solicitations; and
prevents them from attempting to influence management policies or
business operations of the Company except as incident to the
performance of duties as a director. Under OTS regulations, Quad-C,
Inc., Thrift and other parties who joined the Quad-C Rebuttal Agreement
cannot take any of the foregoing actions or increase their ownership
above 25% without an additional filing with the OTS. The business
address of Thrift Investors, L.P. is 230 East High Street,
Charlottesville, Virginia 22902.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Board of Directors is divided into three classes and the number of
directors is currently fixed by Board resolution at ten. The members of each
class are elected for a term of three years and until their successors are
elected and qualified; provided that in the event the number of directors has
been increased during the preceding year and such new directorships have been
filled by action of the Board of Directors, the terms of those newly appointed
directors expire at the annual meeting when the class to which they have been
elected expires. Each of the current members of the Board of Directors of the
Company also serves on the Board of Directors of the Company's principal
subsidiary, Wilmington Savings Fund Society, Federal Savings Bank ("WSFS" or the
"Bank"). In accordance with the Delaware General Corporation Law, directors of
the Company will be elected by a plurality vote of the outstanding shares of
Common Stock present in person or represented by proxy at the Annual Meeting.
Pursuant to the Certificate of Incorporation, every stockholder voting
for the election of directors is entitled to cumulate his votes by multiplying
his shares times the number of directors to be elected. Each stockholder will be
entitled to cast his votes for one director or distribute his votes among any
number of the nominees being voted on at the Annual Meeting. The Board of
Directors intends to vote the proxies solicited by it equally among the three
nominees for the Board of Directors. Stockholders may not cumulate their votes
on the form of proxy solicited by the Board of Directors. In order to cumulate
votes, stockholders must attend the meeting and vote in person or make
arrangements with their own proxies. Unless otherwise specified in the proxy,
however, the right is reserved, in the sole discretion of the Board of
Directors, to distribute votes among some or all of the nominees of the Board of
Directors in a manner other than equally so as to elect as directors the maximum
possible number of such nominees.
3
<PAGE>
At the Annual Meeting, three directors will be elected for terms of
three years each and until their successors have been elected and qualified. The
Board of Directors has nominated Charles G. Cheleden, Joseph R. Julian and Dale
E. Wolf, all of whom are currently directors, for election as directors at the
Annual meeting. If any nominee is unable to serve, the shares represented by all
properly executed proxies will be voted for the election of such substitute as
the Board of Directors may recommend or the Board of Directors may reduce the
number of authorized directors to eliminate the vacancy.
Directors and Nominees
The following table sets forth for each director and nominee, his or
her name, age (as of December 31, 1995), year first elected as a director of the
Company, year of expiration of his or her current term as a director, his or her
principal occupation for the last five years and his or her directorships in
other subsidiaries of the Company and in other companies:
<TABLE>
<CAPTION>
Year
First Current
Elected Term
Director to
Name Age of WSFS Expire Principal Occupation Directorships
- ---- --- -------- ------ -------------------- --------------
<S> <C> <C> <C> <C> <C>
NOMINEES FOR A TERM TO EXPIRE IN 1999
Charles G. Cheleden 52 1990 1996 August 1990 to October 1992; WSFS, Star States Development
Chairman WSFS Financial Company
Corporation; October 1992 to present:
Vice Chairman of WSFS Financial
Corporation; January 1990 to present
self-employed (i) consultant to
banks and thrifts, and (ii) attorney;
April 1989 to October 1989: Vice
Chairman of EquiManagement, Inc.;
Prior to April 1989: President
Chief Executive Officer and
Chairman of the Board of Liberty
Financial Corporation and Liberty
Savings Bank
Joseph R. Julian 58 1983 1996 President and Chief Executive WSFS, James Julian, Inc., Delaware
Officer, James Julian, Inc. Motor Club
(highway construction company)
Dale E. Wolf 71 1993 1996 1993 - Senior International WSFS, WSFS Credit Corporation
Consultant, Mezullo and McCandlish
(law firm); 1989-1993, Lieutenant
Governor/Governor of the State of
Delaware; Prior to 1989, Director,
Delaware Development Office; Group
Vice President, Agricultural
Products, E.I. duPont de Nemours
& Company, Incorporated (multi-
national chemical company)
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS CONTINUING IN OFFICE
<S> <C> <C> <C> <C> <C>
Randall T. Murrill, Jr. 74 1976 1997 Retired November 1986 from E.I. WSFS, Profile Plastics Corporation
duPont de Nemours & Company,
Incorporated, (multinational
chemical company), Production
Manager, Finishes & Fabricated
Products
Michele M. Rollins 50 1992 1997 President, Rollins Jamaica, LTD WSFS
(real estate development holding
company)
Claibourne D. Smith 57 1994 1997 Vice President - Technology and WSFS, Community Credit Corporation
Professional Development, E.I.
