<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the fiscal year ended: September 30, 1996
OR
- --- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 0-24862
IBS FINANCIAL CORP.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-3301933
-------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1909 East Route 70
Cherry Hill, New Jersey 08003
---------------------------------- ----------------------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (609) 424-1000
Securities registered pursuant to Section 12(b) of the Act:
NOT APPLICABLE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK (PAR VALUE $.01 PER SHARE)
- ------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
---
As of December 12, 1996, the aggregate value of the 8,533,433 shares of
Common Stock of the Registrant issued and outstanding on such date, which
excludes 1,402,472 shares held by all directors and officers of the
Registrant as a group, was approximately $132.3 million. This figure is
based on the last known trade price of $15.50 per share of the Registrant's
Common Stock on December 12, 1996.
Number of shares of Common Stock outstanding as of December 12, 1996:
9,935,905
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and the
Part of the Form 10-K into which the document is incorporated:
(1) Portions of the Annual Report to Stockholders for the fiscal year ended
September 30, 1995 are incorporated into Parts II and IV.
<PAGE>
PART I
Item 3. Legal Proceedings.
There are no material legal proceedings to which the Company or its
subsidiary is a party or to which any of their property is subject.
In November 1995, Lawrence B. Seidman filed a complaint in the Superior
Court of New Jersey, Passaic County, against the Company and its directors,
alleging that a letter dated November 17, 1995, sent by the Company to its
shareholders in connection with the Company's solicitation of proxies for the
election of directors at the Annual Meeting held December 15, 1995, contained
defamatory statements about Mr. Seidman. The Complaint requested an
unspecified amount of damages (including punitive damages from the director
defendants), interest, costs and fees, as well as an injunction prohibiting
the Company from indemnifying the directors. An amended complaint was filed
in January 1996, when the court, instead of dismissing the original
complaint, permitted Mr. Seidman to amend his complaint. In November 1996,
the Court again allowed Mr. Seidman to amend his complaint, this time to add
allegations that two other letters sent by the Company to its shareholders
during the proxy contest also contained defamatory statements. The Company
and its directors have filed a motion for summary judgment; the motion has
not yet been decided. The Company believes the suit is frivolous and without
merit and intends to continue to defend the action vigorously.
On November 12, 1996, the Company filed suit in the United States
District Court for the District of New Jersey against Mr. Seidman, Richard
Whitman and other members of the "IBS Financial Corp. Committee to Maximize
Shareholder Value." The Company's complaint alleged that the Committee had
failed to disclose all the information required by the federal securities
laws and the Company's Certificate of Incorporation in the materials it had
submitted in connection with the nomination of Ernest Beier, Jr., for
election as a director of the Company, and in the Committee's Schedule 13D
filings with the Securities and Exchange Commission. The Company sought a
declaratory judgment that the Committee's filings were incomplete and
inadequate, that the Company's Board properly rejected the nomination of Mr.
Beier, and that the Company need not, at this time, provide a shareholder
list to the Committee. The complaint also asked for an injunction against
further violations of the securities laws by Messrs. Seidman and Whitman and
the other members of their group, including further violations of the
Securities Exchange Act of 1934 ("Exchange Act"). The Committee
counterclaimed, challenging the action of the Company's Board, in July 1996,
reducing the number of directors from seven to six. Subsequent to the filing
of the Company's complaint, the Committee amended its Schedule 13D twice to
provide certain of the information which the Company's complaint alleged was
required to be previously disclosed.
On January 23, 1997, the United States District Court rendered a
decision and entered a judgment that the current filings and disclosures of
Mr. Seidman's group are adequate.
The court's opinion stated that "(a)n amendment which cures a violation of
the Exchange Act moots a claim that arises from the failure to file a
proper Scheduled 13D." The court held that the additional Scheduled 13D
amendments filed by Mr. Seidman's group after the litigation was commenced
mooted the Company's claim regarding the deficient disclosures initially
provided by Mr. Seidman's group, and the court declined to enforce the time
deadlines in the Company's Certificate of Incorporation. As a result, the
court held that the Company could not reject the defendants' nominations as
deficient or untimely and that the defendants are entitled to a stockholder
list. In addition, the court set aside the reduction in the size of the Board.
The Company is currently reviewing the court's decision with its
litigation counsel and securities counsel and is considering all of the
options available to it.
