SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No._________________)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
Preliminary Proxy Statement [X]
Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ]
Definitive Proxy Statement [ ]
Definitive Additional Materials [ ]
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
IBS FINANCIAL CORP.
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(Name of Registrant as Specified In Its Charter)
COMMITTEE TO MAXIMIZE SHAREHOLDER VALUE
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14(a)-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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IBS FINANCIAL CORP.
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY __, 1997
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PROXY STATEMENT OF THE IBS FINANCIAL CORP.
COMMITTEE TO MAXIMIZE SHAREHOLDER VALUE
IN OPPOSITION TO THE BOARD OF DIRECTORS OF
IBS FINANCIAL CORP.
This Proxy Statement and WHITE proxy card are being furnished to holders of
the common stock (the "Stockholders"), par value $.01 per share (the "Common
Stock"), of IBS Financial Corp., a New Jersey corporation (the "Company"), in
connection with the solicitation of proxies (the "Proxy Solicitation") by the
IBS Financial Corp. Committee to Maximize Shareholder Value (the "Committee"),
which owns approximately 8.07% of the Company's outstanding Common Stock, as of
November 8, 1996, based upon the 10,535,714 shares outstanding as of September
30, 1996. The Annual Meeting of Stockholders is to be held at a location
selected by the Company, on January __, 1997 (the "Annual Meeting").
At the Annual Meeting, one Director is to be elected to hold office until
the next Annual Meeting and until his successor has been elected and qualified.
The Committee is soliciting your proxy in support of the election of Ernest
Beier, Jr. (the "Committee Nominee") to the Company's Board of Directors (the
"Board of Directors").
If elected, the Committee Nominee's goal will be to propose that the
Company immediately retain an investment banking firm to work to maximize
shareholder value. Maximizing shareholder value may include a sale of the
Company; however if a sale of the Company is not possible at a satisfactory
price, the Committee Nominee will work to increase the Company's earnings per
share, earning assets and deposits and will strongly recommend that the Company
accelerate its stock repurchase program.
The Board of Directors consists of seven members, but is being reduced to
six members. The Committee Nominee, if elected, will need the cooperation of
three additional Directors to effectuate any of his proposals in view of his
minority representation on the Board. See "The Committee's Goals."
If the Committee Nominee is elected, the Director from the current Board of
Directors' slate (the "Company Nominee") will not be elected. If you wish to
vote for the Committee Nominee, you must submit the enclosed WHITE proxy card
and must not submit the Company's proxy card. In addition, management will most
likely propose to seek ratification of Deloitte & Touche, LLC as the independent
auditor for the Company. The Committee recommends a vote in favor of
ratification of the appointment of Deloitte & Touche, LLC as auditors.
Other matters which may be presented on the Company's proxy card are not
being presented herein, and thus Stockholders using the enclosed WHITE proxy
will not have an opportunity to vote with respect to such matters unless they
attend the Annual Meeting.
The Committee consists of Seidman and Associates, L.L.C. ("SAL"), a New
Jersey limited liability company; Seidman and Associates II, L.L.C. ("SAL II");
Seidman Investment Partnership, L.P. ("SIP"), a New Jersey limited partnership;
Federal Holdings, L.L.C. ("Federal"), a New York limited liability company;
Lawrence B. Seidman ("Seidman"), individually; The Benchmark Company, Inc.
("TBCI"), a New York corporation; Benchmark Partners LP ("Partners"), a Delaware
limited partnership; Richard Whitman ("Whitman"), individually; Lorraine DiPaolo
("DiPaolo"),
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individually; Ernest Beier, Jr.("Beier"), individually; and Dennis Pollack
("Pollack"), individually (hereinafter collectively referred to as the
"Committee"). This Proxy Statement and WHITE proxy card are first being mailed
or furnished to Stockholders on or about December __, 1996.
It is the opinion of the Committee Nominee that the present outside
Directors are not truly independent of present management and may not be
representing the interests of the Stockholders in a way which would maximize
their return on their share ownership.
In reliance upon Rule 14a-5(c)(1) of the Securities and Exchange Act of
1934, reference is made to the Company's proxy statement, which will be sent to
each of you by the Company for a full description of management's proposals, the
securities ownership of the Company, information about the Company's Officers
and Directors, including compensation, information about the ratification of the
appointment of Deloitte & Touche, LLC as independent auditors and the date by
which Stockholders must submit proposals for inclusion in the next Annual
Meeting.
Your vote is important, no matter how many or how few shares you hold. We
hope you will agree with the Committee's goal of maximizing shareholder value,
and that the election of the Committee Nominee can make a difference and benefit
all Stockholders. If you agree, sign, date and return the WHITE proxy card.
Remember: Your last dated proxy is the only one which counts, so return the
WHITE card even if you delivered a prior proxy. We urge you not to return any
proxy card sent to you by the Company.
If your shares are held in the name of a brokerage firm, bank or nominee,
only they can vote your shares and only upon receipt of your specific
instructions. Accordingly, please return the WHITE proxy card in the envelope
provided by your Bank or Broker or contact the person responsible for your
account and give instructions for such shares to be voted.
If your shares are registered in more than one name, the WHITE proxy card
must be signed by all such persons to ensure that all shares are voted for the
Committee Nominee.
Holders of record of shares of Common Stock as of December 6, 1996, the
record date for the Annual Meeting ("Annual Meeting Record Date"), are urged to
submit a proxy even if such shares have been sold after that date. The number of
shares of Common Stock outstanding as of the Annual Meeting Record Date is
stated in the Company's Proxy Statement. Each share of Common Stock is entitled
to one vote at the Annual Meeting. Directors are elected by a plurality of the
votes cast with a quorum present. The person who receives the greatest number of
votes represented in person or by proxy at the Annual Meeting will be elected a
Director of the Company. Abstentions will be considered in determining a quorum
and will not affect the plurality vote required for the election of Directors.
See "Voting and Proxy Procedures." The Company's principal executive officers
are located at 1909 East Route 70, Cherry Hill, New Jersey 08003.
If you have any questions or need assistance in voting your shares, please
call:
Beacon Hill Partners, Inc.
90 Broad Street
New York, New York 10004
(Call Toll Free (800) 755-5001)
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(1) Rule 14a-5(c) provides that "any information contained in any other proxy
soliciting material which has been furnished to each person solicited in
connection with the same meeting or subject matter may be omitted from the
proxy statement, if a clear reference is made to the particular document
containing such information."
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THE COMMITTEE'S GOALS
The Committee and its fellow Stockholders have the same desire, which is to
maximize the value of the Company's stock they purchased. This is in stark
contrast to the present Board of Directors and Joseph M. Ochman, Sr.'s(2)
agenda, which appears to be to maximize their compensation and their personal
rewards, at the expense of the Stockholders.
If the Committee Nominee is elected, he will immediately propose that the
Company retain the services of an investment banking firm to assist in the
formulation of a program to maximize shareholder value. Of course, the Committee
Nominee will entertain any proposals, including a sale of the Company, suggested
by the investment banking firm for the Company to maximize the value for its
shareholders. If a sale of the Company is not possible at a satisfactory price,
the Committee Nominee will work to increase the Company's earnings per share,
earning assets and deposits and will strongly recommend that the Company
accelerate its stock repurchase program. The Committee has no objection to the
Company retaining its present investment banker, Ryan Beck & Co., or any other
qualified investment banking firm to perform this engagement. To accomplish his
goal, the Committee Nominee will need the cooperation of three of the remaining
Directors, since the Committee Nominee will be in a minority position.