duPont de Nemours & Company,
Incorporated, (multinational
chemical company)
Thomas P. Preston 49 1990 1998 Partner, Duane, Morris & WSFS
Heckscher (law firm)
Marvin N. Schoenhals 48 1990 1998 Chairman of WSFS Financial WSFS, Star States Development
Corporation since 1992; President Company, WSFS Credit
and Chief Executive Officer of Corporation, 838 Investment
WSFS Financial Corporation since Group, Inc., Community Credit
November 1990; President and Chief Corporation, Providential
Executive Officer, Peoples Savings Home Income Plan, Inc.
Bank, Monroe, Michigan from April
1988 to January 1990
R. Ted Weschler 34 1992 1998 1990-Present, Executive Officer - WSFS, Star States Development
Quad-C, Inc., a Delaware corporation Company, Providential Home
which commenced operations in 1990 Income Plan, Inc., Applied
and acts as the general partner Video Technologies, Deerfield
for several investment partnerships. Healthcare Corporation,
Prior to 1990, Mr. Weschler worked Wireless Cable of Atlanta
at W.R. Grace & Co., as assistant
to the Vice Chairman
</TABLE>
5
<PAGE>
Stock Ownership of Management
The following table sets forth, as of the Record Date, the amount of
Common Stock beneficially owned by the Company's directors, by each executive
officer named in the Summary Compensation Table, and by all directors and
executive officers as a group:
Amount and Nature
of Beneficial Percent
Name Ownership (1) of Class
- ---- ------------------- --------
Charles G. Cheleden (2) 45,100 shares *
Joseph R. Julian (3) 59,176 shares *
Randall T. Murrill, Jr. 18,720 shares *
Thomas P. Preston (4) 3,000 shares *
Michele M. Rollins (5) 2,168,543 shares 15.07%
Marvin N. Schoenhals (6) 218,918 shares 1.52
Claibourne D. Smith 300 shares *
R. Ted Weschler (7) -- --
Dale E. Wolf 21,640 shares *
R. William Abbott (8) 28,782 shares *
Patricia A. Muldoon (9) 43,640 shares *
Gordon M. Dyott (10) 48,782 shares *
Francis J. Pennella 4,546 shares *
Directors and executive officers
as a group (13 persons) 2,661,147 shares 18.50
- ----------
* Less than 1.0%.
(1) For purposes of this table, a person is deemed to be the beneficial
owner of any shares of Common Stock over which he or she has or shares
voting or investment power or of which he or she has the right to
acquire beneficial ownership within 60 days of the Record Date. As used
herein, "voting power" is the power to vote or direct the voting of
shares and "investment power" is the power to dispose or direct the
disposition of shares. Other than as noted below, all persons shown in
the table above have sole voting and investment power, except that the
following directors and executive officers held the following numbers
of shares jointly with their respective spouses: Mr. Cheleden, 16,500
shares; Mr. Julian, 59,176 shares; Mr. Dyott, 1,000 shares; and Mr.
Murrill, 18,720 shares.
(2) The amount shown includes 18,700 shares of Common Stock held in an
Individual Retirement Account ("IRA"), 2,200 shares of Common Stock
which are held in an IRA for Mr. Cheleden's wife, 4,000 shares of
Common Stock held as trustee of trusts for which he is one of the named
beneficiaries, 800 shares held as custodian for his children and 2,900
shares of Common Stock held as trustee of a trust of which Mr.
Cheleden's children are beneficiaries.
(3) Mr. Julian is a beneficiary (but not a trustee) of a trust which holds
117,135 shares of Common Stock not shown in this table. Mr. Julian
disclaims beneficial ownership of these shares.
(4) The amount shown includes 1,000 shares of Common Stock owned by Mr.
Preston's spouse, who holds sole voting and investment power over these
shares. Mr. Preston disclaims beneficial ownership of these shares.
6
<PAGE>
(5) he amount shown includes 2,009,143 shares of Common Stock owned by
Mrs. Rollins' spouse, John W. Rollins, Sr., who has sole voting and
investment power with respect to these shares. Michele M. Rollins
disclaims beneficial ownership of these shares.
