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, 1999
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
26, 1999 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.
/s/David J. Bursic /s/William J. Hoegel
David J. Bursic William J. Hoegel
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 26, 1999
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 26, 1999 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, 2000; 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 9, 1999 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, Treasurer and
Corporate Secretary
Pittsburgh, Pennsylvania
September 24, 1999
- --------------------------------------------------------------------------------
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 26, 1999
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 26, 1999 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, 1999.
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.
VOTING
Only stockholders of record of the Company at the close of business on
September 9, 1999 ("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 3,051,046 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 2000. 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. Due to the recent deaths of two directors, one director
was reclassified to the class with a term expiring in 2001 in order to balance
the size of the classes.
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 2003
Principal Occupation During Director
Name Age(1) the Past Five Years Since
- ----------------------------- ----------- ----------------------------------------- -------------------
<S> <C> <C> <C>
Arthur H. Brandt 59 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 61 Chairman of the Board of the Company 1984
and the Savings Bank since May 1999;
Sole Proprietor of William J. Hoegel &
Associates, a manufacturer's
representative, since October 1989;
previously served as Executive Vice
President of Power Piping Co., located in
Pittsburgh, Pennsylvania.
</TABLE>
The Board of Directors recommends you vote FOR election
of the nominees for director.
2
<PAGE>
<TABLE>
<CAPTION>
Members of the Board of Directors Continuing in Office
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 70 Director; Chairman of the Board of 1986
Directors of Pittsburgh Cut Flower Co.,
located in Pittsburgh, Pennsylvania.
David J. Bursic 37 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.
<CAPTION>
Director Whose Term Expires in 2001
Principal Occupation During Director
Name Age(1) the Past Five Years Since
- ----------------------------- ----------- ----------------------------------------- -------------------
<S> <C> <C> <C>
John M. Seifarth 70 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.
<CAPTION>
Directors Whose Terms Expire in 2002
Principal Occupation During Director
Name Age(1) the Past Five Years Since
- ----------------------------- ----------- ----------------------------------------- -------------------
<S> <C> <C> <C>
David L. Aeberli 62 Director; Director, President of 1985
McDonald-Aeberli Funeral Home, Inc.,
located in Mars, Pennsylvania.
Margaret VonDerau 59 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>
- ---------------
(1) As of June 30, 1999.
3
<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 eight
regular and special meetings during the fiscal year ended June 30, 1999. 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,
1999, 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, 1999.
The Board of Directors of the Company has established an Audit
Committee which consists of Messrs. Seifarth (Chairman), Aeberli 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
1999.
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, 1999, the Board
of Directors met twelve times. The Board of Directors of the Savings Bank has
established the following committees:
Loan Committee. The Loan Committee consists of Messrs. Aeberli
(Chairman), Hook and Seifarth, 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 1999.
Investment Committee. The Investment Committee consists of Messrs. Hook
(Chairman), Brandt, Seifarth 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 1999.
4
<PAGE>
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: Audit Committee, Nominating
Committee, Personnel Committee, Budget Committee, Supervisory Examination
Committee, Profit Sharing Committee, Classification of Assets Review Committee,
Deferred Compensation Committee, Business Plan Committee and Community
Reinvestment Committee.
The Company has also established 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 48. Mr. Wielgus has been a Senior Vice President
and Chief Lending Officer 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.
5
<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 9, 1999(1)(2) Common Stock
------------------ ----------------------- ------------
<S> <C> <C>
Robert W. Beilstein, Esq., Trustee 192,205(3) 6.3%
Goehring, Rutter & Boehm
Frick Building, 14th Floor
Pittsburgh, Pennsylvania 15219
Directors:
David L. Aeberli 53,712(4) 1.8
Arthur H. Brandt 53,670(5) 1.8
David J. Bursic 127,513(6) 4.2
William J. Hoegel 21,596(7) 0.7
Donald E. Hook 45,346(8) 1.5
John M. Seifarth 28,608(9) 0.9
Margaret VonDerau 139,314(10) 4.6
Edward M. Wielgus 53,162(11) 1.7
All directors and 522,921(12) 16.8%
executive officers as a
group (8 persons)
</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.