The Committee believes that the present Board of Directors has become too
controlled by management. The Committee Nominee will provide the Board of
Directors with an independent voice weighted, in its opinion, more to the best
interests of all the Stockholders. The question to ask management is how can
having an independent shareholder Director be harmful to the Company?
The simple answer is that no harm will occur.
The Committee believes that it is a fundamental tenet of corporate
governance that the Board of Directors should be an independent body capable of
providing objective oversight of top management, and the overall direction of
the Company. This goal can best be achieved when the Board is composed of
Directors who are independent of management. While by definition this current
Board may be deemed to be independent, the average tenure of the Board members
is 25 years, with the newest member being a member for 19 years. We believe it
is time for a new Director to be placed on the Board, who can bring new
direction and insight to the present complacent Board.
The Committee Nominee will also propose that no salary increases, bonuses
or fringe benefits be approved or paid to any Officer or Director until
empirical data is reviewed by the Company's Board of Directors and outside
counsel to substantiate that the salaries, bonuses and fringe benefits paid to
the Officers and Directors are comparable to those paid to the officers and
directors of its peer group financial institutions.
OCHMAN'S REPRESENTATIONS AT THE
1995 ANNUAL MEETING
At the Annual Shareholders Meeting held on December 15, 1995, the Committee
understood that Mr. Ochman represented that over the ensuing twelve months he
would accomplish the following:
1. IBSF's earnings per share would be significantly increased.
2. IBSF would increase its deposit base either through branch
acquisitions or internally generated growth.
3. IBSF would seek to acquire other financial institutions.
4. IBSF would place new blood on the Board of Directors.
5. IBSF would aggressively repurchase IBSF shares.
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(2) Mr. Ochman is the Chairman of the Board, President and Chief Executive
Officer of the Company.
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The performance during 1996 has not been as promised. Specifically, IBSF
did not acquire deposits, another financial institution or place new blood on
its Board of Directors. Furthermore, as shown below, the increase in IBSF's
earnings per share was non-existent and did not compare with the earnings per
share growth of its competitors in its principal market area.
With respect to aggressively repurchasing shares, it appears, based upon
the trading volume for the Company's stock, that the Company only became
aggressive after the Committee advised the Company that the Committee was
nominating its own slate to oppose the Company Nominee for the Board.
In the opinion of the Committee, IBSF did not accomplish any of the
promised goals outlined by Mr. Ochman at the 1995 Annual Meeting.
IBSF'S FINANCIAL RESULTS AS COMPARED TO OTHER
PUBLICLY TRADED SOUTH
JERSEY FINANCIAL INSTITUTIONS
A comparison of the earnings per share, book value growth and per share
price appreciation (shown below in the charts) of the Company and five other
South Jersey financial institutions clearly demonstrates how poorly IBSF is
performing.
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PERCENTAGE INCREASE IN EPS FOR THE QUARTER ENDED
SEPTEMBER 1995 AND SEPTEMBER 1996
Earnings Per Sh. Earnings Per Sh. Increase/
September 30, 1995 September 30, 1996* Decrease
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($) ($) ($) (%)
1. Covenant Bank for
Savings .17 .20 .03 17.6
2. Commerce Bancorp, Inc. .52 .57 .05 9.6
3. Collective Bancorp, Inc. .65 .73 .08 12.3
4. FMS Financial Corp. .41 .49 .08 19.5
5. First Home Savings
Bank, FSB .50 .55 .05 10.0
6. IBS Financial Corp. .20 .15 (.05) (.25)
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* Excludes effects of one time SAIF charge.
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PERCENTAGE INCREASE IN BOOK VALUE FROM THE QUARTER ENDED
SEPTEMBER 1995 AND SEPTEMBER 1996
Publicly Reported Publicly Reported
Book Value Per Share Book Value Per Share Increase/
September 30, 1995 September 30, 1996 Decrease
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($) ($) ($) (%)
1. Covenant Bank for
Savings 7.52 8.07 .55 7.31
2. Commerce Bancorp, Inc. 13.69 14.54 .85 6.2
3. Collective Bancorp, Inc. 16.58 17.87 1.29 7.78
4. FMS Financial Corp. 12.81 13.71 .90 7.0
5. First Home Savings
Bank, FSB 13.89 15.50 1.61 11.59
6. IBS Financial Corp. 13.03 13.39 .36 2.76
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PRICE PER SHARE COMPARISON FOR THE QUARTER ENDED
SEPTEMBER 1995 AND SEPTEMBER 1996
Price Per Share Price Per Share Increase/
September 30, 1995 September 30, 1996 Decrease
------------------ ------------------ ------------
($) ($) ($) (%)
1. Covenant Bank for
Savings 9.29 13.50 4.21 45.21
2. Commerce Bancorp, Inc. 22.73 26.375 3.64 16.01.
3. Collective Bancorp, Inc. 25.87 28.50 2.63 10.14
4. FMS Financial Corp. 16.25 15.50 (.75) (4.62)
5. First Home Savings
Bank, FSB 17.25 18.00 .75 4.35
6. IBS Financial Corp. 15.45 14.875 (.575) (3.74)
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IBSF PAYS A HIGH PRICE
FOR POOR PERFORMANCE
In the opinion of the Committee, Mr. Ochman's compensation and the fees
paid to the members of the Board are excessive. Mr. Ochman's compensation is
excessive, especially when compared to the compensation paid to the chief
executives of the five other South Jersey financial institutions, which have all
performed better than IBSF, as shown by the following table:
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Long Term Other
Annual Compensation Compensatiomn Compensation
---------------------- ------------- ------------
Salary Bonus Stock Options
Grants/Sars
($) ($)
1. IBS Financial Corp. '95 482,750 90,000 290,243 86,896
Joseph M. Ochman, Sr. '94 453,875 178,000 46,885
President and Chief '93 429,510 86,500 45,310
Executive Officer
2. Commerce Bancorp, Inc.
Vernon W. Hill , III '95 441,000 125,000 33,075 88,704
Chairman of the Board, '94 390,000 150,000 -0- 81,398
Chief Executive '93 316,000 125,000 65,985 83,569
Officer and President
of Bancorp, Chairman
of the Board, Chief
Executive Officer and
President of
Commerce NJ
3. Collective Bancorp, Inc. '95 348,282 146,138 20,000 86,896
Thomas H. Hamilton '94 328,270 128,228 -0- 46,885
President and CEO '93 292,981 117,649 7,500 45,310
4. FMS Financial Corporation '95 150,000 12,000 -0- 3,080
Craig W. Yates '94 141,423 5,654 -0- 3,294
President and Chief '93 127,473 6,250 -0- 3,891
Executive Officer
5. Covenant Bank for Savings '95 100,961 50,000 28,994 381
Richard A. Hocker '94 50,000 52,500 14,875 -0-
Chief Executive Officer '93 50,000 -0- 37,159 -0-
6. First Home Savings
Bank, FSB '95 165,000 41,250 4,861 14,364
Stephen D. Miller '94 150,000 18,750 5,555 10,343
President '93 135,000 42,188 6,060 14,020
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As the above table clearly reflects, Mr. Ochman's annual salary and bonus
were higher than the chief executive officers of the other listed financial
institutions; notwithstanding the fact that each listed financial institution's
performance has been superior to IBSF's performance for the past year.