(6) The amount shown includes 107,405 shares of Common Stock that may be
acquired through options granted under the Stock Option Plan all of
which were exercisable as of the Record Date and also includes 5,500
shares of Common Stock held by his wife in an Individual Retirement
Account. The amount does not include 6,470 shares of Common Stock held
by his mother.
(7) The amount shown does not include 3,569,440 shares of Common Stock
owned by Thrift Investors, L.P. of which Mr. R. Ted Weschler, a
director of the Company, disclaims ownership. Mr. Weschler is an
executive officer of Quad-C, Inc. which exercises sole voting and
investment power of the stock held by Thrift Investors, L.P. Had this
amount been included in the table, the stock held by directors and
executive officers as a group would have been 6,230,587 shares, or 43%,
of the Company's outstanding stock.
(8) The amount shown includes 10,000 shares of Common Stock that may be
acquired through the exercise of options granted under the Stock Option
Plan, all of which are exercisable as of the Record Date.
(9) The amount shown includes 30,000 shares of Common Stock that may be
acquired through the exercise of options granted under the Stock Option
Plan, all of which are exercisable as of the Record Date.
(10) The amount shown includes 27,800 shares of Common Stock that may be
acquired through the exercise of options granted under the Stock Option
Plan, all of which were exercisable as of the Record Date.
Based solely on the Company's review of the copies of initial
statements of beneficial ownership and reports of changes in beneficial
ownership, which it has received in the past fiscal year or with respect to the
last fiscal year, or written representations from such persons that no annual
report of change in beneficial ownership was required, the Company believes that
during the 1995 fiscal year all persons subject to such reporting requirements
have complied with such reporting requirements.
Meetings and Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the
Board and of its committees. During the year ended December 31, 1995, the Board
of Directors held 14 meetings. No director other than Mr. Wolf attended fewer
than 75% of the total aggregate meetings of the Board of Directors and
committees on which such Board member served during this period.
A list of the Committees of the Board of Directors and a general
description of their respective duties follows:
Executive Committee. The Executive Committee generally meets one time
each month and as needed, and exercises the powers of the Board of Directors
between meetings of the Board. The Executive Committee is presently composed of
Marvin N. Schoenhals, Chairman, Charles G. Cheleden, Joseph R. Julian, Michele
M. Rollins and R. Ted Weschler. The Executive Committee met 17 times during
1995.
7
<PAGE>
Audit Committee. The Audit Committee is composed of directors who are
not officers of the Company and oversees the audit program of the Company and
subsidiaries. This Committee reviews the examination reports of federal
regulatory agencies as well as reports of the internal auditors and independent
auditors. The Committee meets with the head of the Audit Department and
representatives of the Company's independent auditors, with and without
representatives of management present, to review accounting and auditing
matters, including an annual review of risk analysis and the associated audit
plan. The appointment of the independent auditors is made by the Board of
Directors upon the recommendation of the Audit Committee. Present members of the
Committee are Charles G. Cheleden, Chairman, Randall T. Murrill, Jr. and Thomas
P. Preston. The Audit Committee meets at least quarterly and met four times
during fiscal year 1995.
Nominating Committee. The Nominating Committee consists of the entire
Board of Directors and considers candidates for nomination for election as
directors. The Committee did not meet during 1995. The Nominating Committee will
consider nominees recommended by stockholders in accordance with the procedures
set forth in the Bylaws of the Company.
Personnel and Compensation Committee. The Personnel and Compensation
Committee is composed of directors who are not officers of the Company. The
Personnel and Compensation Committee reviews and recommends for approval of the
Board of Directors the compensation and benefits of the executive officers,
broad guidelines for the salary and benefits administration for other officers
and employees, and the compensation of directors. In addition, the Personnel
Committee is responsible for the administration of the Stock Option Plan and the
executive incentive plans, including recommendations to the Board of Directors
for awards under such plans. The Committee met three times during 1995. Present
members of the Personnel Committee are Randall T. Murrill, Jr., Chairman, Joseph
R. Julian, R. Ted Weschler and Dale E. Wolf.
Directors' Compensation
For the period January through June 1995, the usual fees for directors
other than Charles G. Cheleden and Marvin N. Schoenhals were fixed at $600 for
each month in which the director attended at least one board or committee
meeting.
Effective July 1995, each director other than Messrs. Cheleden and
Schoenhals received an annual retainer of $5,000. Each director also received
$400 for each Board meeting attended. Chairpersons of board committees or
subsidiary boards receive an additional $1,000 annual retainer and each member
of a committee or subsidiary board received $200 for each meeting attended.