2
<PAGE>
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following tables present information concerning the directors of the
Company, including tenure as a director of the Company's subsidiary, Inter-Boro
Savings and Loan Association (the "Association").
DIRECTORS WHOSE TERMS EXPIRE IN 1997
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since
- ----------------- ------ ------------------------------ ---------
<S> <C> <C> <C>
Thomas J. Auchter 70 Director; President of 1967
Investment 2010, a
private investment
company, since 1991.
Formerly Director of
Finance and Treasurer,
Delaware River Port
Authority, Camden, New
Jersey, from 1960 to
1991.
Frank G. Lockhart 69 Director; self-employed 1972
as a part-time realtor on
Marco Island, Florida.
</TABLE>
DIRECTORS WHOSE TERMS EXPIRE IN 1998
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since
- ----------------- ------ ------------------------------ --------
<S> <C> <C> <C>
John A. Borden 78 Director; engaged in 1966
real estate related
activities since 1937
and independent real
estate appraiser since
1953.
Joseph M. Ochman, Sr. 65 Chairman of the Board 1971
of the Association
since 1976 and of the
Company since 1994;
President and Chief
Executive Officer of
the Association since
1971 and of the
Company since 1994.
</TABLE>
3
<PAGE>
DIRECTOR WHOSE TERM EXPIRES IN 1999
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since
- --------------- ------ ------------------------------ ---------
<S> <C> <C> <C>
Paul W. Gleason 77 Director; currently 1976
retired. Formerly
Chairman of the Board
and principal
stockholder of
Formigli Corporation,
a concrete business,
Berlin, New Jersey.
</TABLE>
DIRECTORS WHOSE TERMS EXPIRE IN 2000
<TABLE>
<CAPTION>
Principal Occupation During Director
Name Age(1) the Past Five Years Since
- ------------------------ ------ --------------------------- --------
<S> <C> <C> <C>
Francis X. Lorbecki, Jr. 74 Director; currently 1968
retired. Formerly
Senior Vice President
and loan officer of
the Association until
1981.
Albert D. Stiles, Jr. 69 Director; founder and 1977
owner of Wills and
Stiles, Inc., an
electrical contractor,
Medford, New Jersey;
self-employed builder
and developer of
residential and
commercial properties
in the South Jersey
area.
</TABLE>
- -------------
(1) As of September 30, 1996.
4
<PAGE>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Set forth below is information with respect to the principal occupations
during the last five years for the five executive officers of the Company
and the Association who do not serve as directors.
Richard G. Sharp. Mr. Sharp has served as Executive Vice President and
Chief Financial Officer of the Association since 1984 and of the Company
since 1994, and has been employed in various capacities at the Association
since 1972. Mr. Sharp is a past President of the Philadelphia Chapter of
the Financial Managers Society and a past District Director of the Financial
Managers Society's national organization. Mr. Sharp is currently a member
of the Pennsylvania Institute of Certified Public Accountants, the American
Institute of Certified Public Accountants and the Financial Managers
Society. Mr. Sharp is 62 years old as of September 30, 1996.
Anthony C. Chigounis. Mr. Chigounis has served as Senior Vice
President, Operations and Administration of the Association since 1984, and
has been employed in various capacities at the Association since 1971. Mr.
Chigounis has been active in a number of civic organizations, including the
United Way of both Burlington and Camden County, New Jersey. Mr. Chigounis
served as President of the Camden County Council of Boy Scouts of America
and is currently a member of the Executive Council. Mr. Chigounis is 59
years old as of September 30, 1996.
Andrew A. Cosenza. Mr. Cosenza has served as Senior Vice President, Savings
Officer of the Association since 1984, and has been employed in various
capacities at the Association since 1970. Mr. Cosenza is a member and past
Director of the Philadelphia Chapter of the Financial Managers Society, and a
member of the Delaware Valley Chapter of the Institute for Financial Education.
Mr. Cosenza has also been affiliated with the United Way of Camden County since
1980. Mr. Cosenza is 54 years old as of September 30, 1996.
Lorraine H. O'Hara. Ms. O'Hara has served as Senior Vice President, Human
Resources of the Association since 1987, and has served in various capacities at
the Association since 1966. Ms. O'Hara is a member and past President of the
Philadelphia Chapter of the Financial Managers Society and is a member of the
New Jersey State League Human Resource Committee and the South Jersey Human
Resources Group. Ms. O'Hara has also been active in several United Way annual
campaigns. Ms. O'Hara is 71 years old as of September 30, 1996.