(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 58,400 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
6
<PAGE>
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 92, 207 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 75, 802 shares of Common Stock held pursuant to the Company's
Recognition and Retention Plans and Trusts, of which 61, 998 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 115,314 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 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, 396 shares held in a Recognition and Retention Plan and
Trust for Directors and 800 shares which may be acquired upon the
exercise of stock options exercisable within 60 days of the Voting
Record Date.
(5) Includes 13,160 shares held by the Company's deferred compensation
plan, 394 shares held by the Recognition and Retention Plan and Trust
for Directors and 800 shares which may be acquired upon the exercise of
stock options which are exercisable within 60 days of the Voting Record
Date.
(6) Includes 43,276 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, 7,854 shares held by a Recognition and Retention Plan and
Trust, 5,340 shares held for the account of Mr. Bursic in the ESOP, and
20,840 shares which may be acquired upon the exercise of stock options
exercisable within 60 days of the Voting Record Date.
(7) Includes 396 shares held by the Recognition and Retention Plan and
Trust for Directors. Also includes 11,200 shares which may be acquired
upon the exercise of stock options which are exercisable within 60 days
of the Voting Record Date.
(8) Includes 25,500 shares held jointly with Mr. Hook's wife, 1,800 shares
held by the Company's deferred compensation plan, 396 shares held in a
Recognition and Retention Plan and Trust for Directors and 800 shares
which may be acquired upon the exercise of stock options exercisable
within 60 days of the Voting Record Date.
(9) Includes 2,400 shares held jointly with Mr. Seifarth's wife, 5,638
shares held by the Company's deferred compensation plan, 394 shares
held in a Recognition and Retention Plan and Trust for Directors and
800 shares which may be acquired upon the exercise of stock options
exercisable within 60 days of the Voting Record Date.
(10) Includes 34,027 shares held by the Savings Bank's Profit Sharing Plan,
7,854 shares held by a Recognition and Retention Plan and Trust, 6,857
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 6,240
shares which may be acquired upon the exercise of stock options
exercisable within 60 days of the Voting Record Date.
7
<PAGE>
(11) Includes 5,000 shares held jointly with Mr. Wielgus' wife, 2,819 shares
held by the Savings Bank's Profit Sharing Plan, 7,854 shares held in a
Recognition and Retention Plan and Trust, 4,620 shares held for the
account of Mr. Wielgus in the ESOP, and 11,840 shares which may be
acquired upon the exercise of stock options exercisable within 60 days
of the Voting Record Date.
(12) Includes on behalf of directors and executive officers as a group,
46,876 shares held by the Savings Bank's Profit Sharing Plan, 25,538
shares held by the Recognition and Retention Plans and Trusts, 16,817
shares held in the ESOP, 20,598 shares held in the Company's deferred
compensation plan and 53,320 shares which may be acquired upon the
exercise of stock options exercisable within 60 days of the Voting
Record Date.
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, 1999
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) 1999 $120,000 $20,000 -- -- -- -- $21,080
President and Chief 1998 87,600 10,950 -- $204,531 15,600 -- 43,208
Executive Officer 1997 80,400 13,050 -- -- -- -- 18,764
- ------------------------------------------------------------------------------------------------------------------------------------
Margaret VonDerau 1999 $114,000 $18,400 -- -- -- -- $23,063
Senior Vice President, Treasurer 1998 106,800 13,350 -- $204,531 15,600 -- 55,819
and Corporate Secretary 1997 106,800 12,900 -- -- -- -- 23,759
- ------------------------------------------------------------------------------------------------------------------------------------
Edward M. Wielgus 1999 $86,400 $14,400 -- -- -- -- $17,167
Senior Vice President and Chief 1998 80,400 10,050 -- $204,531 15,600 -- 37,806
Lending Officer 1997 69,600 8,700 -- -- -- -- 15,377
====================================================================================================================================
</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 Wielgus 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, 1999, each of Messrs. Bursic and Wielgus and Mrs. VonDerau held
7,854 shares of restricted Common Stock, which had a fair market value
of $118,300 on such date.