As Vice Chairman of the Company, Mr. Cheleden received a monthly fee of
$1,900 per month through June 1995. Effective July 1995, Mr. Cheleden's monthly
fee is $1,650. Such amounts are intended to compensate Mr. Cheleden for his
continuing advice and service to the Company. Mr. Schoenhal's as Chairman,
President and Chief Executive Officer does not receive director fees.
Executive Officers
Marvin N. Schoenhals, age 48, has served as President and Chief
Executive Officer of the Company since November 1990 and was elected Chairman in
October 1992. Prior to joining the Company, Mr. Schoenhals was President and
Chief Executive Officer of Peoples Savings Bank of Monroe, Michigan from April
1988 until January 1990. From April 1987 until October 1987, Mr. Schoenhals was
President and Chief Executive Officer of Sterling Savings Bank, Southfield,
Michigan.
8
<PAGE>
Prior to that, Mr. Schoenhals held various management positions at Old Kent
Financial Corporation, a bank holding company located in Grand Rapids, Michigan
from 1974 to 1987.
R. William Abbott, age 55, has served as Executive Vice President and
Chief Financial Officer since April 1993. Prior to joining the Company, Mr.
Abbott was Senior Vice President at Transohio Federal Savings Bank in Cleveland,
Ohio from 1992 until March 1993. During 1990 and 1991, Mr. Abbott was a
financial consultant for banks and thrifts. Mr. Abbott served as Executive Vice
President and Chief Financial Officer for Broadview Federal Savings Bank from
November 1984 until May 1990 when it was merged into Charter One Savings Bank,
Cleveland, Ohio. Mr. Abbott also serves as a Director of Star States Development
Company, WSFS Credit Corporation and Providential Home Income Plan, Inc.
Gordon M. Dyott, age 42, has been Executive Vice President for Consumer
Services of the Bank since January 1989. In September 1991, Mr. Dyott assumed
the additional responsibility of overseeing the Operations and Data Processing
functions. Mr. Dyott also serves as a Director of 838 Investment Group, Inc. He
was hired as Vice President of Marketing in March 1983 and later promoted to
Senior Vice President of the Consumer Banking Department. Mr. Dyott resigned
effective March 15, 1996.
Patricia A. Muldoon, age 56, has served as Executive Vice President of
the Commercial Services Division since March 1, 1995. From September 1992 until
February 1995, Ms. Muldoon served as Senior Vice President of the Special Asset
Management Group and the Commercial Services Division of the Company. Ms.
Muldoon joined the Company in January 1991 as Senior Vice President of the
Special Asset Management Group. Ms. Muldoon also serves as President and a
Director of Star States Development Company. Prior to assuming this
responsibility, Ms. Muldoon provided consulting services to financial
institutions relative to problem loans. Ms. Muldoon was employed by Equimark
Corporation, a bank holding company headquartered in Pittsburgh, Pennsylvania,
from March 1985 to May 1990, most recently holding the position of Executive
Vice President, Manager of Corporate Assets (Problem Loans).
Francis J. Pennella, age 52, has served as Senior Vice President of the
Retail Credit Division since June 1993. Mr. Pennella was promoted to Executive
Vice President in 1995. Prior to joining the Company, Mr. Pennella held various
positions at Marine Midland Bank Delaware, N.A., the most recent position being
Senior Vice President/Group Executive.
Business Relationships and Related Transactions
Thomas P. Preston is a partner with the Wilmington, Delaware office of
the law firm of Duane, Morris & Heckscher. The law firm represented the Company
and its affiliates in certain matters during fiscal year 1995 and expects to
continue such representation in fiscal year 1996.
Certain directors and executive officers of the Company and their
associates were customers of and had transactions with the Company and the Bank
in the ordinary course of business during fiscal year 1995. Similar transactions
may be expected to take place with the Company and the Bank in the future. Loans
and commitments included in such transactions were made on substantially the
same terms, including interest rate and collateral, as those prevailing at the
time for comparable transactions with other persons and did not involve more
than the normal risk of collectibility, nor did such loans present other
unfavorable features.
9
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for
the years ended December 31, 1995, 1994 and 1993 for the Company's Chief
Executive Officer and the four most highly compensated executive officers of the
Company whose salary and bonus earned in 1995 exceeded $100,000 (herein referred
to as "Named Executive Officers").