Furthermore, Collective Bancorp, Inc. ($5 billion total assets) and Commerce
Bancorp, Inc. $2.5 billion total assets) are significantly larger financial
institutions. It is apparent that the present Board has lost sight of the
precept that compensation should be tied to performance.
The Directors of the Company, who are also the Directors of the Company's
banking subsidiary, are also well paid. It is estimated that each Director was
paid an annual fee of approximately $25,000. In addition, each Director received
25,539(3) restricted shares pursuant to the Management Recognition Plan ("MRP")
which vests over five years at the rate of 20% per year commencing on the first
anniversary of the date of grant. Based upon a market price of $16.00, as of
November 5, 1996, for the Company's Common Stock, this award was worth in the
aggregate approximately $408,624, or $81,725 per year. Therefore, each Director
earned approximately $106,725 this past year for no more than 24 partial days of
work.
The Committee Nominee will not accept the MRP shares and will return the
balance of the non-vested shares allocated to the present Director seeking
re-election to the Company if he is elected. The Company will thereby save
approximately $326,899, based upon the $16.00 market price for the Company's
Common Stock, which will be lost by the Company Nominee, but which will accrue
to the benefit of all the Stockholders.
CONTACTS WITH THE COMPANY
In early January 1996, Mr. Pollack had a meeting with Mr. Ochman at the
Company's offices. Subsequent to this meeting, which Mr. Pollack felt was
productive, Mr. Ochman informed Mr. Pollack that he no longer desired to speak
with Mr. Pollack.
Mr. Whitman, by letter dated January 29, 1996, wrote to Mr. Ochman
requesting an explanation from Mr. Ochman as to (i) why the earnings from the
quarter ended December 31, 1995 were less than the same quarter of the prior
year; (ii) why operating expenses had increased approximately 41% since December
31, 1994; and (iii) how the Company was going to reallocate its present assets
to higher earning assets. On February 16, 1996, Mr. Ochman sent Mr. Whitman a
letter, which in Mr. Whitman's opinion, was not responsive to the questions
raised.
Mr. Whitman then sent Mr. Ochman a letter dated March 14, 1996 which (i)
provided a comparison of the increase in publicly reported book value per share
for the past 12 months and return on equity for the quarter ended December 1995
between IBSF and five other publicly traded South Jersey financial institutions,
and (ii) again requested information concerning the increase in operating costs.
Mr. Ochman sent Mr. Whitman a letter dated March 29, 1996 which letter in Mr.
Whitman's opinion was not responsive to the questions raised. On April 19, 1996,
Mr. Ochman sent a letter to Mr. Whitman describing the cost of the Management
Recognition Plan shares, option shares and ESOP Plan shares and stated that the
financial institutions used by Mr. Whitman in his comparison in his March 14,
1996 letter were not appropriate since such institutions had been public since
the late 1980's.
On June 11, 1996, Mr. Whitman again wrote to Mr. Ochman and compared the
earnings per share results for the five competing South Jersey financial
institutions with the Company and the compensation paid to the chief executive
officers of those companies. On July 19, 1996 Mr. Whitman wrote to Mr. Ochman
requesting a response to his June 11, 1996 letter. On July 29, 1996, Mr. Ochman
sent Mr. Whitman a letter which said that he would not be responding to Mr.
Whitman's June 11, 1996 letter.
On August 19, 1996 in response to a request made by Mr. Ochman during a
conference call held on August 14, 1996 with several shareholders of the
Company, Mr. Seidman wrote to Mr.
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(3) Each non-employee director received 21,709 shares upon approval of the
Recognition Plan and will receive 1,915 shares annually for two years
thereafter. The shares have been adjusted to take into consideration a 10%
stock dividend. The Recognition Plan was approved by the Stockholders.
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Ochman for an explanation concerning Mr. Ochman's opinion that Mr. Lockhart, a
Director whose term expires this year, had the right to receive 100% of his MRP
and option shares if he retired at this time from the Board. On August 30, 1996
Mr. Seidman received a letter acknowledging Mr. Ochman's receipt of his August
19, 1996 letter without response to the issues raised.
On October 4, 1996, Mr. Whitman sent a letter to Ms. Chiara Eisennagel
nominating Ernest Beier, Jr. and himself as nominees for the Board of Directors
for the next Annual Meeting.
On October 16, 1996, Ms. Eisennagel responded to Mr. Whitman's nominating
letter and informed him that the size of the Board of Directors was being
reduced from seven to six and only one Director was to be elected at the next
Annual Meeting. Therefore, Mr. Whitman would have to decide whether Mr. Beier or
he was to be the nominee.
On October 21, 1996, Mr. Whitman responded to Ms. Eisennagel's October 16,
1996 letter and informed the Company that Mr. Beier would be the Nominee. Mr.
Whitman also strongly urged that the Board remain at seven members and that Mr.
Beier be added to the Board to avoid a costly proxy fight. The Company has
rejected Mr. Whitman's proposal.
On October 31, 1996, counsel for the Company issued comments on Mr.
Whitman's October 4, 1996 nominating letter. Mr. Whitman responded to the
comments by letter dated November 8, 1996.
Copies of all of the above correspondence are available upon request.
THE COMMITTEE PARTICIPANTS
The participants who comprise the Committee own in the aggregate 850,351
shares of Common Stock, representing approximately 8.07% of the shares
outstanding and are:
i. SAL is a New Jersey limited liability company, organized to invest in
securities, whose principal and executive offices are located at 19 Veteri
Place, Wayne, New Jersey 07470. Seidman is the Manager of SAL and has sole
investment discretion and voting authority with respect to such securities.
ii. SAL II is a New Jersey limited liability company, organized to invest
in securities, whose principal and executive offices are located at 19 Veteri
Place, Wayne, New Jersey 07470. Seidman is the Manager of SAL II and has sole
investment discretion and voting authority with respect to such securities.
iii. SIP is a New Jersey limited partnership, organized to invest in
securities, whose principal and executive offices are located at 19 Veteri
Place, Wayne, NJ 07470. Seidman is the President of the sole general partner of
SIP and has sole investment discretion and voting authority with respect to such
securities.
iv. Federal is a New York limited liability company, organized to invest in
securities, with an office at 100 Misty Lane, Parsippany, New Jersey 07054.
Seidman is the Manager of Federal and has sole investment discretion and voting
authority with respect to such securities.
v. Seidman is a private investor, with discretion over certain accounts and
is the Manager of SAL, SAL II and Federal, and the president of the corporate
general partner of SIP. See Footnote No. 1 "INFORMATION CONCERNING PARTICIPANTS
IN THE PROXY SOLICITATION" for information concerning regulatory action.
vi. TBCI is a New York Corporation and Whitman is the president of TBCI.
DiPaolo is the Executive Vice President of TBCI. The principal business of TBCI
is to act as a broker-dealer and investment advisor. Whitman and DiPaolo share
investment discretion, dispositive power and voting authority with respect to
TBCI.
