SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] 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
WVS FINANCIAL CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
September 26, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of WVS Financial Corp. The meeting will be held at the Orchard Hill Church,
located at 2551 Brandt School Road, Wexford, Pennsylvania on Tuesday, October
28, 1997 at 10:00 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 your shares be voted at the Annual Meeting
regardless of the number 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 WVS Financial Corp. is
sincerely appreciated.
Sincerely,
/s/James S. McKain, Jr.
James S. McKain, Jr.
Chairman of the Board
/s/Robert C. Sinewe
Robert C. Sinewe
President and Chief Executive Officer
<PAGE>
WVS FINANCIAL CORP.
9001 Perry Highway
Pittsburgh, Pennsylvania 15237
(412) 364-1911
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 28, 1997
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders ("Annual
Meeting") of WVS Financial Corp. (the "Company") will be held at the Orchard
Hill Church, located at 2551 Brandt School Road, Wexford, Pennsylvania on
Tuesday, October 28, 1997 at 10:00 a.m., Eastern Time, for the following
purposes, all of which are more completely set forth in the accompanying Proxy
Statement:
(1) To elect two (2) directors for a four-year term or until their
successors are elected and qualified.
(2) To ratify the appointment by the Board of Directors of S.R.
Snodgrass, A.C. as the Company's independent auditors for the
fiscal year ending June 30, 1998; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of
any other such business.
The Board of Directors has fixed September 12, 1997 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/Margaret VonDerau
--------------------
Margaret VonDerau
Senior Vice President and Secretary
Pittsburgh, Pennsylvania
September 26, 1997
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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>
WVS FINANCIAL CORP.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
October 28, 1997
This Proxy Statement is furnished to holders of common stock, $.01 par
value per share ("Common Stock"), of WVS Financial Corp. (the "Company"), the
holding company of West View Savings Bank (the "Savings Bank"). 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 at the Orchard
Hill Church, located at 2551 Brandt School Road, Wexford, Pennsylvania on
Tuesday, October 28, 1997 at 10:00 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 September 26, 1997.
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 matters described below 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
(Margaret VonDerau, Senior Vice President and Secretary, WVS Financial Corp.,
9001 Perry Highway, Pittsburgh, Pennsylvania 15237); (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 of the Company at the close of business on
September 12, 1997 ("Voting Record Date") are entitled to notice of and to vote
at the Annual Meeting and at any adjournment thereof. On the Voting Record Date,
there were 1,747,920 shares of Common Stock of the Company 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 Annual Meeting. Directors are elected by a
plurality of the votes cast with a quorum present. The affirmative vote of the
holders of a majority of the total votes present, in person or by proxy, at the
Annual Meeting is required for the proposal to ratify the independent auditors
for fiscal 1998. Abstentions are considered in determining the presence of a
quorum and will not effect the plurality vote required for the election of
directors but will have the effect of a vote against the proposal to ratify the
independent auditors. Under rules applicable to broker-dealers, the proposals to
be considered at the Annual Meeting are considered "discretionary" items upon
which brokerage firms may vote in their discretion on behalf of their clients if
such clients have not furnished voting instructions. Thus, there will be no
"broker non-votes" at the Annual Meeting.
<PAGE>
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
Election of Directors
The Articles of Incorporation of the Company provide that the Board of
Directors of the Company shall be divided into four classes which are as equal
in number as possible, and that members of each class of directors are to be
elected for a term of four years. One class is to be elected annually.
Stockholders of the Company are not permitted to cumulate their votes for the
election of directors.
No nominee for director is related to any other director or executive
officer of the Company by blood, marriage or adoption, and all nominees
currently serve as directors of the Company.
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 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 two persons who receive the greatest number of votes of the holders
of Common Stock represented in person or by proxy at the Annual Meeting will be
elected directors of the Company.
The following tables present information concerning the nominees for
director of the Company and each director whose term continues, including tenure
as a director of the Savings Bank.
