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>
[WVS LETTERHEAD]
September 24, 1998
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
27, 1998 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.
David J. Bursic James S. McKain, Jr.
President and Chief Executive Officer Chairman of the Board
<PAGE>
WVS FINANCIAL CORP.
9001 Perry Highway
Pittsburgh, Pennsylvania 15237
(412) 364-1911
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 27, 1998
----------------
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 27, 1998 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 three (3) 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, 1999; 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 11, 1998 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
Margaret VonDerau
Senior Vice President, Treasurer and
Corporate Secretary
Pittsburgh, Pennsylvania
September 24, 1998
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 27, 1998
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 27, 1998 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 24, 1998.
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, Treasurer and Corporate 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.
In May 1998, the Company completed a two-for-one stock split on the
Common Stock. All share and price amounts for the Common Stock referred to in
this Proxy Statement have been adjusted for the stock split.
VOTING
Only stockholders of record of the Company at the close of business on
September 11, 1998 ("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 3,663,120 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 1999. 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.
2
<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 three 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 2002
Principal Occupation During Director
Name Age(1) the Past Five Years Since
---- ------ ------------------- -----
<S> <C> <C> <C>
David L. Aeberli 61 Director; Director, President of 1985
McDonald-Aeberli Funeral Home, Inc.,
located in Mars, Pennsylvania.
John M. Seifarth 69 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 54 Director; Senior Vice President and 1993
Corporate Secretary of the Company since
July 1993 and of the Savings Bank since
1990; Treasurer of the Company and the
Savings Bank since June 1998; prior
thereto served as Vice President and
Corporate Secretary of the Savings Bank.
</TABLE>
The Board of Directors recommends you vote FOR election of the nominees for
director.
3
<PAGE>
<TABLE>
<CAPTION>
Members of the Board of Directors Continuing in Office
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 58 Director; Director, President and Chief 1987
Executive Officer of Brandt Excavating,
Inc., located in Cranberry Township,
Pennsylvania; and retired former Director,
President and Chief Executive Officer of
Brandt Paving, Inc.
William J. Hoegel 60 Director; Sole Proprietor of William J. 1984
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 69 Director; Chairman of the Board of 1986
Directors of Pittsburgh Cut Flower Co.,
located in Pittsburgh, Pennsylvania.
David J. Bursic 36 Director; President and Chief Executive 1998
Officer of the Company and the Savings
Bank since June 1998; prior thereto
served as Senior Vice President, Treasurer
and Chief Financial Officer of the
Company and the Savings Bank since
1992 and in various positions with the
Company and the Savings Bank since
1985.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Directors Whose Terms Expire in 2001
Principal Occupation During Director
Name Age(1) the Past Five Years Since
---- ------ ------------------- -----
<S> <C> <C> <C>
James S. McKain, Jr. 73 Chairman of the Board; Chairman of the 1960
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 73 Director; Retired since 1983, formerly 1977
owner of Ingomar Pharmacy, located in
Ingomar, Pennsylvania.
</TABLE>
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(1) As of June 30, 1998.
4
<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 nine
regular and special meetings during the fiscal year ended June 30, 1998. 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,
1998, and the total number of meetings held by all committees on which he or she
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, 1998.
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, 1998, the Board
of Directors met sixteen times. The Board of Directors of the Savings Bank has
established the following committees:
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 five times during fiscal 1998.
<PAGE>
Loan Committee. The Loan Committee consists of Messrs. Ritchie
(Chairman), Hook and Aeberli, and from management, Messrs. Bursic, Wielgus and
Eichner. The Loan Committee, which approves all loans originated by the Savings
Bank, meets weekly and met forty-one times during fiscal 1998.
Investment Committee. The Investment Committee consists of Messrs.
Ritchie (Chairman), Hook and Aeberli, and from management, Mr. Bursic and Mrs.
VonDerau. The Investment Committee, which approves all securities purchased by
the Company and the Savings Bank, meets quarterly and met four times during
fiscal 1998.