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vii. Partners is a Delaware limited partnership. Whitman, DiPaolo and TBCI,
d/b/a Benchmark Capital Advisors, are the sole general partners of Partners.
Whitman and DiPaolo share investment discretion, dispositive power and voting
authority with respect to Partners.
viii. Dennis Pollack is a private investor.
ix. Ernest Beier is a private investor. See his resume under "NOMINEE FOR
ELECTION AS DIRECTOR".
The members of the Committee agreed to act in concert. Whitman and DiPaolo
disclaim any beneficial interest in any shares of Common Stock owned by Beier,
Pollack, SAL, SAL II, SIP, Federal or Seidman. Seidman disclaims any beneficial
interest in any shares of Common Stock owned by Beier, Pollack, TBCI, Partners,
DiPaolo or Whitman. Beier and Pollack disclaim any beneficial interest in any
stock other than the stock they own directly. The members of the Committee
reserve the right to terminate their agreement to act in concert.
During the last five years none of SAL, SAL II, SIP, Federal, TBCI,
Partners, Whitman, DiPaolo, Seidman, Ernest Beier and Dennis Pollack, to the
best of their knowledge, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Mr. Seidman is the manager of SAL, SALII, Federal and is the president of
the corporate general partner of SIP; and, in that capacity, Mr. Seidman has the
authority to cause those entities to acquire, hold, trade and vote these
securities. SAL, SALII, Federal and SIP were all created to acquire, hold and
sell publicly traded securities. None of these entities was formed to solely
acquire, hold and sell the Issuer's securities. Each of these entities owns
securities issued by one or more companies other than Issuer; except at the
present time, Federal only holds stock of the Issuer. The members and limited
partners in SAL, SALII and Federal are all passive investors, who do not -- and
can not -- directly or indirectly participate in the management of these
entities, including without limitation proxy contests. Seidman's compensation
is, in part, dependent upon the profitability of the operations of these
entities, but no provision is made to compensate Seidman solely based upon the
profits resulting from transactions from the Issuer's securities. Since Federal
only holds shares of the Issuer, Seidman's current compensation would be solely
measured by the profits resulting from transaction in Issuer's shares.
The voting power over the Issuer's securities is not subject to any
contingencies beyond standard provisions for entities of this nature, (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner.
Mr. Seidman has an agreement with Michael Mandelbaum, which gives him the
complete discretion to vote and dispose of securities of the Issuer owned by
him. (Mr. Mandelbaum presently owns 83,500 shares of the Issuer.) Mr. Seidman is
entitled to a percentage of the profits derived from these securities, which is
calculated after allowing a return to Mr. Mandelbaum.
Each of the individuals listed on Exhibit A attached hereto is a citizen of
the United States. Information concerning the Committee Nominee is set forth
below under "Nominee for Election as Director." Additional information
concerning the Committee and the Committee Nominee and their holdings of Common
Stock is set forth in appendices A and B hereto.
LITIGATION WITH RESPECT TO PROXY CONTEST
The Company filed a Complaint in the United States District Court for the
District of New Jersey against all Members of the Committee. The Company's
Complaint alleges that the Committee has failed to disclose all the information
required by the federal securities laws in its nominating materials and in its
Schedule 13D. In addition, the Complaint alleges that the Schedule 14A, which
will be filed by the Committtee, will also be deficient. Among other things, the
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Complaint alleges that the Committee has failed to disclose the identity of the
various persons or entities who (1) assisted in organizing the limited liability
companies and partnerships, (2) financed the purchase of the Company's Common
Stock by members of the Committee, or (3) are otherwise deemed by the federal
securities laws to be "participants" in the Committee's threatened proxy
contest. The Company's Complaint also alleges that the Committee's Schedule 13D
is incomplete and inaccurate because, among other things, it does not include
the various limited partnership agreements and operating agreements as exhibits
or provide a description of such agreements. The Company is seeking a
declaratory judgment that the Committee is required under the federal securities
laws to disclose the identity of its investors, limited partners, members and
other participants and to describe the Committee's contracts, understandings and
arrangements with such persons and entities. The Company also seeks a
declaratory judgment that, because of the deficiencies in the Committee's
materials, the Company may reject the Committee's nomination of Mr. Ernst Beier,
Jr. as a director and the request for a stockholder list. In addition, the
Company seeks to enjoin the Committee from further violations of the federal
securities laws and from purchasing additional shares or soliciting proxies
until the Committee complies with such laws.
The Committee denies the allegations contained in the Complaint. The
Committee will be vigorously defending these claims and asserting affirmative
claims to challenge the reduction in the size of the Board of Directors and to
obtain shareholders' lists.
NOMINEE FOR ELECTION AS DIRECTOR
According to information provided to the Committee by the Company, one
Director is to be elected at the Annual Meeting. The Director so elected will
serve in such capacity for a four year term to expire at the 2001 Annual Meeting
of Stockholders and until his successor is elected and qualified.
The Committee is proposing the election of the Committee Nominee to the
Board of Directors who, even if elected, will not constitute a majority of the
Company's six member Board of Directors. The Committee does not expect that the
Committee Nominee, who has expressed his willingness to serve on the Board of
Directors of the Company, will be unable to stand for election, but, in the
event that a vacancy in the Committee's slate should occur unexpectedly, the
shares of Common Stock represented by the enclosed WHITE proxy card will be
voted for a substitute candidate selected by the Committee.
If you wish to vote for the Committee Nominee, you must submit the enclosed
WHITE proxy card and must NOT submit the Company's proxy card, even if you wish
to vote for any Company Nominee.
The Certificate of Incorporation of the Company provides that, except as
otherwise provided by law, any vacancies in the Board of Directors resulting
from the removal of Directors or otherwise may be filled by a majority vote of
the Directors then in office, whether or not a quorum is present or by a sole
remaining Director. Each Director so chosen shall hold office until the next
annual meeting and until his successor shall be duly elected and qualified,
unless sooner displaced.
The following information concerning age, principal occupation, business
experience and directorships during the last five years has been furnished to
the Committee by the Committee Nominee:
ERNEST BEIER, JR., age 71. Since 1992 Mr. Beier has been a
private investor and has been involved in personal real estate
development and investments. From 1986-1992, he was a Director
of United Jersey Bank South. Prior thereto he was a Director
of Commercial Bankshares from late 1985 to late 1986. From in
or about April 1985 - December 1985, he was a Director of
Fidelity Bank & Trust Company of Pennsauken. Mr. Beier was a
member of the Board of Directors of Lenape State Bank from
1973 - 1985 and Chairman of the Board from 1973 - 1978 and
1980 - 1983 and Chairman of the Board of Directors, Chief
Executive Officer and President of Peoples Bank of South
Jersey (1978 - 1979) and a Director from 1972 to 1979. He also
has been a
9
<PAGE>
Director of Gloucester County Cable Television (1977-1980) and
Associated Merchants Acceptance (1961-1979).
The Committee Nominee has entered into an agreement with SAL, SAL II,
Seidman, TBCI and Partners whereby these entities have agreed to bear all costs
and expenses of, and indemnify against any and all liability incurred by, the
Committee Nominee in connection with the Committee Nominee being a candidate and
a "participant in a solicitation" (as defined in the rules and regulations under
the Securities Exchange Act of 1934, as amended). The Committee Nominee will
receive Directors' fees upon his election as a Director of the Company in
accordance with the Company's then practice, but will not accept any MRP shares.