<TABLE>
<CAPTION>
Nominees for Director for Four-Year Term Expiring in 2001
Principal Occupation During Director
Name Age(1) the Past Five Years Since
---- ------ ------------------- -----
<S> <C> <C> <C>
James S. McKain, Jr. 72 Chairman of the Board; Chairman of 1960
the Board of Directors of the Savings
Bank since 1984; retired, former
Chairman and President of Barden
McKain Ford, Inc. and Jim McKain
Car and Truck Leasing, Inc., located
in Wexford, Pennsylvania.
James H. Ritchie 72 Director; retired since 1983, formerly 1977
owner of Ingomar Pharmacy, located
in Ingomar, Pennsylvania.
</TABLE>
The Board of Directors recommends you vote FOR election of the nominees
for director.
<PAGE>
<TABLE>
<CAPTION>
Members of the Board of Directors Continuing in Office
Directors Whose Terms Expire in 1998
Principal Occupation During Director
Name Age(1) the Past Five Years Since
---- ------ ------------------- -----
<S> <C> <C> <C>
David L. Aeberli 60 Director; Director, President of 1985
McDonald-Aeberli Funeral Home,
Inc., located in Mars, Pennsylvania.
John M. Seifarth 68 Director; Retired, former General 1991
Manager of the Moon Township
Municipal Authority, a water and
sewer utility serving Moon Township,
Pennsylvania until October 1995.
Also serves as a Senior Engineer -
Consultant to Nicholas & Slagle
Engineering, Inc.
Margaret VonDerau 53 Director; Senior Vice President and 1993
Corporate Secretary of the Company
since July 1993 and of the Savings
Bank since 1990; prior thereto served
as Vice President and Corporate
Secretary of the Savings Bank.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Directors Whose Terms Expire in 1999
Principal Occupation During Director
Name Age(1) the Past Five Years Since
---- ------ ------------------- -----
<S> <C> <C> <C>
Arthur H. Brandt 57 Director; Director, President and 1987
Chief Executive Officer of Brandt
Paving, Inc. and Brandt Excavating,
Inc. located in Cranberry Township,
Pennsylvania.
William J. Hoegel 59 Director; Sole Proprietor of William 1984
J. Hoegel & Associates, a
manufacturer's representative, since
October 1989; previously served as
Executive Vice President of Power
Piping Co., located in Pittsburgh,
Pennsylvania.
<CAPTION>
Directors Whose Terms Expire in 2000
Principal Occupation During Director
Name Age(1) the Past Five Years Since
---- ------ ------------------- -----
<S> <C> <C> <C>
Donald E. Hook 68 Director; Chairman of the Board of 1986
Directors of Pittsburgh Cut Flower
Co., located in Pittsburgh,
Pennsylvania.
Robert C. Sinewe 55 Director; President and Chief 1984
Executive Officer of the Company
since July 1993 and of the Savings
Bank since 1984.
- ------------------
(1) As of June 30, 1997.
</TABLE>
<PAGE>
Stockholder Nominations
Article 7.F of the Company's Articles of Incorporation governs
nominations for election to the Board of Directors and requires all such
nominations, other than those made 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. To be timely, a stockholder's notice must be delivered to, or mailed
and received at, the principal executive offices of the Company not later than
60 days prior to the anniversary date of the immediately preceding annual
meeting. Each written notice of a stockholder nomination shall set forth: (a) as
to each person whom the stockholder proposes to nominate for election or
re-election as a director and as to the stockholder giving the notice (i) the
name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
shares of Company stock which are beneficially owned by such person on the date
of such stockholder notice, and (iv) any other information relating to such
person that is required to be disclosed in solicitations of proxies with respect
to nominees for election as directors, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and would be
required to be filed on Schedule 14B with the Securities and Exchange Commission
(or any successors of such items or schedules); and (b) as to the stockholder
giving the notice (i) the name and address, as they appear on the Company's
books, of such stockholder and any other stockholders known by such stockholder
to be supporting such nominees and (ii) the class and number of shares of
Company stock which are beneficially owned by such stockholder on the date of
such stockholder notice and, to the extent known, by any other stockholders
known by such stockholder to be supporting such nominees on the date of such
stockholder notice. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedures.
