SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
WVS FINANCIAL CORPORATION
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(Name of Issuer)
Common Stock $.01 Par Value Per Share
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(Title of Class of Securities)
929358 10 9
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(CUSIP Number)
Robert C. Sinewe
800 Academy Place
Sewickley, PA 15143
(412) 741-4079
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(Name, address and telephone number of person
authorized to receive notices and communications)
February 9, 1999
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(Date of event which requires filing of
this Statement)
If the filing person has previously filed a Statement on
Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g), check the following box |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages.)
(Page 1 of 6)
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
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CUSIP No. 929358 10 9 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Robert C. Sinewe
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 50,400 Shares
BENEFICIALLY ------------------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0 Shares
REPORTING ------------------------------------------------------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
50,400 Shares
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10 SHARED DISPOSITIVE POWER
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,400 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.50%
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14 TYPE OF REPORTING PERSON
IN
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</TABLE>
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Item 1. Security and Issuer
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The class of equity securities to which this Schedule 13D
("Schedule") relates is the common stock, $.01 par value per share
("Common Stock"), of WVS Financial Corp. (the "Issuer"). The
address of the Issuer's principal executive office is 9001 Perry
Highway, Pittsburgh, Pennsylvania 15237.
Item 2. Identity and Background
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(a) Name: Robert C. Sinewe
(b) Residence or Business Address: 800 Academy Place, Sewickley,
PA 15143 (Residence).
(c) Present Principal Occupation or Employment:Business Consultant
(d) Criminal Proceedings Convictions: None
(e) Securities Law Proceedings: None
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration
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The Reporting Person sold 147,078 shares of common stock to
the Issuer on February 9, 1999 for consideration of $15.50 per
share. The Reporting Person had no other transactions in the
Issuer's securities during the last 60 days.
Item 4. Purpose of Transaction
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Mr. Sinewe announced his retirement as Chief Executive Officer
and Director of the Issuer on June 19, 1998. Subsequent to Mr.
Sinewe's retirement, the Issuer and Mr. Sinewe agreed that the
Issuer would purchase all the stock of the Issuer held by Mr.
Sinewe.
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Item 5. Interest in Securities of the Issuer
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(a) 50,400 shares are beneficially owned by the reporting
person as of the date of this statement, representing 1.50% of the
issued and outstanding shares.
(b) The reporting person exercises sole voting and dispositive
power over all 50,400 shares beneficially owned. Reference is made
to Items 7, 8, 9, 10, and 11 of the cover page of this statement.
(c) No other transactions in the class of securities reporting
on have been effected during the past sixty days by the reporting
person.
(d) No other person has any interest in the securities
reported on pursuant to this Amendment No. 1 to the Schedule 13D.
(e) The reporting person ceased to be the beneficial owner of
more than 5% of the common stock of the Issuer on February 9, 1999.
Item 6. Contracts, Arrangements, Understanding, or Relationships
With Respect to Securities of the Issuer
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Pursuant to agreement, the Issuer purchased 147,078 shares
from the reporting person on February 9, 1999 and will purchase the
remaining 50,400 shares held by the reporting person during the
second quarter of 1999.
Item 7. Material to be Filed as Exhibits
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The Agreement between the Issuer and the reporting person
pursuant to which the Issuer will purchase all of the reporting
person's shares of the Issuer's common Stock is contained hereto as
exhibit 1.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete, and correct.
Date: 5/5/99 /s/Robert C. Sinewe
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Robert C. Sinewe
AGREEMENT
This Agreement, dated December 23, 1998 (the "Agreement"), is hereby
entered into by and between WVS Financial Corp. (the "Company" or the
"Purchaser") and Robert C. Sinewe and Michelle Sokolowski (the "Shareholders" or
the "Sellers"), for the sale of 197,478 shares of common stock, $.01 par value
per share (the "Common Stock"), of the Company, as described herein.
In consideration of the mutual promises, representations and warranties
contained herein, the parties hereto agree as follows:
1. (a) The Shareholders hereby represent and warrant that they
beneficially own as of the date hereof 197,478 shares of Common Stock of the
Company (the "Shares"), registered as follows: 129,818 shares in the name of
Robert C. Sinewe; 8,000 shares held in an Individual Retirement Account for
Robert C. Sinewe; 7,330 shares held in the Company's Employee Stock Ownership
Plan ("ESOP") for the account of Robert C. Sinewe; 48,215 shares held in the
West View Savings Bank's Profit Sharing Plan ("Profit Sharing Plan') for the
account of Robert C. Sinewe; 1,508 shares in the name of Michelle Sokolowski;
2,244 shares held in the ESOP for the account of Michelle Sokolowski; and 363
shares held in the Profit Sharing Plan for the account of Michelle Sokolowski.