Except as set forth in this Proxy Statement or in the Appendices hereto, to
the best knowledge of the Committee none of the Committee, any of the persons
participating in this solicitation on behalf of the Committee, the Committee
Nominee, nor any associates of any of the foregoing persons (i) owns
beneficially, directly or indirectly, or has the right to acquire, any
securities of the Company or any parent or subsidiary of the Company, (ii) owns
any securities of the Company of record but not beneficially, (iii) has
purchased or sold any securities of the Company within the past two years, (iv)
has incurred indebtedness for the purpose of acquiring or holding securities of
the Company, (v) is or has been a party to any contract, arrangement or
understanding with respect to any securities of the Company within the past
year, (vi) has been indebted to the Company or any of its subsidiaries since the
beginning of the Company's last fiscal year or (vii) has any arrangement or
understanding with respect to future employment by the Company or with respect
to any future transactions to which the Company or any of its affiliates will or
may be a party. In addition, except as set forth in this Proxy Statement or in
the Appendices hereto, to the best knowledge of the Committee, none of the
Committee, any of the persons participating in this solicitation on behalf of
the Committee, the Committee Nominee, nor any associate or immediate family
member of any of the foregoing persons has had or is to have a direct or
indirect material interest in any transaction with the Company since the
beginning of the Company's last fiscal year, or any proposed transaction, to
which the Company or any of its affiliates was or is a party.
None of the corporations or organizations in which the Committee Nominee
has conducted his principal occupation or employment was a parent, subsidiary or
other affiliate of the Company and the Committee Nominee does not hold any
position or office with the Company, has any family relationship with any
executive officer or Director of the Company or each other, or has been involved
in any legal proceedings of the type required to be disclosed by the rules
governing this solicitation.
RATIFICATION OF INDEPENDENT ACCOUNTANTS
It is anticipated that the Company's Proxy Statement for the Annual Meeting
will propose that the Stockholders ratify the appointment by the Company of
Deloitte & Touche, LLC as the Company's independent accountants for the fiscal
year ending September 30, 1997. The Committee is in favor of this proposal. See
"Voting and Proxy Procedures."
SOLICITATION; EXPENSES
Proxies may be solicited by the Committee by mail, advertisement,
telephone, facsimile, telegraph and personal solicitation. Whitman, DiPaolo,
Pollack, Beier and Seidman and their employees will be principally responsible
to solicit proxies for the Committee Nominee, for which no additional
compensation will be paid. Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward the Committee's
solicitation material to their customers for whom they hold shares and the
Committee will reimburse them for their reasonable out-of-pocket expenses.
The Committee has retained Beacon Hill Partners, Inc. to assist in the
solicitation of proxies and for related services. The Committee will pay Beacon
Hill Partners, Inc. a fee of up to $20,000 and has agreed to reimburse it for
its reasonable out-of-pocket expenses. In addition, the Committee has also
agreed to indemnify Beacon Hill Partners, Inc. against certain liabilities, and
10
<PAGE>
expenses, including liabilities and expenses under the federal securities
laws. Approximately 10 persons will be used by Beacon Hill Partners, Inc. in its
solicitation efforts.
The entire expense of preparing, assembling, printing and mailing this
Proxy Statement and related materials and the cost of soliciting proxies will be
borne by Seidman, SAL, SAL II, TBCI and Partners and not any of the other
Committee participants.
Although no precise estimate can be made at the present time, the Committee
currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Committee will be approximately $50,000 of which
$0 has been incurred to date. The Committee intends to seek reimbursement from
the Company for those expenses incurred by the Committee, if the Committee
Nominee is elected to the Board of Directors, but does not intend to submit the
question of such reimbursement to a vote of the Stockholders.
VOTING AND PROXY PROCEDURES
For the proxy solicited hereby to be voted, the enclosed WHITE proxy card
must be signed, dated and returned to the Committee, c/o Beacon Hill Partners,
Inc. in the enclosed envelope in time to be voted at the Annual Meeting. If you
wish to vote for the Committee Nominee, you must submit the enclosed WHITE proxy
card and must NOT submit the Company's proxy card, even if you wish to vote for
any of the Company Nominees. If you have already returned the Company's proxy
card, you have the right to revoke it as to all matters covered thereby and may
do so by subsequently signing, dating and mailing the enclosed WHITE proxy card.
ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING. Execution of a
WHITE proxy card will not affect your right to attend the Annual Meeting and to
vote in person. Any proxy may be revoked as to all matters covered thereby at
any time prior to the time a vote is taken by (i) filing with the Secretary of
the Company a later dated written revocation, (ii) submitting a duly executed
proxy bearing a later date to the Committee or (iii) attending and voting at the
Annual Meeting in person. Attendance at the Annual Meeting will not in and of
itself constitute a revocation.
Election of the Committee Nominee requires the affirmative vote of a
plurality of the votes cast on the matter at the Annual Meeting, assuming a
quorum is present or otherwise represented at the Annual Meeting. Consequently,
only shares of Common Stock that are voted in favor of a particular nominee will
be counted toward such nominee's attaining a majority of votes. Shares of Common
Stock present at the meeting that are not voted for a particular nominee
(including broker non-votes) and shares of Common Stock present by proxy where
the Stockholder properly withheld authority to vote for such nominee will not be
counted toward such nominee's attainment of a plurality.
Shares of Common Stock represented by a valid, unrevoked WHITE proxy card
will be voted as specified. You may vote FOR the election of the Committee
Nominee or withhold authority to vote for the election of the Committee Nominee
by marking the proper box on the WHITE proxy card. You may also withhold your
vote from the Committee Nominee by writing the same name of such nominee in the
space provided on the WHITE proxy card. If no specification is made, such shares
will be voted FOR the election of the Committee Nominee.
Except as set forth in this Proxy Statement, the Committee is not aware of
any other matter to be considered at the Annual Meeting. The persons named as
proxies on the enclosed WHITE proxy card will, however, have discretionary
voting authority regarding any other business that may properly come before the
Annual Meeting.
If your shares are held in the name of a brokerage firm, bank or nominee,
only they can vote such shares and only upon receipt of your specific
instructions. Accordingly, please contact the person responsible for your
account and instruct that person to execute on your behalf the WHITE proxy card.
Only holders of record of Common Stock on the Annual Meeting Record Date
will be entitled to vote at the Annual Meeting. If you are a Stockholder of
record on the Annual Meeting Record Date, you will retain the voting rights in
connection with the Annual Meeting even if you sell
11
<PAGE>
such shares after the Annual Meeting Record Date. Accordingly, it is
important that you vote the shares of Common Stock held by you on the Annual
Meeting Record Date, or grant a proxy to vote such shares on the WHITE proxy
card, even if you sell such shares after such date.
The Committee believes that it is in your best interest to elect the
Committee Nominee at the Annual Meeting. THE COMMITTEE STRONGLY RECOMMENDS A
VOTE FOR THE ELECTION OF THE COMMITTEE NOMINEE.