Committees and Meetings of the Board of the Savings Bank and Company
Regular meetings of the Board of Directors of the Company are held on a
quarterly basis. The Board of Directors of the Company held a total of six
regular and special meetings during the fiscal year ended June 30, 1997. No
incumbent director attended fewer than 75% of the aggregate total number of
meetings of the Board of Directors held during the fiscal year ended June 30,
1997, and the total number of meetings held by all committees on which he served
during such year.
The entire Board of Directors of the Company acts as a Nominating
Committee for selection of nominees for election as directors of the Company.
The Board, acting as the Nominating Committee, met one time during the fiscal
year ended June 30, 1997.
The Board of Directors of the Savings Bank meets on a monthly basis and
may have additional special meetings upon the request of the President or a
majority of the Directors. During the fiscal year ended June 30, 1997, the Board
of Directors met fourteen times. The Board of Directors of the Savings Bank has
established the following committees:
<PAGE>
Audit Committee. The Audit Committee consists of Messrs. Aeberli
(Chairman), Seifarth and Brandt, all of whom are outside directors. The Audit
Committee meets with the Company's internal auditor, engages the Company's
external auditors and reviews their reports. The Audit Committee meets quarterly
and met four times during fiscal 1997.
Loan Committee. The Loan Committee consists of Messrs. Ritchie
(Chairman), Hook and Aeberli, and from management, Messrs. Sinewe, Wielgus and
Eichner. The Loan Committee, which approves all loans originated by the Savings
Bank, meets weekly and met forty-four times during fiscal 1997.
Investment Committee. The Investment Committee consists of Messrs.
Ritchie (Chairman), Hook and Aeberli, and from management, Messrs. Sinewe and
Bursic. The Investment Committee, which approves all securities purchased by the
Company and the Savings Bank, meets quarterly and met four times during fiscal
1997.
In addition to the committees described above, the Savings Bank has
also established other committees which consist of members of the Board and
which meet as required. These committees include: Nominating Committee,
Personnel Committee, Budget Committee, Supervisory Examination Committee, Profit
Sharing Committee, Classification of Asset Review Committee, Deferred
Compensation Committee, Business Plan Committee and Community Reinvestment
Committee.
The Company has also established Audit, Investment and Budget
Committees consisting of the same individuals who serve on the respective
Savings Bank committee as well as a Compensation and Benefits Plan Committee.
Executive Officers Who Are Not Directors
Set forth below is information with respect to the principal
occupations during the last five years for the executive officers of the Company
and the Savings Bank who do not serve as directors.
David J. Bursic. Age 35. Mr. Bursic has been Vice President of the
Company since October 1995 as well as Treasurer and Chief Financial Officer of
the Company since July 1993 and Vice President, Treasurer and Chief Financial
Officer of the Savings Bank since January 1992. Mr. Bursic served as Controller
of the Savings Bank from January 1987 to December 1989 and as Controller and
Chief Financial Officer from January 1990 to December 1991. Mr. Bursic joined
the Savings Bank in 1985.
Edward M. Wielgus. Age 46. Mr. Wielgus has been a Vice President of the
Company since October 1995 as well as a Vice President and Chief Lending Officer
of the Savings Bank since April 1990. Prior thereto, Mr. Wielgus was a Senior
Vice President and Chief Lending Officer at Spring Hill Savings Bank,
Pittsburgh, Pennsylvania, from August 1988 to April 1990 and an Assistant Vice
President and Consumer Credit Manager at Equibank, Pittsburgh, Pennsylvania from
June 1986 to August 1988.
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Common
Stock as of the Voting Record Date, and certain other information with respect
to (i) the only person or entity, including any "group" as that term is used in
Section 13(d)(3) of the 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 on the Voting Record Date, (ii) each director of the Company, and (iii)
all directors and executive officers of the Company and the Savings Bank as a
group.