(b) The Shareholders represent and warrant that they own all of the
Shares free and clear of any liens, encumbrances, charges, restrictions or
rights of third parties of any kind whatsoever.
(c) The Shareholders represent and warrant that they do not
beneficially own any other shares of Common Stock of the Company except for
shares earned or accrued under the ESOP and/or Profit Sharing Plan which have
not yet been allocated and distributed.
2. The Shareholders agree to sell 147,078 of the Shares to the Company
at a sale price of $15.50 per share for aggregate consideration of $2,279,709.
The Company has a policy of normally declaring a quarterly cash
dividend and anticipates declaring a cash dividend for the fourth calendar
quarter of 1998 with a record date of stockholders entitled to payment in
February 1999. In order for the Shareholders to receive the benefit of the
fourth calendar quarter dividend, the delivery date for the 147,078 Shares shall
be after the record date for such dividend payment. Delivery shall be on a date
with three (3) business days after the record date for the Company's cash
dividend for the fourth calendar quarter of 1998 or such other date agreed to by
the Company and the Shareholders but in no event not more than five (5) business
days after such record date ("Settlement Date"). In the event that the Company
does not declare a cash dividend for the fourth calendar quarter of 1998, then
the Settlement Date shall be February 26, 1999.
3. The Shareholders agree to sell 50,400 of the Shares to the Company
at a sale price equal to the greater of (a) $15.50 per share or (b) the average
of $15.50 and the Fair Market
<PAGE>
Value of a share of Common Stock on the Determination Date, each as defined
below.
In order for the Shareholders to receive the benefit of the Company's
anticipated cash dividend for the second calendar quarter of 1999, the delivery
date for the 50,400 Shares shall be after the record date for such dividend
payment. The Settlement Date shall be on a date within three (3) business days
after the record date for the Company's cash dividend for the second calendar
quarter of 1999 or such other date agreed to by the Company and the Shareholders
but in no event not more than five (5) business days after such record date. In
the event that the Company does not declare a cash dividend for the second
calendar quarter of 1999, then the Settlement Date shall be August 31, 1999.
The "Determination Date" for the pricing of the 50,400 Shares shall be
the next business day immediately after the record date for the Company's cash
dividend for the second calendar quarter of 1999. In the event that the Company
does not declare a cash dividend for the second calendar quarter of 1999, then
the Determination Date shall be August 27, 1999. The "Fair Market Value" of a
share of Common Stock shall be equal to the closing sales price of the Common
Stock as reported by the Nasdaq Stock Market on the Determination Date, and if
there are no sales transactions on such date then the Fair Market Value shall be
equal to the average of the last bid and ask prices for a share of Common Stock
on such date.
4. To the extent that the Shareholders have earned or accrued shares of
Common Stock under the ESOP and the Profit Sharing Plan for the plan year 1998
that will be allocated and distributed to them in 1999 (the "Plan Shares"), the
Shareholders agree to sell the Plan Shares to the Company at a sale price equal
to $15.50 per share.
The Settlement Date for the Plan Shares shall be on a date within five
(5) business days after the Shareholders are notified that the Plan Shares have
been allocated to the Shareholders. The Company shall notify the Shareholders of
any allocation of Plan Shares after such allocations are determined and at the
same time that it notifies all plan participants of allocations under the plans.
5. Upon receipt of the certificates for the Shares on a Settlement
Date, the Purchaser shall deliver to the Shareholders a check for the cash
consideration for the Shares. Receipt of the sale proceeds by the Shareholders
shall be conditioned upon the delivery to the Purchaser of certificates
representing the Shares, duly endorsed or accompanied by stock powers duly
executed in blank and in form acceptable for transfer by the Company's transfer
agent or otherwise as acceptable to the Company.