In addition to the committees described above, the Savings Bank has
also established other committees which
5
<PAGE>
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.
Edward M. Wielgus. Age 47. Mr. Wielgus has been a Senior Vice President
of the Company since October 1997, previously 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.
6
<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, (iii) the
former chief executive officer of the Company, and (iv) 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 11, 1998(1)(2) Common Stock
------------------ ------------------------ ------------
<S> <C> <C>
Robert W. Beilstein, Esq., Trustee 202,596 (3) 5.6 %
Goehring, Rutter & Boehm
Frick Building, 14th Floor
Pittsburgh, Pennsylvania 15219
Directors:
James S. McKain, Jr. 68,772 (4) 1.9
David L. Aeberli 56,112 (5) 1.6
Arthur H. Brandt 64,470 (6) 1.8
David J. Bursic 123,391 (7) 3.4
William J. Hoegel 21,590 (8) 0.6
Donald E. Hook 63,946 (9) 1.8
James H. Ritchie 63,472 (10) 1.8
John M. Seifarth 32,408 (11) 0.9
Margaret VonDerau 135,098 (12) 3.7
All directors and 680,566 (13) 18.5
executive officers as a
group (10 persons)
Former officer:
Robert C. Sinewe 197,879 (14) 5.5
</TABLE>
- -----------------
(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.
7
<PAGE>
(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 74,500 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 86,498 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 41,598 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 186,622 shares of Common Stock held pursuant to the
Company's Recognition and Retention Plans and Trusts, of which 174,450
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 173,962 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 26,000 shares held jointly with Mr. McKain's wife, 22,000
shares held by the Company's deferred compensation plan, 600 shares
held solely by Mr. McKain's wife and 790 shares held by the Recognition
and Retention Plan and Trust for Directors. Also includes 11,600 shares
which may be acquired upon the exercise of stock options which are
exercisable within 60 days of the Voting Record Date.
(5) Includes 15,000 shares held jointly with Mr. Aeberli's wife, 4,110
shares held solely by Mr. Aeberli's wife, 50 shares held jointly by Mr.
Aeberli's wife and daughter, 9,480 shares held by the McDonald Aeberli
Funeral Home, Inc. profit sharing plan for the benefit of Mr. Aeberli
and his wife, 790 shares held in a Recognition and Retention Plan and
400 shares which may be acquired upon the exercise of stock options
exercisable within 60 days of the Voting Record Date.
(6) Includes 13,160 shares held by the Company's deferred compensation
plan, 788 shares held by the Recognition and Retention Plan and Trust
for Directors and 400 shares which may be acquired upon the exercise of
stock options which are exercisable within 60 days of the Voting Record
Date.
<PAGE>
(7) Includes 40,276 shares held jointly with Mr. Bursic's wife, 9,738
shares held solely by Mr. Bursic's wife, 200 shares held by Mr.
Bursic's children, 10,029 shares held by the Savings Bank's Profit
Sharing Plan, 10,472 shares held by a Recognition and Retention Plan
and Trust, 4,338 shares held for the account of Mr. Bursic in the ESOP,
and 20,720 shares which may be acquired upon the exercise of stock
option exercisable within 60 days of the Voting Record Date.
(8) Includes 790 shares held by the Recognition and Retention Plan and
Trust for Directors. Also includes 10,800 shares which may be acquired
upon the exercise of stock options which are exercisable within 60 days
of the Voting Record Date.
(9) Includes 45,500 shares held jointly with Mr. Hook's wife, 800 shares
held by the Company's deferred compensation plan, 790 shares held by
the Recognition and Retention Plan and Trust for Directors and 400
shares which may be acquired upon exercise of stock options which are
exercisable within 60 days of the Voting Record Date.
8
<PAGE>
(10) Includes 48,300 shares held jointly with Mr. Ritchie's wife, 790 shares
held in a Recognition and Retention Plan for Directors and 6,600 shares
which may be acquired upon the exercise of stock options exercisable
within 60 days of the Voting Record Date.