Matthew J. Kennedy. Mr. Kennedy has served as Executive Vice President and
Treasurer of the Company and the Association since April 1996 and prior thereto
as Senior Vice President and Assistant Treasurer since September 1995. He
joined the Association in February 1995 as a Vice President. Mr. Kennedy was
previously employed by Valley Federal Savings and Loan Association, Easton,
Pennsylvania, where he served as Executive
5
<PAGE>
Vice President and Chief Financial Officer from 1985 to November 1993. Prior
thereto, Mr. Kennedy served as Vice President and Controller of Valley Federal
from 1977 to 1985. Mr. Kennedy is 52 years old as of September 30, 1996.
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of certain information concerning
the compensation paid by the Company and the Association for services rendered
in all capacities during the three years ended September 30, 1996 to the
President and Chief Executive Officer of the Company and the Association and
each other executive officer of the Company and its subsidiaries whose total
compensation during the fiscal year exceeded $100,000.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
--------------------------------------- -----------------------------------
Awards Payouts
------------------------ -------
Name and Fiscal Other Annual Stock Number of LTIP All Other
Principal Position Year Salary(1) Bonus(2) Compensation(3) Grants(4) Options(5) Payouts Compensation
- ------------------- ------ --------- -------- --------------- --------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph M. Ochman, Sr. 1996 $523,882 $ -- $ -- -- -- -- $309,538(6)
President and Chief 1995 482,750 90,000 -- $1,204,506 319,267 -- 86,896
Executive Officer 1994 453,875 89,000 -- -- -- -- 46,885
- ------------------------------------------------------------------------------------------------------------------------------
Richard G. Sharp 1996 $119,060 $ -- $ -- -- -- -- $ 65,682(6)
Executive Vice 1995 113,295 18,000 -- $ 481,794 128,669 -- 10,676
President and CFO 1994 107,809 34,200 -- -- -- -- --
</TABLE>
(1) Includes $16,000, $62,500 and $57,000 accrued on behalf of Mr. Ochman
pursuant to a deferred compensation plan in fiscal 1996, 1995 and 1994,
respectively.
(2) The Company did not pay its senior executive officers a bonus for fiscal
1996. The fiscal 1995 bonus was paid in September 1995 for services
rendered in fiscal 1995. The fiscal 1994 bonus was paid in September 1994
for services rendered in fiscal 1994.
(3) Does not include amounts attributable to miscellaneous benefits received
by the named executive officers. In the opinion of management of the
Association, the costs to the Association of providing such benefits to
each named executive officer during the year ended September 30, 1996 did
not exceed the lesser of $50,000 or 10% of the total of annual salary and
bonus reported for the individual.
(4) Represents the grant of 127,707 and 51,082 shares of restricted Common
Stock to Messrs. Ochman and Sharp, respectively, pursuant to the Company's
Recognition Plan, which were deemed to have had the indicated value at the
date of grant. The restricted Common Stock awarded to Messrs. Ochman and
Sharp which had not yet vested as of September 30, 1996 had a fair market
value of $1.5 million and $608,000
6
<PAGE>
at September 30, 1996, respectively, based on the $14.875 per share
closing market price on such date. The awards vest 20% each year
beginning January 19, 1996, and dividends are paid on the restricted
shares.
(5) Consists of stock options granted pursuant to the Company's 1995 Stock
Option Plan which are exercisable at the rate of 20% each year beginning
January 19, 1996.
(6) Includes $27,000 for fees paid for service as Chairman of the Board of
Directors, $9,510 in premiums paid on certain life insurance policies,
$205,007 of stock units allocated to Mr. Ochman's account under the
Company's Excess Benefit Plan, and $1,900 for fees paid for service as
trustee of the Association's pension plan to Mr. Ochman in fiscal 1996.
Also includes $66,121 and $65,682 for 4,514 shares and 4,484 shares
allocated on behalf of Messrs. Ochman and Sharp, respectively, in fiscal
1996 under the Company's ESOP.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Review Committee of the Board of Directors recommends
compensation for the Association's employees, which is then ratified by the full
Board of Directors. During the fiscal year ended September 30, 1996, the
members of the Committee were Messrs. Borden (Chairman), Gleason and Stiles.