<TABLE>
<CAPTION>
Amount and Nature
Name of Beneficial of Beneficial
Owner or Number of Ownership as of Percent of
Persons in Group September 12, 1997(1)(2) Common Stock
---------------- ------------------------ ------------
<S> <C> <C>
Robert W. Beilstein, Esq., Trustee 100,898(3) 5.8%
Goehring, Rutter & Boehm
Frick Building, 14th Floor
Pittsburgh, Pennsylvania 15219
Directors:
James S. McKain, Jr. 33,986(4)(5) 1.9
David L. Aeberli 30,356(5)(6) 1.7
Arthur H. Brandt 31,835(7)(8) 1.8
William J. Hoegel 11,252(9) 0.6
Donald E. Hook 25,516(5)(10) 1.5
James H. Ritchie 33,836(5)(11) 1.9
John M. Seifarth 15,804(8)(12) 0.9
Robert C. Sinewe 88,405(13) 5.0
Margaret VonDerau 53,883(14) 3.1
All directors and 389,326(15) 21.2
executive officers as a
group (11 persons)
- -----------------
(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.
<PAGE>
(2) Under applicable regulations, a person is deemed to have beneficial
ownership of any shares of Common Stock which may be acquired within 60
days of the Voting Record Date pursuant to the exercise of outstanding
stock options. Shares of Common Stock which are subject to stock options
are deemed to be outstanding for the purpose of computing the percentage of
outstanding Common Stock owned by such person or group but not deemed
outstanding for the purpose of computing the percentage of Common Stock
owned by any other person or group.
(3) Robert W. Beilstein, Esq. is the trustee of the trusts (the "Trustee")
created pursuant to employee benefit plans of the Company and the Savings
Bank which hold Common Stock on behalf of employee participants of such
plans. The indicated holdings include 56,350 shares held under the WVS
Financial Corp. Employee Stock Ownership Plan and Trust ("ESOP") which have
not been allocated to the accounts of participating employees and will be
voted at the Annual Meeting by the Trustee pursuant to the terms of the
ESOP and which may be deemed to be beneficially owned by the Trustee. Also
includes 24,149 shares held in the ESOP which have been allocated to
participating employees and will be voted at the direction of the
participant, for which the Trustee disclaims beneficial ownership. Also
includes 20,399 shares of Common Stock held pursuant to the Company's
Deferred Compensation Program, which are voted by the Trustee pursuant to
the Program and which may be deemed to be beneficially owned by the
Trustee. The indicated holdings do not include 93,311 shares of Common
Stock held pursuant to the Company's Recognition and Retention Plans and
Trusts, of which 44,961 shares have been allocated to directors and
employees. Under the terms of the Recognition Plans, the Trustee will vote
allocated shares at the direction of recipients and unallocated shares in
the same proportion as it receives instructions from recipients with
respect to allocated shares. The Trustee will not vote allocated shares in
the Recognition Plans if it does not receive instructions from the
recipient. Also does not include 84,305 shares of Common Stock held
pursuant to the Savings Bank's Profit Sharing Plan, which are voted at the
direction of participants. The Trustee will vote allocated shares of Common
Stock held in the Profit Sharing Plan for which it has not received
instructions from a participant in the same proportion as it votes pursuant
to instructions it actually receives from participants. The Trustee may,
under certain circumstances, be deemed to beneficially own shares of Common
Stock held in the Profit Sharing Plan for which it votes and does not
receive directions from participants.
(4) Includes 13,000 shares held jointly with Mr. McKain's wife, 11,000 shares
held by the Savings Bank's deferred compensation plan, and 300 shares held
solely by Mr. McKain's wife.
(5) Includes 1,252 shares held by the Recognition and Retention Plan and Trust
for Directors. Also includes 5,400 shares which may be acquired upon the
exercise of stock options which are exercisable within 60 days of the
Voting Record Date.