THE IBS FINANCIAL CORP. COMMITTEE TO MAXIMIZE SHAREHOLDER VALUE
DECEMBER __, 1996
12
<PAGE>
APPENDIX A
INFORMATION CONCERNING PARTICIPANTS IN THE PROXY SOLICITATION
The following sets forth the name, business address, and the number of
shares of Common Stock of the Company beneficially owned by the Committee
Nominee and the Committee:
<TABLE>
<CAPTION>
Number of Shares
of Common Stock Percent
Beneficially of
Name Business Address Owned Class
---- ---------------- ---------------- -------
<S> <C> <C> <C>
Seidman and Associates, L.L.C. Lanidex Center 196,835 1.868
(SAL) 100 Misty Lane
Parsippany, NJ 07054
Seidman and Associates II, L.L.C. Lanidex Center, 53,900 .511
(SALII) 100 Misty Lane
Parsippany, NJ 07054
Federal Holdings, L.L.C. Lanidex Center, 82,475 .782
(Federal) 100 Misty Lane
Parsippany, NJ 07054
Seidman Investment Partnership, L.P. 19 Veteri Place 30,855 .292
(SIP) Wayne, NJ 07470
Lawrence B. Seidman, Individually (1) Lanidex Center 93,886 .891
100 Misty Lane
Parsippany, NJ 07054
The Benchmark Company, Inc.(TBCI) 750 Lexington Avenue 337,530 3.203
Benchmark Partners LP (Partners) (2) New York, NY 10022
Richard Whitman, Individually (2) 750 Lexington Avenue 3,080 .029
New York, NY 10022
Lorraine Di Paolo, Individually (2) 750 Lexington Avenue 28,415 .269
New York, NY 10022
Dennis Pollack (3) 99 Apple Ridge 11,375 .107
Woodcliff Lake, NJ 07675
Ernest Beier, Jr. (4) 1609 Ravenwood Way 13,000 .123
Cherry Hill, NJ 08003
</TABLE>
- -----------------------
(1) Seidman owns 2,580 shares of Common Stock directly, but may be deemed to
have sole voting power and dispositive power as to 456,951 shares
beneficially owned by SAL, SALII, Federal, several clients and SIP. On
November 8, 1995, the acting director of the Office of Thrift Supervision
(OTS) issued a Cease and Desist Order against Seidman ("C & D") after
finding that Seidman recklessly engaged in unsafe and unsound practices in
the business of an insured institution. The C & D actions complained of
were Seidman's allegedly obstructing an OTS investigation. The C & D
ordered him to cease and desist from (i) any attempts to hinder the OTS in
the discharge of its regulatory responsibilities, including the conduct of
any OTS examination or investigation and (ii) any attempts to induce any
person to withhold material information from the OTS related to the
performance of its regulatory responsibilities. The Order also provides
that for a period of no less than three years if Seidman becomes an
institution-affiliated party of any insured depository institution subject
to the jurisdiction of the OTS, to the extent that his responsibilities
include the preparation or review of any reports, documents or other
information that would be submitted or reviewed by the OTS in the discharge
of its regulatory functions, all such reports, documents and other
information shall, prior to submission to, or review by the OTS, be
independently reviewed by the Board of Directors or a duly appointed
committee of the Board to ensure that all material information and facts
have been fully and adequately disclosed. In addition, a civil money
penalty in the amount of $20,812 was assessed.
(2) Whitman and Di Paolo respectively own 3,080 and 28,415 shares of Common
Stock directly, but may be deemed to have shared voting power and shared
dispositive power as to 337,530 shares beneficially owned by TBCI and
Partners.
(3) In addition, Mr. Pollack's minor child owns 88 shares and his wife and
father-in-law own jointly 70 shares for which Mr. Pollack disclaims
beneficial ownership.
(4) In addition Mr. Beier's wife owns 1,550 shares; his adult son owns 5,500
shares; his adult daughter owns 2,200; and two of his minor grandchildren
own 1,100 shares each. Mr. Beier
<PAGE>
disclaims beneficial ownership of the IBSF shares owned by his wife, son,
daughter and grandchildren.
The aggregate purchase price of the 850,531 Shares owned beneficially by the
Reporting Persons on November 8, 1996 was approximately $10,440,092.78
(inclusive of brokerage commissions). Such Shares have been (or will be in the
case of transactions which have not yet settled) paid for through working
capital of the respective partnership and corporate entities, limited liability
companies and personal funds of the individual persons. As of October 31, 1996,
SAL and SALII had an outstanding margin balance with Bear Stearns Securities
Corp. which totaled $438,231.70 and $178,619.83, respectively.
<PAGE>
EXHIBIT B
PURCHASE AND SALES SCHEDULE
TOTAL COSTS/ TOTAL COSTS/
DATE PROCEEDS SHARES DATE PROCEEDS SHARES
- ---------------------------------------------------------------------------
SEIDMAN & ASSOCIATES, LLC
22395 115,000.00 10,000 41295 31,875.00 2,500
22395 22,582.50 2,000 41895 64,062.50 5,000
22895 58,750.00 5,000 41995 16,015.63 1,250
3195 120,402.50 10,000 42195 37,687.50 3,000
3395 90,000.00 7,500 42495 37,687.50 3,000
3795 118,125.00 10,000 34815 64,375.00 5,000
3895 58,125.00 5,000 51195 33,125.00 2,500
3995 115,000.00 10,000 51295 33,125.00 2,500
31595 58,750.00 5,000 6295 65,625.00 5,000
32095 59,375.00 5,000 61495 65,625.00 5,000
32195 118,759.75 10,000 61995 33,125.00 2,500
32395 120,000.00 10,000 71195 20,906.25 1,500
32395 60,202.50 5,000 8195 144,777.50 10,000
32795 30,102.50 2,500 8895 101,905.25 7,100
33195 30,391.62 2,500 122095 30,082.50 2,000
4495 30,625.00 2,500 11896 7,402.50 500
4695 31,093.75 2,500 11996 7,402.50 500
41195 31,572.25 2,500 12596 30,332.50 2,000
13096 30,754.00 2,000
Stock Div. 16,985
22796 144,777.50 10,000
-----------------------------------------
2,269,526.00 196,835
SEIDMAN & ASSOCIATES II, LLC
31196 69,890.00 5,000 62596 69,265.00 5,000
4496 36,196.25 2,500 7296 31,748.50 2,400
41196 53,106.75 3,700 71696 48,604.50 3,800
41596 35,727.50 2,500 72296 66,452.50 5,000
41696 120,936.25 8,500 81496 42,310.00 3,000
41896 106,708.75 7,500
-----------------------------------------
61896 70,202.50 5,000 751,148.50 53,900
THE BENCHMARK CAPITAL, INC.