<TABLE>
<CAPTION>
Annual Compensation Long-Term
------------------- Compensation
Other Awards
Name and Annual Options/SARs All Other
Principal Position Year Salary Bonus (1) Compensation (2) Shares (3) Compensation (4)
- ------------------ ---- ------ --------- ---------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Marvin N. Schoenhals 1995 $260,400 $251,000 $ -- -- $ 16,166
Chairman of the Board, President 1994 260,400 88,550 -- -- 8,988
and Chief Executive Officer 1993 253,356 -- -- -- 8,658
R. William Abbott (5) 1995 140,707 91,000 -- -- 14,568
Executive Vice President 1994 137,833 25,000 -- 10,000 3,493
Chief Financial Officer 1993 100,298 -- -- 40,000 45,516
Patricia A. Muldoon 1995 129,183 94,000 -- -- 13,757
Executive Vice President, 1994 124,000 25,000 -- 5,000 4,288
Commercial Lending 1993 120,000 -- -- -- 5,054
Gordon M. Dyott (6) 1995 127,847 78,000 -- -- 13,889
Executive Vice President 1994 125,218 17,000 -- -- 3,619
Consumer Services & Operations 1993 121,474 -- -- -- 3,332
Francis J. Pennella (7) 1995 121,100 71,000 -- -- 12,675
Executive Vice President, 1994 120,500 17,000 -- -- 2,677
Retail Lending 1993 58,824 -- -- 10,000 816
</TABLE>
- -----------
(1) Includes 1995 bonuses earned but not paid until 1996 under the Company's
Short-Term Incentive Plan of $78,000, $91,000, $78,000 and $71,000 for
Messrs. Schoenhals, Abbott, Dyott and Pennella respectively, and $94,000
for Ms. Muldoon.
(2) Does not include certain perquisites and other personal benefits the value
of which did not exceed the lesser of $50,000 or 10% of salary for any
named executive officer.
(3) Represents Stock Options granted in 1994 and SARs granted in 1993 under
the Company's 1986 Stock Option Plan, as amended and restated.
(4) The amounts included in All Other Compensation in 1995 include
contributions by the Company to the 401(k) Plan in the amounts of $15,502,
$14,568, $13,578 and $12,675 for Messrs. Schoenhals, Abbott, Dyott and
Pennella respectively, and $13,757 for Ms. Muldoon. All other amounts
represent the compensation value of life insurance.
(5) Mr. Abbott became Chief Financial Officer in April 1993.
(6) Mr. Dyott resigned effective March 15, 1996.
(7) Mr. Pennella became Senior Vice President in June 1993.
10
<PAGE>
Personnel and Compensation Committee Report on Executive Compensation
Overview and Philosophy. The Company's executive compensation program is
administered by the Personnel and Compensation Committee (the "Personnel
Committee") of the Board of Directors. The Committee's responsibilities include
reviewing and making recommendations to the Board of Directors regarding
compensation of the Chief Executive Officer and reviewing and approving the
compensation paid to other executive officers of the Company listed in the
"Summary Compensation Table" that follows this report (the "Named Executive
Officers"). The committee also administers the stock option and incentive plans
and assures compliance with Rule 16b-3 of the Securities Act of 1934.
The objective of the compensation program is to establish levels of
compensation sufficient to attract and retain highly qualified and motivated
executives. The program also seeks to align the interests of the Company's
executive management with those of stockholders through the use of incentive
based compensation for specific performance based criteria and stock based
compensation for long-term stockholder value.
Compensation Program Elements. The Company's executive compensation program
consists of base salaries, a short-term cash incentive plan, a stock option plan
and miscellaneous other fringe benefits.
Base Salary. Base salary levels are determined by the Committee with reference
to corporate and individual performance in relation to strategic goals
established each year, competitive market trends and special circumstances
particular to the Company's staffing needs. In determining base salaries, the
committee refers to data obtained from nationally recognized compensation
surveys as well as information from similar sized banks and thrifts in the
Mid-Atlantic region.
Short-Term Incentive Plan. In 1994, the Personnel Committee of the Board of
Directors approved a Management Incentive Plan (MIP) designed to reward the
accomplishment of specific annual financial objectives. These objectives for
1995 were profitability, capitalization and reductions in nonperforming asset
levels. Plan participants include members of management as designated from
time-to-time by the Committee. A "bonus pool" is established under the MIP each
year. The pool size is generally considered to equal 20% of the growth in pretax
earnings. Final determination of the "bonus pool," is subject to adjustment by
the Committee based upon the nature and the quality of pretax earnings.