(6) Includes 7,500 shares held jointly with Mr. Aeberli's wife, 2,055 shares
held solely by Mr. Aeberli's wife, 25 shares held jointly by Mr. Aeberli's
wife and daughter and 4,740 shares held by the McDonald Aeberli Funeral
Home, Inc. profit sharing plan for the benefit of Mr. Aeberli and his wife.
(7) Includes 6,580 shares held by the Savings Bank's deferred compensation
plan.
<PAGE>
(8) Includes 1,251 shares held by the Recognition and Retention Plan and Trust
for Directors. Also includes 5,400 shares which may be acquired upon the
exercise of stock options which are exercisable within 60 days of the
Voting Record Date.
(9) Includes 1,252 shares held by the Recognition and Retention Plan and Trust
for Directors. Also includes 5,000 shares which may be acquired upon the
exercise of stock options which are exercisable within 60 days of the
Voting Record Date.
(10) Includes 17,150 shares held jointly with Mr. Hook's wife.
(11) Includes 24,150 shares held jointly with Mr. Ritchie's wife.
(12) Includes 1,200 shares held jointly with Mr. Seifarth's wife and 2,819
shares held by the Savings Bank's deferred compensation plan.
(13) Includes 24,097 shares held by the Savings Bank's Profit Sharing Plan,
5,000 shares held by a Recognition and Retention Plan and Trust, 2,068
shares held for the account of Mr. Sinewe in the ESOP, and 19,740 shares
which may be acquired upon the exercise of stock options exercisable within
60 days of the Voting Record Date.
(14) Includes 17,005 shares held by the Savings Bank's Profit Sharing Plan,
4,000 shares held by a Recognition and Retention Plan and Trust, 1,628
shares held for the account of Mrs. VonDerau in the ESOP, 50 shares held in
an estate trust for which Mrs. VonDerau is a trustee, and 15,800 shares
which may be acquired upon the exercise of stock options exercisable within
60 days of the Voting Record Date.
(15) Includes on behalf of directors and executive officers as a group, 47,404
shares held by the Savings Bank's Profit Sharing Plan, 22,262 shares held
by the Recognition and Retention Plans and Trusts, 5,934 shares held in the
ESOP, 20,399 shares held in the Company's Deferred Compensation Program and
90,000 shares which may be acquired upon the exercise of stock options
exercisable within 60 days of the Voting Record Date.
</TABLE>
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth a summary of certain information
concerning the compensation paid by the Company and the Savings Bank for
services rendered in all capacities during the three years ended June 30, 1997
to the Chief Executive Officer and the only executive officer of the Company and
its subsidiaries whose total compensation during the last fiscal year exceeded
$100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
--------------------------------------- ---------------------------------
Awards Payouts All Other
Name and Fiscal Other Annual Stock LTIP Compensation
Principal Position Year Salary(1) Bonus Compensation(2) Grants(3) Options Payouts (4)
------------------ ---- --------- ----- --------------- --------- ------- ------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert C. Sinewe 1997 $135,600 $16,950 0 -- -- 0 $30,203
President and Chief 1996 130,836 16,354 0 -- -- 0 22,012
Executive Officer 1995 127,020 10,585 0 -- -- 0 19,014
Margaret VonDerau 1997 $106,800 $12,900 0 -- -- 0 $23,759
Senior Vice President 1996 103,536 12,492 0 -- -- 0 17,381
and Secretary 1995 100,620 8,085 0 -- -- 0 14,934
- -------------
(1) Includes compensation for service as a director.
(2) Does not include amounts attributable to miscellaneous benefits received by
executive officers, including the use of automobiles leased by the Company.
In the opinion of management of the Company, the costs to the Company of
providing such benefits to any individual executive officer during the
indicated periods did not exceed the lesser of $50,000 or 10% of the total
of annual salary and bonus reported for the individual.
(3) At June 30, 1997, Mr. Sinewe and Mrs. VonDerau held 5,000 and 4,000 shares
of restricted Common Stock, respectively, granted pursuant to the Company's
Recognition and Retention Plans, which had a fair market value of $129,375
and $103,500, respectively on such date.