(11) Includes 2,400 shares held jointly with Mr. Seifarth's wife, 5,638
shares held by the Company's deferred compensation plan, 788 shares
held in a Recognition and Retention Plan and 400 shares which may be
acquired upon the exercise of stock options exercisable within 60 days
of the Voting Record Date.
(12) Includes 34,027 shares held by the Savings Bank's Profit Sharing Plan,
10,472 shares held by a Recognition and Retention Plan and Trust, 5,761
shares held for the account of Mrs. VonDerau in the ESOP, 100 shares
held in an estate trust for which Mrs. VonDerau is a trustee, and 3,120
shares which may be acquired upon the exercise of stock options
exercisable within 60 days of the Voting Record Date.
(13) Includes on behalf of directors and executive officers as a group,
46,657 shares held by the Savings Bank's Profit Sharing Plan, 36,942
shares held by the Recognition and Retention Plans and Trusts, 13,903
shares held in the ESOP, 41,598 shares held in the Company's deferred
compensation plan and 63,160 shares which may be acquired upon the
exercise of stock options exercisable within 60 days of the Voting
Record Date.
(14) Includes 48,215 shares held by the Savings Bank's Profit Sharing Plan
and 7,330 shares held for the account of Mr. Sinewe in the ESOP. Also
includes 1,908 shares held solely by Mr. Sinewe's wife and 363 shares
held by the Savings Bank's Profit Sharing Plan and 2,244 shares held in
the ESOP for Mr. Sinewe's wife.
9
<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, 1998
to the Chief Executive Officer and the other executive officers 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>
David J. Bursic(5) 1998 $ 87,600 $10,950 -- $ 204,531 15,600 -- $ 43,208
President and Chief 1997 80,400 13,050 -- -- -- -- 18,764
Executive Officer 1996 75,600 9,450 -- -- -- -- 12,856
Margaret VonDerau 1998 $ 106,800 $13,350 -- $ 204,531 15,600 -- $ 55,819
Senior Vice President, 1997 106,800 12,900 -- -- -- -- 23,759
Treasurer and Secretary 1996 103,536 12,492 -- -- -- -- 17,381
Robert C. Sinewe(5) 1998 $140,400 $17,550 -- $ 204,531 15,600 -- $624,746
Former President and 1997 135,600 16,950 -- -- -- -- 30,203
Chief Executive Officer 1996 130,836 16,354 -- -- -- -- 22,012
</TABLE>
- ----------
(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) Reflects the grant to each of Messrs. Bursic and Sinewe and Mrs.
VonDerau of 13,090 shares of restricted Common Stock pursuant to the
Company's Recognition and Retention Plans, which had the indicated
value on the date of grant. The grants vested 20% immediately and 20%
per year thereafter over four years. Dividends paid on the Common Stock
are paid to the holder of the restricted stock under the plans. At June
30, 1998, each of Messrs. Bursic and Sinewe and Mrs. VonDerau held
10,472 shares of restricted Common Stock, which had a fair market value
of $167,552 on such date. The restricted Common Stock held by Mr.
Sinewe held in the Recognition Plan was canceled upon his termination
of employment in July 1998.
<PAGE>
(4) In fiscal 1998, represents the Savings Bank's contribution on behalf of
Messrs. Bursic, Sinewe and Mrs. VonDerau to the Profit Sharing Plan in
the amount of $9,047, $12,265 and $11,688, respectively, and the
allocation of shares of Common Stock pursuant to the Company's ESOP
with a fair market value of $34,160, $56,281 and $44,131, respectively.
In addition, includes severance payments of $556,200 payable to Mr.
Sinewe pursuant to a severance agreement entered into in June 1998. See
"-Severance Agreement."
(5) Mr. Bursic replaced Mr. Sinewe as President and Chief Executive Officer
on June 19, 1998. Prior thereto, Mr. Bursic served as Senior Vice
President, Treasurer and Chief Financial Officer of the Company and the
Savings Bank.