30195 120,015.00 10,000 50595 6,685.00 500
30295 119,390.00 10,000 50595 6,693.00 500
30395 121,765.00 10,000 51095 33,296.00 2,500
30695 119,390.00 10,000 51195 53,265.00 4,000
30795 118,756.00 10,000 51795 1,352.00 100
30995 5,827.00 500 51795 65,015.00 5,000
30995 5,827.00 500 51895 9,207.00 700
30995 5,827.00 500 51895 19,704.00 1,500
30995 5,827.00 500 52495 6,582.00 500
30995 8,151.00 700 52595 32,359.00 2,500
30995 8,151.00 700 53195 5,319.00 400
30995 11,636.00 1,000 60295 65,640.00 5,000
30995 11,636.00 1,000 60695 39,577.00 3,000
30995 11,636.00 1,000 60995 13,125.00 1,000
30995 11,636.00 1,000 60995 13,125.00 1,000
30995 17,440.00 1,500 61495 65,640.00 5,000
30995 17,440.00 1,500 61995 33,140.00 2,500
30995 23,238.00 2,000 62095 5,420.00 400
31395 17,951.00 1,500 62395 4,909.00 350
31395 17,951.00 1,500 62395 4,969.00 350
31495 23,992.00 2,000 62695 8,423.00 600
31695 7,215.00 600 63095 13,819.00 1,000
<PAGE>
EXHIBIT B
PURCHASE AND SALES SCHEDULE
TOTAL COSTS/ TOTAL COSTS/
DATE PROCEEDS SHARES DATE PROCEEDS SHARES
- ---------------------------------------------------------------------------
31695 8,415.00 700 70395 13,830.00 1,000
31695 8,415.00 700 70795 14,026.00 1,000
31695 12,014.00 1,000 71295 1,481.00 100
31695 12,014.00 1,000 71295 5,797.00 400
31695 12,014.00 1,000 71295 7,292.00 500
32095 6,016.00 500 71295 7,292.00 500
32095 6,016.00 500 71295 13,104.00 900
32095 12,014.00 1,000 71295 19,347.00 1,350
32095 12,014.00 1,000 71295 35,494.00 2,500
32195 6,047.00 500 71395 41,827.00 3,000
32195 6,047.00 500 72495 7,037.00 500
32195 11,962.00 1,000 72495 28,437.00 2,000
32195 12,076.00 1,000 72695 (27,885.00) (2,000)
32195 23,900.00 2,000 80395 2,915.00 200
32295 6,025.00 500 80395 7,242.00 500
32295 6,050.00 500 80395 7,242.00 500
32295 6,050.00 500 80395 7,242.00 500
32295 6,079.00 500 80395 7,242.00 500
32295 6,079.00 500 80395 7,242.00 500
32295 6,124.00 500 80395 10,132.00 700
32295 12,139.00 1,000 80395 14,467.00 1,000
32295 12,139.00 1,000 80395 14,467.00 1,000
32295 12,139.00 1,000 80395 17,354.00 1,200
32295 12,221.00 1,000 80895 2,912.00 200
32395 6,079.00 500 80895 2,915.00 200
32395 6,079.00 500 80895 2,915.00 200
32395 6,079.00 500 80895 5,797.00 400
32395 12,139.00 1,000 80895 7,242.00 500
32395 12,139.00 1,000 80895 7,242.00 500
32395 18,195.00 1,500 80895 7,276.00 500
32495 6,060.00 500 80995 2,862.00 200
32495 6,077.00 500 80995 7,179.00 500
32495 6,079.00 500 80995 7,179.00 500
32495 6,124.00 500 80995 18,634.00 1,300
32495 6,124.00 500 80995 35,484.00 2,500
32495 12,139.00 1,000 81595 1,437.50 100
32495 12,221.00 1,000 81595 1,437.50 100
32497 6,124.00 500 81595 1,437.50 100
32795 6,079.00 500 81595 1,437.50 100
32795 6,124.00 500 81595 1,437.50 100
32795 18,310.00 1,500 81595 2,875.00 200
33195 3,692.00 300 81595 4,312.50 300
33195 6,142.00 500 81595 4,312.50 300
33195 6,142.00 500 81595 5,750.00 400
33195 6,172.00 500 81595 5,750.00 400
33195 8,621.00 700 81695 71,875.00 5,000
40395 6,142.00 500 83095 125,375.00 8,500
40495 6,200.00 500 9695 (15,750.00) (1,000)
40495 6,255.00 500 91195 (15,750.00) (1,000)
40495 6,255.00 500 91895 (33,000.00) (2,000)
40495 6,255.00 500 92095 (6,700.00) (400)
40495 6,255.00 500 11195 32,000.00 2,000
40495 8,750.00 700 11795 14,963.00 900
40495 9,997.00 800 112095 (32,500.00) (2,000)
<PAGE>
EXHIBIT B
PURCHASE AND SALES SCHEDULE
TOTAL COSTS/ TOTAL COSTS/
DATE PROCEEDS SHARES DATE PROCEEDS SHARES
- ---------------------------------------------------------------------------
40495 12,492.00 1,000 121195 48,000.00 3,000
40695 5,068.00 400 11096 150,000.00 10,000
40695 5,107.00 400 12496 30,250.00 2,000
40695 6,300.00 500 12596 30,250.00 2,000
40695 6,377.00 500 13096 (15,250.00) (1,000)
40695 6,377.00 500 21596 58,900.00 3,800
40695 6,377.00 500 22096 13,775.00 950
40695 6,377.00 500 Stock Div. 25,575
40695 12,642.00 1,000 22296 48,263.00 3,300
40695 12,670.00 1,000 22796 144,375.00 10,000
40695 25,394.00 2,000 3696 (3,625.00) (250)
40695 62,202.00 5,000 3796 16,380.00 1,120
40795 3,780.00 300 3896 14,375.00 1,000
40795 6,346.00 500 31596 14,375.00 1,000
40795 6,393.00 500 31596 71,875.00 5,000
40795 6,393.00 500 31996 16,668.00 1,130
40795 8,802.00 700 32096 14,750.00 1,000
40795 8,876.00 700 32296 10,325.00 700
40795 12,740.00 1,000 32596 2,950.00 200
40795 62,515.00 5,000 32696 28,763.00 1,950
41195 5,158.00 400 4396 19,140.00 1,320
41195 13,912.00 1,100 41196 107,344.00 7,500
41195 19,257.00 1,500 41296 1,438.00 100
41195 25,275.00 2,000 41596 35,625.00 2,500
41295 13,007.00 1,000 41696 177,344.00 12,500
41395 3,891.00 300 41996 70,625.00 5,000
41395 5,125.00 400 5196 13,300.00 950
41395 5,235.00 400 5696 31,500.00 2,250
41395 7,744.00 600 5796 7,000.00 500
41395 10,319.00 800 5896 5,600.00 400
41795 11,725.00 900 5896 4,163.00 300
41795 26,025.00 2,000 51596 18,200.00 1,300
41995 12,837.00 1,000 52396 7,063.00 500
41995 19,244.00 1,500 53096 5,650.00 400
42895 12,985.00 1,000 62596 34,531.00 2,500
42895 13,042.00 1,000 7296 32,969.00 2,500
50195 5,225.00 400 71696 15,300.00 1,200
50195 6,525.00 500 72296 169,998.00 12,830
50195 6,614.00 500 72696 6,875.00 500
50195 6,630.00 500 8196 27,500.00 2,000
50195 6,661.00 500 81496 42,188.00 3,000
50195 7,895.00 600 81996 14,625.00 1,000
50195 13,025.00 1,000 82196 2,975.00 200
50195 13,025.00 1,000 82396 (2,950.00) (200)
50495 6,723.00 500 91096 (28,750.00) (2,000)
50495 6,723.00 500 91096 28,750.00 2,000
50495 6,723.00 500 92096 2,194.00 150
50495 6,723.00 500 102396 3,175.00 200
50495 6,723.00 500 102496 15,875.00 1,000
50495 6,723.00 500 103196 16,000.00 1,000
50495 13,305.00 1,000 11696 8,000.00 500
-----------------------------------------
50495 13,427.00 1,000 4,554,635.50 369,025
50595 6,645.00 500
50595 6,685.00 500
<PAGE>
EXHIBIT B
PURCHASE AND SALES SCHEDULE
TOTAL COSTS/ TOTAL COSTS/
DATE PROCEEDS SHARES DATE PROCEEDS SHARES
- ---------------------------------------------------------------------------
LAWRENCE SEIDMAN IRA/SEP 61395 59,062.50 4,500
AND DISCRETIONARY ACCOUNT 62095 19,968.75 1,500
4795 10,066.00 800 62295 33,437.50 2,500
41696 21,341.25 1,500 62896 2,337.50 170
42895 25,625.00 2,000 62896 48,406.25 3,500
5495 92,960.00 7,000 62996 47,906.25 3,500
5595 26,250.00 2,000 Stock Div. 7,580
5696 2,426.50 171 62896 3,947.98 300
5995 133,750.00 10,000 62896 35,069.21 2,700
51095 33,281.25 2,500 7297 35,824.75 2,700
51195 132,500.00 10,000 71696 2,585.00 200
51195 53,250.00 4,000 71696 6,410.00 500
51295 132,500.00 10,000 71696 6,410.00 500
51795 65,000.00 5,000 72696 2,268.75 165
52595 32,343.75 2,500 81596 5,050.00 400
6695 39,562.50 3,000 102196 3,250.00 200
-----------------------------------------
61295 19,687.50 1,500 1,132,478.19 92,886
LAWRENCE SEIDMAN INVEST. PART. L.P.