(4) In fiscal 1997, represents the Savings Bank's contribution on behalf of Mr.
Sinewe and Mrs. VonDerau to the Profit Sharing Plan in the amount of
$13,010 and $10,234, respectively, and the allocation of shares of Common
Stock pursuant to the Company's ESOP with a fair market value of $17,193
and $13,525, respectively.
</TABLE>
<PAGE>
Stock Options
The following table sets forth certain information concerning exercises
of stock options by the named executive officers during the fiscal year ended
June 30, 1997 and options held at June 30, 1997.
<TABLE>
<CAPTION>
Aggregate Option Exercises in Last Fiscal Year
and Year End Option Values
Shares Number of Unexercised Options Value of Unexercised Options at
Acquired on Value at Year End Year End(1)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert C. Sinewe 1,700 $29,113 19,740 5,360 $313,373 $85,090
Margaret VonDerau 1,400 23,975 15,800 4,300 250,825 68,263
- -----------------
(1) Based on a per share market price of approximately $25.875 at June 30,
1997.
</TABLE>
Director Compensation
Directors of the Savings Bank who are not executive officers receive a
monthly fee of $1,000 ($1,300 for the Chairman of the Board) and non-officer
directors who are members of the Board's Loan Committee receive a monthly fee of
$100.
Directors' Stock Option Plan. The Company has adopted the 1993
Directors' Stock Option Plan (the "Directors' Plan") which provides for the
grant of compensatory stock options to non-employee directors of the Company.
Pursuant to the Directors' Plan, each director of the Company who is not an
employee of the Company or any subsidiary was granted a compensatory stock
option to purchase 5,000 shares of Common Stock at the actual purchase price of
a share of Common Stock in the Company's initial public stock offering in
November 1993. In addition, a compensatory stock option to purchase 200 shares
of Common Stock is granted to each non-employee director on each anniversary of
the date of the Company's initial public offering with an exercise price equal
to the fair market value of a share of Common Stock on such date for as long as
shares are available under the plan. Further, each new non-employee director of
the Company or the Bank will receive a compensatory stock option to purchase 500
shares of Common Stock upon election to the Board of Directors with an exercise
price equal to the fair market value of a share of Common Stock on the date of
grant. Options granted pursuant to the Directors' Plan are vested and
exercisable six months from the date of grant. A total of 43,407 shares of
Common Stock are reserved for issuance and are available under the Directors'
Plan.
Directors' Deferred Compensation Plan. The Company and the Savings Bank
maintain a deferred compensation program for its directors whereby directors can
elect to defer all or a portion of their directors' fees. Deferred fees are to
be paid to participants in installments commencing in the year following the
year in which a person ceases to be a member of the Board of Directors.
<PAGE>
The deferred compensation program provides that amounts deferred
thereunder may be paid in shares of Common Stock based on the then-existing
value of the amount of Common Stock, including fractional shares, which could
have been purchased with the percentage of a director's deferred account that
the director elected to have valued as though it were invested in Common Stock.
In addition, the program also permits directors of the Company and the Savings
Bank, who are also employees of the Company or the Savings Bank, to defer
receipt of a portion of their other compensation, including salary and bonuses.
The Company and the Savings Bank contributed to a trust an amount of cash which
corresponds to the amount of fees and other compensation deferred at the
direction of directors for the purpose of investment in shares of Common Stock.
The trust uses such funding to acquire shares of Common Stock on the open
market. The shares of Common Stock held in the trust are voted by an independent
trustee prior to distribution to participating directors in accordance with the
terms of the deferred compensation plan.
Compensation Committee
The Compensation and Benefits Plan Committee of the Board of Directors
determines compensation for executive officers. During the fiscal year ended
June 30, 1997, the members of the Committee were Messrs. Hoegel (Chairman),
Aeberli and Hook. No member of the Committee is a current or former officer or
employee of the Company or any of its subsidiaries. The report of the Committee
with respect to compensation for the Chief Executive Officer and all other
executive officers for the fiscal year ended June 30, 1997 is set forth below.