10
<PAGE>
Stock Options
The following table sets forth certain information concerning grants of
stock options awarded to the named executive officers during the year ended June
30, 1998.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
Options % of Total Options Granted Exercise Expiration Grant Date
Name Granted(1) to Employees(2) Price(3) Date Present Value(4)
---- ---------- --------------- -------- ---- ----------------
<S> <C> <C> <C> <C> <C>
David J. Bursic 15,600 17.1% $ 15.625 11/29/07 $44,148
Margaret VonDerau 15,600 17.1 15.625 11/29/07 44,148
Robert C. Sinewe(5) 15,600 17.1 15.625 11/29/07 44,148
</TABLE>
(1) In all cases the options vested 20% immediately on the date of grant
and 20% per year thereafter over four years.
(2) Percentage of options granted to all employees during fiscal 1998.
(3) In all cases the exercise price was based on the fair market value of a
share of Common Stock on the date of grant.
(4) Based on the Black-Scholes model adopted for use in estimating the
value of executive stock options. There is no assurance the value
realized by an executive will be at or near the value estimated by the
Black-Scholes model. The actual value, if any, an executive may realize
will depend on the excess of the stock price over the exercise price on
the date the option is exercised. In determining the Black-Scholes
estimate of value the following underlying assumptions were used: (i)
historical stock price volatility of 15.3%, calculated as the standard
deviation of the month-end closing price of the Common Stock over the
twelve month period prior to the grant of the option; (ii) an expected
dividend yield of 3.84%, calculated by dividing the Company's
annualized dividend rate of $0.60 per share at the time of grant by the
Common Stock's fair market value of $15.625; (iii) the risk-free rate
of return represents the 10-year constant maturity treasury yield on
November 20, 1997, as reported by the Federal Reserve Statistical
Release H.15; and (iv) option term of 10 years, represents the period
from the date of grant of each option to the expiration of the term of
the option.
(5) The options granted to Mr. Sinewe were cancelled after his termination
of employment in June 1998.
<PAGE>
The following table sets forth certain information concerning exercises
of stock options by the named executive officers during the fiscal year ended
June 30, 1998 and options held at June 30, 1998.
<TABLE>
<CAPTION>
Aggregate Option Exercises in Last Fiscal Year
and Year End Option Values
Number of Unexercised Options at Value of Unexercised Options at
Shares Year End Year End(1)
Acquired on Value ------------------------------------ ------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David J. Bursic 17,000 $202,538 20,720 12,480 $ 194,770 $ 4,680
Margaret VonDerau 40,200 509,050 3,120 12,480 1,170 4,680
Robert C. Sinewe (2) 4,200 53,200 49,120 12,480 507,170 4,680
</TABLE>
(1) Based on a per share market price of approximately $16.00 at June 30,
1998.
(2) Mr. Sinewe exercised 46,000 exercisable stock options on July 13, 1998
and realized a value of $471,500. All remaining stock options held by
Mr. Sinewe were canceled after his termination of employment in June
1998.
11
<PAGE>
Director Compensation
During fiscal 1998 directors of the Savings Bank who are not executive
officers ("outside directors") received a monthly fee of $1,000 ($1,300 for the
Chairman of the Board and $1,200 for the Vice Chairman of the Board). Effective
July 1, 1998, outside directors will receive a monthly fee of $1,200 ($1,700 for
the Chairman of the Board and $1,400 for the Vice Chairman of the Board).
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 10,000 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 400 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
1,000 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 86,814 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.
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.
12
<PAGE>
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, 1998, 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, 1998 is set forth below.
Report of the Compensation Committee
General
In determining senior management compensation levels, including base
salaries and performance bonuses, the Compensation Committee reviewed the
performance of each senior officer against various objectives and financial
performance targets such as: income, expenses, asset quality, operating margins,
return on assets and return on equity. The level of any salary increase is based
upon an executive job performance over the year in conjunction with Company
goals of profitability and growth. Economic conditions and peer group
compensation surveys provide additional information to support the compensation
planning process.