6. The Shareholders and the Purchaser, on behalf of themselves and
their subsidiaries, affiliates, officers, directors, employees, agents, assigns,
successors, heirs and legal representatives, hereby mutually release, quit and
forever discharge each and every other party to this Agreement (and any
partners, subsidiaries, affiliates, officers, directors, employees, attorneys,
financial advisors, other agents, assigns, successors, heirs and legal
representatives) of and from any and all actions, causes of actions, claims,
demands, debts, damages and liabilities of whatsoever kind and nature, known and
unknown, at law or in equity, in contract
<PAGE>
or in tort, fixed or contingent, liquidated or unliquidated, which each party
hereto now has, claims, threatens or asserts, or might or could hereafter have,
claim, threaten or assert, against any or all of the other parties to this
Agreement (or any of such parties' partners, subsidiaries, affiliates, officers,
directors, employees, attorneys, financial advisors, other agents, assign,
successors, heirs and legal representatives) arising or alleged to arise out of
or in any manner related to any contracts, transactions, acts or omissions by
any party hereto on or prior to the date of this Agreement. Notwithstanding the
foregoing, this mutual release neither extends to nor includes the obligations
and liabilities created by this Agreement or the Severance and Release
Agreement, dated as of June 19, 1998, entered into between Robert C. Sinewe, the
Company and West View Savings Bank. The mutual release set forth in this Section
6 is understood and intended by the parties hereto constitute a general release.
7. The parties hereto acknowledge and agree that a material breach or
threatened material breach by any party may give rise to irreparable injury
which is inadequately compensable in damage, and accordingly each party hereto
shall be entitled to injunctive relief to prevent a material breach of the
provisions hereof and to enforce specifically the terms and provisions hereof in
any court of competent jurisdiction, in addition to any other remedy to which
such aggrieved party may be entitled to in law or at equity. In the event any
party institutes any legal action to enforce such party's rights under, or
recover damages for breach of this Agreement, the prevailing party or parties in
such action shall be entitled to recover from the other party or parties all
costs and expenses, including but not limited to actual attorneys' fees, court
costs, witness fees, disbursements and any other expenses of litigation or
negotiations, incurred by such prevailing party or parties.
8. Any notice required or permitted to be given hereunder shall be in
writing and shall be delivered, either by personal delivery, by the United
States mail or by recognized overnight courier service, addressed to the parties
as follows or at such changed address as a party may from time to time specify
by written notice to the other party given in the manner specified herein:
(i) To the Purchaser: WVS Financial Corp.
9001 Perry Highway
Pittsburgh, Pennsylvania 15237
Attention: David J. Bursic
(ii) To the Shareholders: Robert C. Sinewe and Michelle Sokolowski
800 Academy Place
Sewickley, Pennsylvania 15143
9. This Agreement shall be governed by the laws of the State of
Pennsylvania, unless applicable federal law or regulation is deemed controlling.
10. This Agreement represents the full understanding of the parties
hereto with respect to the matters dealt with herein, and actions taken or
statements made prior to its execution will have no bearing on the
interpretation, application, or enforcement of any of its provisions.
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11. The provisions of this Agreement shall be binding upon and shall
inure to the benefit of and be enforceable, by the parties hereto and their
respective legal representatives, successors and assigns. Except as may be
expressly provided for herein, the provisions of this Agreement shall not inure
to the benefit of, be enforceable by or create any rights in, any other person
or entity other than the parties hereto.
12. By executing this Agreement, all signatories below hereby represent
and warrant that they have the necessary authority to bind the party for which
they are signing.
13. If any term provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
14. Each party hereto agrees to execute any and all documents, and to
do and perform any and all acts and things necessary or proper to effectuate or
further evidence the terms and provisions of this Agreement and compliance
therewith.
15. All representatives, warranties, covenants and agreements made
herein shall survive the execution and delivery of this Agreement.
16. This Agreement may not be amended, altered, modified or
supplemented except upon the execution and delivery of a written agreement
executed by all of the parties hereto.
17. This Agreement may be executed in any number of counterparts, and
each such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
WVS FINANCIAL CORP.
Witness:/s/ BERNARD P. TAYLOR By: /s/ DAVID J. BURSIC
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David J. Bursic
Title: President and Chief Executive Officer
ROBERT C. SINEWE
Witness: /s/ LINDA K. SMALL /s/ ROBERT C. SINEWE
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MICHELLE SOKOLOWSKI
Witness: /s/ LINDA K. SMALL /s/ MICHELLE SOKOLOWSKI
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