Individual awards are earned for successfully completing agreed upon
objectives as well as the individual's contribution to the Company's financial
performance. All of the "Named Executive Officers" (including the CEO) are
eligible to receive such awards. Total awards accrued under the MIP in 1995 were
approximately $1,200,000. Awards in 1994 were approximately $300,000. Such
awards, however, may not be paid unless the levels of nonperforming assets are
2% or less of total consolidated assets. All awards under the MIP are paid in
cash and have been paid since nonperforming asset levels were less than 2% at
December 31, 1995.
Stock Options and SARs. As a performance incentive and to encourage ownership
of the Common Stock and further align managements' and stockholders' interests,
the Committee has issued stock options and stock appreciation rights. The
Committee did not issue any such stock awards during 1995. The Committee
periodically reviews and awards stock options and/or SARs to management based on
factors it deems important; however, the Committee does not intend to issue
awards on an annual basis.
11
<PAGE>
Compensation of Chief Executive Officer. In 1995, Mr. Schoenhals received
total cash payments of $509,400 in salary and bonuses (as shown in the Summary
Compensation Table). During 1995, Mr. Schoenhals earned a bonus of $251,000
under the Company's Short-Term Incentive Plan of which $173,000 was paid in
calendar year 1995. Mr. Schoenhals' base salary was established at $248,000 in
his employment agreement with the Company. This base salary may be maintained,
increased or decreased from time-to-time by the Board. Based upon the
recommendations of the Committee, Mr. Schoenhals' base compensation was
increased to $260,400 in 1994.
The Committee considered the above compensation appropriate in light of WSFS
Financial Corporation's record earnings, continued reductions in the levels of
nonperforming assets and the leadership of Mr. Schoenhals in accomplishing these
goals.
Compensation Committee Interlock and Insider Participation. During fiscal year
1995, no members of the Personnel Committee were considered insiders nor were
there any interlocking relationships other than as disclosed in the "Business
Relationships and Related Transactions" section of this Proxy Statement.
Randall T. Murrill, Jr.
Joseph R. Julian
R. Ted Weschler
Dale E. Wolf
Members of the Personnel and
Compensation Committee
OPTION/SAR GRANTS IN LAST FISCAL YEAR
There were no stock option or stock appreciation awards made during fiscal
year 1995.
OPTION/SAR EXERCISES AND YEAR-END VALUE
The following table sets forth information concerning the exercise of options
and SARs by the Chief Executive Officer and the other Named Executive Officers
during the last fiscal year, as well as the value of such options and SARs held
by such persons at the end of the fiscal year.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs Held Options/SARs at
at December 31, 1995 December 31, 1995 (1)
Shares Acquired Value ------------------------- ------------------------
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
--------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Marvin N. Schoenhals -- $ -- 208,622 67,478 $1,455,683 $488,685
R. William Abbott -- -- 26,000 24,000 138,625 132,000
Patricia A. Muldoon -- -- 34,500 3,000 228,700 22,050
Gordon M. Dyott -- -- 34,304 4,336 237,192 31,870
Francis J. Pennella -- -- 4,000 6,000 19,500 29,250
</TABLE>
(1) Based on the closing price of $9.00 as reported on the National
Association of Securities Dealers Automated Quotation ("NASDAQ") National
Market System on December 31, 1995 less the exercise/base price. Options
and SARs are considered in-the-money if the market value of the underlying
securities exceeds their exercise or base prices, respectively.
12
<PAGE>
Employment and Severance Agreements. The Company has entered into an
employment agreement with Mr. Schoenhals for a period of thirty-six months,
beginning May 1, 1993. In 1995 the term of this agreement was extended to May 1,
1998. The agreement provides for the employment of Mr. Schoenhals as Chairman,
President and Chief Executive Officer at a base salary of $248,000, as
maintained, increased or decreased from time-to-time by the Board. The
employment agreement further provides for participation by Mr. Schoenhals in
incentive compensation and other employee benefit plans maintained by the
Company. In the event of Mr. Schoenhals' involuntary termination of employment
in connection with, or within one year after, any change in control of the Bank
or the Company, other than for "just cause," he will be paid within 10 days of
such termination an amount equal to 2.99 times his annual salary at the rate in
effect immediately prior to termination provided that the aggregate amount
payable under the agreement may not equal or exceed the difference between (i)
2.99 times his "base amount," as defined in Section 280G(b)(3) of the Internal
Revenue Code of 1986 (the "Code"), and (ii) the sum of any other parachute
payments, as defined under Section 280G(b)(2) of the Code, that Mr. Schoenhals
receives on account of a change in control. "Control" generally refers to the
acquisition, by any person or entity, of the ownership or power to vote more
than 25% of the Bank's or Company's voting stock, the control of the election of
a majority of the Bank's or the Company's directors or the exercise of a
controlling influence over the management or policies of the Bank or the
Company. In addition, under the employment agreement, a change in control occurs
when, during any consecutive two-year period, directors of the Company or the
Bank at the beginning of such period cease to constitute two-thirds of the Board
of Directors of the Company or the Bank, unless the election of replacement
directors was approved by two-thirds vote of the initial directors then in
office. The employment agreement also provides for a similar lump sum payment to
be made in the event of Mr. Schoenhals' voluntary termination of employment
within one year following a change in control if certain events have occurred,
which have not been consented to in writing by Mr. Schoenhals, including (i) Mr.