Base salary levels are intended to be consistent with comparable
financial institutions in the Company's peer group, subject to the Company's
financial performance. Discretionary annual performance bonuses have been paid
based upon the Company's financial performance in prior years and the
executive's abilities and contributions to the Company's financial success.
In November 1997, substantially all of the Company's employees were
awarded shares of restricted Company Common Stock and incentive stock options.
All Company awards were based upon the fair market value of the Company's Common
Stock on the date of the award ($15.625 per share). The purpose of the
restricted stock and incentive stock option awards is to provide the Company's
employees with a proprietary interest in the Company that will align the
interests of employees with those of stockholders.
Compensation of the Chief Executive Officer
The Compensation Committee, after taking into consideration the factors
discussed above, paid Mr. Bursic a performance bonus of $10,950 for his
contributions to fiscal 1998 profitability. In connection with his promotion to
President and Chief Executive Officer of the Company and the Savings Bank, the
Compensation Committee established a base salary of $120,000 per year effective
July 1, 1998.
William J. Hoegel, Chairman
David L. Aeberli
Donald E. Hook
13
<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 Nasdaq Stock Market (for United
States companies) and (ii) the Nasdaq Stock Market 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.
[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 6/30/98
- ---------------------------- -------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
WVS FINANCIAL CORP. 100.00 155.44 170.78 235.28 326.32 430.74
NASDAQ BANK STOCKS 100.00 109.99 124.23 161.69 252.77 350.82
CRSP TOTAL NASDAQ (US) 100.00 93.86 125.29 160.86 195.59 258.09
</TABLE>
14
<PAGE>
Employment Agreements
The Company and the Savings Bank (collectively the "Employers")
maintain employment agreements with Mr. David J. Bursic and Mrs. Margaret
VonDerau. The Employers have agreed to employ Mr. Bursic in his current position
as President and Chief Executive Officer of the
Employers for a term of three
years with a current salary of $120,000, 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. Bursic 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.
Previously, the Employers maintained a similar employment agreement
with Robert C. Sinewe as President and Chief Executive Officer.
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.
Severance Agreement
In connection with Robert C. Sinewe's termination as President and
Chief Executive Officer of the Company and the Savings Bank, the parties entered
into a severance agreement dated June 19, 1998, pursuant to which Mr. Sinewe
resigned as an officer, employee and director of the Company and the Savings
Bank and the Employers agreed to pay Mr. Sinewe an aggregate of $556,200,
payable in a lump sum payment of $135,000 and $421,200, payable in 72 equal
semi-monthly installments through June 30, 2001, in lieu of any rights or
benefits due Mr. Sinewe pursuant to his employment agreement or otherwise as a
result of his employment.
<PAGE>
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, 1998, all
Section 16(a) filing requirements applicable to its officers, directors and 10%
stockholders were complied with.
15
<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, 1998, eight 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 $1.6 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, 1999, 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, 1999.
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 1999, must be received at
the principal executive offices of the Company, 9001 Perry Highway, Pittsburgh,
Pennsylvania 15237, Attention: Margaret VonDerau, Senior Vice President ,
Treasurer and Corporate Secretary, no later than May 28, 1999. 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 immediately preceding annual meeting. A stockholder's
notice must
16
<PAGE>
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. Accordingly, stockholder proposals submitted under the
Company's Articles of Incorporation in connection with the next annual meeting
of stockholders must be received by the Company no later than August 28, 1999.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year
ended June 30, 1998 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 1998 required to be filed with the Commission under the 1934 Act.
Such written requests should be directed to David J. Bursic, President and Chief
Executive 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.