4495 30,625.00 2,500 41995 16,015.63 1,250
4695 31,093.75 2,500 42695 32,187.50 2,500
41195 31,572.25 2,500 42895 25,625.00 2,000
41295 31,875.00 2,500 8895 5,757.50 400
41795 37,700.00 2,900 21396 30,375.00 2,000
41895 38,812.50 3,000 Stock Div. 2,405
4396 28,875.00 2,000
7296 31,748.50 2,400
-----------------------------------------
372,262.63 30,855
FEDERAL HOLDINGS LLC
71195 28,500.00 2,000 8495 14,375.00 1,000
71295 35,781.25 2,500 8895 21,562.50 1,500
71295 53,671.88 3,750 81195 71,875.00 5,000
71395 41,812.50 3,000 81595 35,937.50 2,500
71995 71,250.00 5,000 81695 143,750.00 10,000
71995 48,781.25 3,500 81895 71,875.00 5,000
72095 69,062.50 5,000 82495 143,750.00 10,000
72495 28,125.00 2,000 83095 125,375.00 8,500
8195 29,000.00 2,000 Stock Div. 7,225
72696 41,062.50 3,000
-----------------------------------------
1,075,546.88 82,475
DENNIS POLLACK
41395 6,479.50 500 3496 74,379.50 5,000
6895 35,942.33 2,700 52096 4,350.00 300
73195 1,450.00 96 61996 14,254.50 1,000
Stock Div. 329 62896 19,217.00 1,450
-----------------------------------------
156,072.83 11,375
ERNEST BEIER, JR.
101394 102,509.75 10,000
Stock Div. 1,000
62896 25,912.50 2,000
- ----------------------------------
128,422.25 13,000
- ----------------------------------
- ---------------------------------------------------------------------------
TOTAL 10,440,092.78 850,351
<PAGE>
- -------------------------------------------------------------------------------
YOUR VOTE IS EXTREMELY IMPORTANT
1. Please SIGN, MARK, DATE and MAIL YOUR WHITE proxy card in the enclosed
postage-paid envelope. If you wish to vote for the Committee Nominee, you
must submit the enclosed WHITE proxy card and must NOT submit the Company's
proxy card, even if you wish to vote for the Company Nominee.
2. If you have already voted the Company's proxy card, you have every legal
right to change your mind and vote FOR the Committee Nominee on the WHITE
proxy card. Only your latest dated proxy card will count.
3. If your shares are held for you by a bank or brokerage firm, only your bank
or broker can vote your shares and only after receiving your instructions.
Please call your bank or broker and instruct your representative to vote
FOR the Committee Nominee on the WHITE proxy card.
4. Time is short. Please vote today!
If you have questions or need assistance in voting your shares or in
changing your vote, please contact Beacon Hill Partners, Inc. at the
toll-free number listed below.
BEACON HILL PARTNERS
90 BROAD STREET
New York, New York 10004
(212) 843-8500 (CALL COLLECT)
OR
CALL TOLL-FREE (800) 755-5001
- --------------------------------------------------------------------------------
<PAGE>
IBS FINANCIAL CORP.
ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE IBS FINANCIAL CORP. COMMITTEE TO
MAXIMIZE SHAREHOLDER VALUE
IN OPPOSITION TO THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard Whitman and Ernest Beier, Jr., and
each of them, with full power of substitution and resubstitution, the
attorney(s) and the proxy(ies) of the undersigned, to vote all shares the
undersigned may be entitled to vote, with all powers the undersigned would
possess if personally present at the Annual Meeting of Stockholders of IBS
Financial Corp. to be held in January 1997, and at any adjournments or
postponements thereof on the following matters, as instructed below, and in
their discretion, on such other matters as may properly come before the meeting,
including any motion to adjourn or postpone the meeting, all as more fully
described in the Proxy Statement of the IBS Financial Corp. Committee to
Maximize Stockholder Value ("Committee") dated December __ 1996, receipt of
which is hereby acknowledged.
A vote "FOR" each proposal is recommended.
1. ELECTION OF DIRECTOR
[ ] FOR the nominee listed below [ ] WITHHOLD AUTHORITY to vote for nominee
(except as indicated to the
contrary below)
Ernest Beier, Jr.
Instructions: If you wish to withhold authority and preclude the proxy from
voting for any individual nominee, with the name(s) in the space provided below:
- ------------------------------ (Continued and to be SIGNED on the reverse side)
<PAGE>
2. APPOINTMENT OF DELOITTE & TOUCHE, LLC AS INDEPENDENT ACCOUNTANTS FOR
THE FISCAL YEAR ENDING SEPTEMBER 30, 1997:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. Unless otherwise otherwise specified,
this proxy will be voted "FOR" the election of the Committee's nominee as
director and "FOR" the appointment of Deloitte & Touche, LLC, the independent
accountants. This proxy revokes all prior proxies given by the undersigned.
Please sign below exactly as your name appears on the proxy card. If shares
are registered in more than one name, all such persons should sign. A
corporation should sign in its full corporate name by a duly authorized officer,
stating full titles. Trustees, guardians, executors and administrators should
sign in their official capacity, giving their full title as such. If a
partnership, please sign in the partnership name by authorized persons. This
proxy card votes all shares held in all capacities.
Dated....................., 1996
................................
(Signature)
...............................
(Signature, if held jointly)
................................
(Title or authority, if
applicable)
PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY.