Schoenhals being requested to move his personal residence or perform his
principal executive functions more than 35 miles from his current primary
office, (ii) a reduction in his compensation and benefits as then in effect,
(iii) the assignment of duties and responsibilities to Mr. Schoenhals which are
other than those normally associated with his position with the Company and the
Bank, (iv) a material decrease in his authority and responsibility, or (v)
failing to re-elect him to the Company's or the Bank's Board of Directors. The
maximum aggregate payments that would be made to Mr. Schoenhals assuming his
termination of employment under the foregoing circumstances at December 31, 1995
would have been approximately $779,000.
WSFS also has entered into a severance agreement with Mr. William Abbott,
which provides for one year severance benefits to be paid in one lump sum to Mr.
Abbott in the event of termination without cause. The amount payable to Mr.
Abbott under this agreement if he had been terminated without cause during
fiscal year 1995 would have been approximately $141,000.
The Bank also has an executed, amended and restated employment agreement
with Mr. Dyott whereby he will serve as an executive vice president of WSFS, and
in the event of death or disability, he or his beneficiaries would receive an
amount equal to three times his average annual salary for the preceding five
years reduced by other benefits paid by the Company. Mr. Dyott resigned
effective March 15, 1996.
13
<PAGE>
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph and table which follow show the cumulative total return on the
common stock of the Company over the last five years, compared with the
cumulative total return of the Dow Jones Equity Market Index and the Dow Jones
Savings and Loan Index over the same period. Cumulative total return on the
stock or the index equals the total increase in value since December 31, 1990
assuming reinvestment of all dividends paid into the stock or the index,
respectively. The graph and table were prepared assuming that $100 was invested
on December 31, 1990 in the Common Stock of the Company and in each of the
indexes.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
December 31, 1990 through December 31, 1995
600 |------------------------------------------------------------------|
| |
| * |
| |
500 |------------------------------------------------------------------|
| |
| |
| |
400 |------------------------------------------------------------------|
| |
| |
| |
300 |------------------------------------------------------------------|
| * |
| # |
| * & |
200 |------------------------------------------------------------------|
| * &# & |
| # &# # |
| & |
100 |---*&#------------------------------------------------------------|
| * |
| |
| |
0 |----|----------|---------|-----------|-----------|-----------|----|
1990 1991 1992 1993 1994 1995
* = Company & = Dow Jones Equity Market Index
# = Dow Jones Savings and Loan Index
<TABLE>
<CAPTION>
Five Year Total Return
----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
Company * 100 69 180 252 217 540
Dow Jones Equity Market Index & 100 132 144 158 159 221
Dow Jones Savings and Loan Index # 100 148 155 162 141 235
</TABLE>
14
<PAGE>
INDEPENDENT AUDITORS
The Board of Directors of the Company expects to appoint KPMG Peat Marwick
LLP as independent auditors of the Company for the year ended December 31, 1996.
KPMG Peat Marwick LLP has served as the Company's independent auditors since
1994. A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting to respond to appropriate questions and will have the opportunity
to make a statement if they desire to do so.
During 1994, the Company changed independent auditors. This change was
unanimously approved by the Audit Committee of the Board of Directors. Prior to
1994, the Company's independent auditors were Price Waterhouse LLP. There were
no disagreements with Price Waterhouse LLP on any matter of accounting
practices, financial statement disclosures or auditing scope or procedure at the
time of their dismissal.