17
<PAGE>
[WVS letterhead]
September 24, 1998
TO: Participants in the Profit Sharing Plan of West View Savings Bank
As described in the attached materials, your proxy as a stockholder of WVS
Financial Corp. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct, on a
confidential basis, the manner in which shares of Common Stock of the Company
allocated to your account under the West View Savings Bank Profit Sharing Plan
(the "Plan") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to
be voted upon, and a voting instruction ballot, which will permit you to vote
the shares allocated to your account. After you have reviewed the Proxy
Statement, we urge you to vote your shares held pursuant to the Plan by marking,
dating, signing and returning the enclosed voting instruction ballot to the
Trustee of the Plan, Mr. Robert W. Beilstein, Attorney at Law, c/o Goehring,
Rutter & Boehm, 14th Floor, Frick Building, Pittsburgh, Pennsylvania, 15219, who
will tabulate the votes. The Trustee will certify the totals to the Company for
the purpose of having those shares voted.
We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the Plan are not
received, the shares allocated to your account will be voted by the Trustee in
the same proportion as it votes pursuant to instructions it actually receives
from participants. While I hope that you will vote in the manner recommended by
the Board of Directors, the most important thing is that you vote in whatever
manner you deem appropriate. Please take a moment to do so.
Please note the enclosed material relates only to those shares which have been
allocated to your account under the Plan. You will receive other voting material
for those shares owned by you individually and not under the Plan.
Sincerely,
David J. Bursic
President
<PAGE>
[WVS letterhead]
September 24, 1998
TO: Persons Granted Restricted Stock Under the Recognition and Retention
Plans of WVS Financial Corp.
As described in the attached materials, your proxy as a stockholder of WVS
Financial Corp. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct the
manner in which shares of restricted Common Stock of the Company granted to you
pursuant to the Company's Recognition and Retention Plans and Trusts
("Recognition Plans") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to
be voted upon, and a voting instruction ballot, which will permit you to vote
the restricted shares granted to you. After you have reviewed the Proxy
Statement, we urge you to vote your restricted shares held pursuant to the
Recognition Plans by marking, dating, signing and returning the enclosed voting
instruction ballot to the administrators of the Recognition Plans. The Plan
Administrators will certify the totals to the Company for the purpose of having
those shares voted by the Trustees of the Recognition Plans.
We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the Recognition
Plans are not received, the shares will not be voted. While I hope that you will
vote in the manner recommended by the Board of Directors, the most important
thing is that you vote in whatever manner you deem appropriate. Please take a
moment to do so.
Please note that the enclosed material relates only to those shares which have
been granted to you under the Recognition Plans. You will receive other voting
material for those shares owned by you individually and not under the
Recognition Plans.
Sincerely,
David J. Bursic
President
<PAGE>
[WVS letterhead]
September 24, 1998
TO: Participants in the Employee Stock Ownership Plan of WVS Financial Corp.
As described in the attached materials, your proxy as a stockholder of WVS
Financial Corp. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct, on a
confidential basis, the manner in which shares of Common Stock of the Company
allocated to your account under the Company's Employee Stock Ownership Plan (the
"Plan") will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to
be voted upon, and a voting instruction ballot, which will permit you to vote
the shares allocated to your account. After you have reviewed the Proxy
Statement, we urge you to vote your shares held pursuant to the Plan by marking,
dating, signing and returning the enclosed voting instruction ballot to the
Trustee of the Plan, Mr. Robert W. Beilstein, Attorney at Law, c/o Goehring,
Rutter & Boehm, 14th Floor, Frick Building, Pittsburgh, Pennsylvania, 15219, who
will tabulate the votes. The Trustee will certify the totals to the Company for
the purpose of having those shares voted.
We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the Plan are not
received, the shares allocated to your account will not be voted. While I hope
that you will vote in the manner recommended by the Board of Directors, the most
important thing is that you vote in whatever manner you deem appropriate. Please
take a moment to do so.
Please note the enclosed material relates only to those shares which have been
allocated to your account under the Plan. You will receive other voting material
for those shares owned by you individually and not under the Plan.
Sincerely,
David J. Bursic
President
<PAGE>
REVOCABLE PROXY
WVS Financial Corp.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 27, 1998
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 27, 1998 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as of September 11, 1998,
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 27, 1998 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:
David L. Aeberli, John M. Seifarth and Margaret VonDerau
[ ] 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, 1999.
[ ] 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.
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.
<PAGE>
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