Report of the Compensation Committee
The performance of both WVS Financial Corp. and West View Savings Bank
are evaluated along with the contributions as related to the job performance of
each member of senior management. This evaluation is the basis to determine
compensation and benefits afforded these individuals. Economic conditions,
similar financial services data and peer group surveys provide additional
information to assist in the compensation process.
Employment contracts between WVS Financial Corp. and the four senior
management executives were amended in June 1997 to extend three (3) years
effective July 1, 1997.
Fiscal 1997 net income totaled $2,959,000 while the combined assets of
the Bank and WVS Financial Corp. grew approximately 13.5%. As a result of the
financial growth and profitability, the committee increased the annual salary of
Chief Executive Officer Robert C. Sinewe by 3.5% and paid him a one and one-half
month bonus. Similar adjustments were provided to other senior executives.
William J. Hoegel, Chairman
David L. Aeberli
Donald E. Hook
<PAGE>
Performance Graph
The following graph compares the yearly cumulative total return on the
Common Stock over a measurement period since the Company's initial issuance of
Common Stock in November 1993 with (i) the Center for Research in Security
Prices ("CRSP") Total Return Index for the National Association of Securities
Dealers, Inc. Automated Quotation ("NASDAQ") Stock Market (for United States
companies) and (ii) the NASDAQ Bank Stocks Total Return Index. All of these
cumulative returns are computed assuming the reinvestment of dividends at the
frequency with which dividends were paid during the applicable years.
[GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]
<TABLE>
<CAPTION>
STOCK PERFORMANCE GRAPH DATA 11/30/93 6/30/94 6/30/95 6/30/96 6/30/97
- ---------------------------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
CRSP TOTAL RETURN INDEX
FOR THE NASDAQ STOCK MARKET 100.00 93.86 125.29 160.86 195.62
NASDAQ BANK STOCKS INDEX 100.00 109.99 124.22 161.69 252.77
WVS FINANCIAL CORP. INDEX 100.00 155.44 170.79 235.28 326.33
</TABLE>
<PAGE>
Employment Agreements
The Company and the Savings Bank (collectively the "Employers")
maintain employment agreements with Mr. Robert C. Sinewe and Mrs. Margaret
VonDerau effective July 1, 1997. The Employers have agreed to employ Mr. Sinewe
as President and Chief Executive Officer of the Employers for a term of three
years with a current salary of $140,400, and Mrs. VonDerau as Senior Vice
President and Corporate Secretary for a term of three years with a current
salary of $106,800. Such salaries may be increased at the discretion of the
Board of Directors from time to time, but may not be decreased during the term
of the employment agreements without the prior written consent of the
executives. The terms of the employment agreements shall be extended each year
for successive additional one-year periods unless the Employers or the
executives elect, not less than 30 days prior to the annual anniversary date,
not to extend the employment terms.
The employment agreements are terminable with or without cause by the
Employers. The executives shall have no right to compensation or other benefits
pursuant to the employment agreements for any period after voluntary termination
or termination by the Employers for cause, disability, retirement or death,
provided, however, that (i) in the event that the executives terminate their
employment because of failure of the Employers to comply with any material
provision of the employment agreements or (ii) the employment agreements are
terminated by the Employers other than for cause, disability, retirement or
death or by the officers as a result of certain adverse actions which are taken
with respect to their employment following a Change of Control of the Company,
as defined, Mr. Sinewe and Mrs. VonDerau will be entitled to a cash severance
amount equal to three times their base salary, and a continuation of benefits
similar to those they are receiving at the time of such termination for the
remaining term of the agreements or until the executives obtain full-time
employment with another employer.
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.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended ("1934
Act"), requires the Company's officers and directors, and persons who own more
than 10% of the Common Stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the National
Association of Securities Dealers, Inc. 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 Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, the Company believes that during the year ended June 30, 1997, all
Section 16(a) filing requirements applicable to its officers, directors and 10%
stockholders were complied with.