ADVANCE NOTICE OF CERTAIN MATTERS
TO BE CONDUCTED AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for certain
business, or nominations to the Board of Directors, to be brought before the
Annual Meeting. In order for a stockholder to properly bring business before the
Annual Meeting or to propose a nominee to the Board of Directors, the
stockholder must give written notice to the Secretary of the Company not less
than thirty days before the time originally fixed for such meeting; provided,
however, that in the event that less than forty days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received no later than the close of
business on the tenth day following the day on which such notice of the date of
the Annual Meeting was mailed or such public disclosure was made. The notice
must include the stockholder's name and address as they appear on the records of
the Company and number of shares beneficially owned by the stockholder and
describe briefly the proposed business, the reasons for bringing the business
before the Annual Meeting and any material interest of the stockholder in the
proposed business. In the case of nominations to the Board of Directors, certain
information regarding the nominee must also be provided.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
It is anticipated that the proxy statement and form of proxy for the 1997
Annual Meeting of Stockholders will be mailed during March of 1997. Stockholder
proposals intended to be presented at the 1997 annual meeting of stockholders of
WSFS Financial Corporation must be received by December 1, 1996, to be
considered for inclusion in the proxy statement and form of proxy relating to
such meeting and should be addressed to the Secretary at the Company's principal
office.
ADDITIONAL INFORMATION
No matters other than those set forth in the Notice of Meeting accompanying
this Proxy Statement are expected to be presented to stockholders for action at
the Annual Meeting. However, if other matters are presented which are proper
subject for action by stockholders and which may properly come before the
meeting, it is the intention of those named in the accompanying proxy to vote
such proxy in their discretion upon such matters.
15
<PAGE>
MISCELLANEOUS
The expenses of the solicitation of the proxies, including the cost of
preparing and distributing the proxy materials, the handling and tabulation of
proxies received and charges of brokerage houses and other institutions,
nominees or fiduciaries in forwarding such documents to beneficial owners, will
be paid by the Company. In addition to the mailing of the proxy materials,
solicitation may be made in person or by telephone, telegraph or other modes of
electronic communication by the Company or its employees. The Company's
directors, management and employees will receive no compensation for their proxy
solicitation services other than their regular salaries and overtime, if
applicable, but may be reimbursed for out-of-pocket expenses.
ANNUAL REPORT AND FINANCIAL STATEMENTS
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995, including financial statements prepared in conformity with generally
accepted accounting principles, accompanies this Proxy Statement. Such Annual
Report is not part of the proxy solicitation materials.
16
<PAGE>
/x/ Please mark your
votes as in this
example.
WITHHOLD AUTHORITY
to vote for all
FOR nominees listed below Nominees: Charles G. Cheleden,
1. Election of / / / / Joseph R. Julian and
Directors: Dale E. Wolf each for
three year terms
expiring 1999.
(To withhold authority to vote any individual nominee write
the nominee's name on the line provided below).
- ------------------------------------------------------------
The proxy is revocable and, when properly executed, will be
voted in the manner directed hereby by the undersigned. If no
directions are made, this proxy will be voted FOR each of the
nominees listed. The undersigned, by executing and delivering
this proxy, revokes the authority given with respect to any
earlier dated proxy submitted by the undersigned.
The Board of Directors recommends a vote FOR all nominees
listed to the left:
Unless contrary direction is given, the right is reserved in
the sole discretion of the Board of Directors to distribute
votes among some or all of the above nominees in a manner
other than equally so as to elect as directors the maximum
possible number of such nominees.
In their discretion the proxies are authorized to vote upon
such other business as may properly come before the Annual
Meeting.
The undersigned acknowledges receipt of the Notice of
Annual Meeting of Stockholders and of a Proxy Statement of
WSFS Financial Corporation.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURES(S) DATE
------------------------- -----------
NOTE: Please sign exactly as name appears hereon. If signing as attorney,
executor, administrator, trustee or guardian, please indicate the
capacity in which you are acting. Proxies executed by corporations should
be signed by a duly authorized officer.
This Proxy is Solicited on Behalf of the Board of Directors of
WSFS FINANCIAL CORPORATION
for the
1996 Annual Meeting of Stockholders
REVOCABLE PROXY
The undersigned hereby appoints Marvin N. Schoenhals, and R. William Abbott or
any of them, with full power of substitution, to act as attorneys and proxies
for the undersigned and to vote all shares of Common Stock of WSFS Financial
Corporation, which the undersigned is entitled to vote, at the Annual Meeting of
Stockholders to be held on April 25, 1996 at 4:00 p.m., or at any adjournments
thereof, as follows:
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