(4) In fiscal 1999, represents the Savings Bank's contribution on behalf of
Messrs. Bursic and Wielgus and Mrs. VonDerau to the Profit Sharing Plan
in the amount of $6,148, $5,007 and $6,727, respectively, and the
allocation of shares of Common Stock pursuant to the Company's ESOP
with a fair market value of $14,932, $12,160 and $16,337, respectively.
(5) Mr. Bursic was elected 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.
8
<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, 1999 and options held at June 30, 1999.
<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 3,000 $30,187 20,840 9,360 $ 147,825 $ 0
Margaret VonDerau -- -- 6,240 9,360 0 0
Edward M. Wielgus -- -- 11,840 9,360 56,700 0
====================================================================================================================================
</TABLE>
(1) Based on a per share market price of approximately $15.125 at June 30,
1999.
Director Compensation
During fiscal 1999 directors of the Savings Bank who are not executive
officers ("outside directors") received a monthly fee of $1,200 ($1,400 for the
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 split adjusted 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 split adjusted 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 2,814 shares of Common Stock are reserved for future
grant 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.
9
<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, 1999, 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, 1999 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's 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.
The Compensation Committee noted the strong increase in return on
average shareholder equity from 10.45% during fiscal 1998 to 13.01% during
fiscal 1999 and the Company's record net income of $4.0 million. It was further
noted that diluted earnings per share increased 19.4% from $0.98 during fiscal
1998 to $1.17 during fiscal 1999.
Compensation of the Chief Executive Officer
The Compensation Committee, after taking into consideration the factors
discussed above, paid Mr. Bursic a performance bonus of $20,000 for his
contributions to fiscal 1999 profitability. Mr. Bursic's base salary was
increased to $138,000 effective July 1, 1999.
William J. Hoegel, Chairman
David L. Aeberli
Donald E. Hook
10
<PAGE>
Performance Graph
The following graph compares the yearly cumulative total return on the
Common Stock over the five years ended June 30, 1999 with (i) the Center for
Research in Security Prices ("CRSP") S&P 500 Index 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.
WVS Financial Corp.
Comparative Performance Graph
[GRAPHIC OMITTED -- GRAPH PLOTTED TO FIGURES IN TABLE BELOW]
<TABLE>
<CAPTION>
Period Ending
-------------------------------------------------------------------------------------------------
INDEX 11/30/93 6/30/94 6/30/95 6/30/96 6/30/97 6/30/98 6/30/99
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
WVS FINANCIAL CORP. 100.00 155.44 170.78 235.28 326.32 430.74 419.68
NASDAQ BANK STOCKS 100.00 109.99 124.24 161.80 252.91 350.49 346.32
S&P 500 100.00 97.77 123.45 155.76 210.01 274.08 336.07
</TABLE>
11
<PAGE>
Employment Agreements
The Company and the Savings Bank (collectively the "Employers")
maintain employment agreements with Messrs. David J. Bursic and Edward M.
Wieglus 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 $138,000, Mr.
Wieglus in his current position as Senior Vice President for a term of three
years with a current salary of $96,000 and Mrs. VonDerau as Senior Vice
President and Corporate Secretary for a term of three years with a current
salary of $116,400. 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, Messrs. Bursic and Wielgus 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, 1999, all
Section 16(a) filing requirements applicable to its officers, directors and 10%
stockholders were complied with, except that William Hoegel filed late one
report for the disposition of 394 shares of Common Stock in December 1998.
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.
12
<PAGE>
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, 1999, three 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 $826,000 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, 2000, 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, 2000.
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 2000, 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, 2000. 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.
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 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 27,
2000.
13
<PAGE>
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year
ended June 30, 1999 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 1999 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.
14
<PAGE>
REVOCABLE PROXY
WVS Financial Corp.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
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 26, 1999 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as of September 9, 1999,
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 26, 1999 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. ELECTION OF DIRECTORS of all nominees listed below
(except as marked to the contrary below):
Nominees for four-year term:
Arthur H. Brandt and William J. Hoegel
[ ] 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, 2000.
[ ] 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 MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