<PAGE>
Transactions With Certain Related Persons
Federal law requires that all loans or extensions of credit by the
Savings Bank to executive officers and directors and members of their immediate
family must be made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
the general public and must not involve more than the normal risk of repayment
or present other unfavorable features. In addition, loans made by the Savings
Bank to a director or executive officer in excess of the greater of $25,000 or
5% of the Savings Bank's capital and surplus (up to a maximum of $500,000) must
be approved in advance by a majority of the disinterested members of the Board
of Directors.
The Savings Bank's policy provides that all loans made by the Savings
Bank to its directors and officers are made in the ordinary course of business,
are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than the normal risk of collectability or
present other unfavorable features. As of June 30, 1997, nine of the Savings
Bank's directors and executive officers or members of their immediate families
had aggregate loan balances in excess of $60,000, which amounted to
approximately $1.5 million in the aggregate. All such loans were made by the
Savings Bank in the ordinary course of business and were not made with favorable
terms nor did they involve more than the normal risk of collectability.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed S.R. Snodgrass,
A.C., independent certified public accountants, to perform the audit of the
Company's financial statements for the year ending June 30, 1998, 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 S.R. Snodgrass, A.C. 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. S.R. Snodgrass, A.C. 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 S.R. Snodgrass, A.C. as independent auditors for the fiscal
year ending June 30, 1998.
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 1998, must be received at
the principal executive offices of the Company, 9001 Perry Highway, Pittsburgh,
Pennsylvania 15237, Attention: Margaret VonDerau, Senior Vice President and
Secretary, no later than May 29, 1998. If such proposal is in compliance with
all of the requirements of Rule 14a-8 under the Exchange 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.
<PAGE>
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Article 10D of the Company's
Articles of Incorporation, which provides that business at an annual meeting of
stockholders must be (a) properly brought before the meeting by or at the
direction of the Board of Directors, or (b) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 60 days prior to the
anniversary date of the mailing of the proxy materials by the Company for the
immediately preceding annual meeting. A stockholder's notice must set forth as
to each matter the stockholder proposes to bring before an annual meeting (a) a
brief description of the business desired to be brought before the annual
meeting, (b) the name and address, as they appear on the Company's books, of the
stockholder proposing such business, (c) the class and number of shares of
Common Stock of the Company which are beneficially owned by the stockholder and
to the extent known, by any other stockholders known by such stockholder to be
supporting such proposal, and (d) any financial interest of the stockholder in
such proposal.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year
ended June 30, 1997 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 1997 required to be filed with the Commission under the 1934 Act.
Such written requests should be directed to David J. Bursic, Vice President,
Treasurer and Chief Financial Officer, WVS Financial Corp., 9001 Perry Highway,
Pittsburgh, Pennsylvania 15237. 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.
<PAGE>
REVOCABLE PROXY
WVS Financial Corp.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 28, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WVS FINANCIAL
CORP. (THE "COMPANY") FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON OCTOBER 28, 1997 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as of September 12, 1997,
hereby authorizes the Board of Directors of the Company, or any successors
thereto, as proxies with full powers of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the Orchard Hill Church, located at 2551 Brandt School Road, Wexford,
Pennsylvania, on Tuesday, October 28, 1997 at 10:00 a.m., Eastern Time, and at
any adjournment of said meeting, and thereat to act with respect to all votes
that the undersigned would be entitled to cast, if then personally present, as
follows:
1. The election as directors of all nominees listed (except as marked to the
contrary below):
Nominees for four-year term: James S. McKain, Jr. and James H. Ritchie
[ ] FOR [ ] WITHHOLD [ ] EXCEPT
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 of S.R. Snodgrass, A.C. as the Company's
independent auditors for the fiscal year ending June 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
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 PROPOSAL 2 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.
<PAGE>
Please sign exactly as your name(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 be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
WVS FINANCIAL CORP.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