During fiscal 1996, no member of the Compensation Review Committee was a former
or current full-time officer or employee of the Company or the Association.
STOCK OPTIONS
The following table discloses certain information regarding the options
held at September 30, 1996 by the Chief Executive Officer and each other named
executive officer. No options were exercised by such persons during the year
ended September 30, 1996.
<TABLE>
<CAPTION>
Number of Options at Value of Options at
September 30, 1996 September 30, 1996
-------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- --------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Joseph M. Ochman, Sr. 63,853 255,414 $347,680 $1,390,729
Richard G. Sharp 25,734 102,935 140,122 560,481
</TABLE>
- -----------------
(1) Based on a per share market price of $14.875 at September 30, 1996.
7
<PAGE>
DIRECTORS' FEES
Directors of the Company received an annual fee of $2,400 from the Company
during fiscal 1996. Directors of the Association are paid a monthly fee for
attendance at each Board of Directors' meeting. The amount of the fee was
$1,325 during fiscal 1996. Two paid absences are permitted. For service on the
Executive Committee, which generally meets once a month, directors received fees
of $575 per meeting attended in fiscal 1996. For service on the General Loan
Committee, which generally meets twice each month, directors received fees of
$500 per meeting attended in fiscal 1996. For all other meetings of committees,
which meet as needed, directors received fees of $475 per meeting attended
during fiscal 1996. Those directors who serve as trustees of the Association's
Retirement Plan receive a fee, which amounted to $475 per quarter during fiscal
1996. In lieu of receiving other directors' fees, the Chairman of the Board of
Directors received a fee for service as Chairman, which amounted to $9,000 per
quarter until June 30, 1996, at which time such fee was terminated.
EMPLOYMENT AGREEMENTS
The Company and the Association (the "Employers") during October 1994
entered into employment agreements with each of Messrs. Ochman, Sharp,
Chigounis, Cosenza and Ms. O'Hara. The Employers agreed to employ
Messrs. Ochman and Sharp for a term of three years and the other officers for a
term of two years, in each case in their current respective positions. The
agreements with Messrs. Chigounis and Cosenza and Ms. O'Hara expired in October
1996. On April 22, 1996, Mr. Ochman's joint agreement with both the Company and
the Association was replaced by two separate three-year employment agreements -
one with the Company and one with the Association. The compensation and
expenses of Messrs. Ochman and Sharp (the "Executives") are paid by the Company
and the Association in the same proportion as the time and services actually
expended by the Executives on behalf of each respective Employer. The term of
Mr. Ochman's employment agreements with the Company and the Association shall be
extended each year for a successive additional one-year period upon approval of
the respective Board of Directors unless Mr. Ochman elects, not less than 30
days prior to the annual anniversary date, not to extend the employment term.
The Executives' employment agreements are terminable with or without cause
by the respective Employer(s). The Executive has no right to compensation or
other benefits pursuant to the employment agreement for any period after
voluntary termination or termination by the respective Employer(s) for cause,
disability, retirement or death, provided, however, that (i) in the event that
(a) the Executive terminates his employment because of failure of the respective
Employer(s) to comply with any material provision of the employment agreement or
the respective Employer(s) change the Executive's title or duties, or (b) the
employment agreement is terminated by the respective Employer(s) other than for
cause, disability, retirement or death or by the Executive as a result of
certain adverse actions which are taken with respect to the Executive's
employment following a
8
<PAGE>
Change in Control of the Company, as defined, the Executive will be entitled to
a cash severance amount equal to three times the Executive's base salary, and
(ii) Mr. Ochman's employment agreements provide for certain death, disability
and medical benefits as set forth below. In addition, Mr. Ochman will be
entitled to a continuation of benefits similar to those he is receiving at the
time of such termination for the remaining term of the agreement or until he
obtains full-time employment with another employer.
A Change in Control is generally defined in the employment agreements to
include any change in control of the Company required to be reported under the
federal securities laws, as well as (i) the acquisition by any person of 25% or
more of the Company's outstanding voting securities and (ii) a change in a
majority of the directors of the Company during any two-year period without the
approval of at least two-thirds of the persons who were directors of the Company
at the beginning of such period.
Each employment agreement with the Association provides that if the
payments and benefits to be provided thereunder or otherwise upon termination of
employment are deemed to constitute a "parachute payment" within the meaning of
Section 280G of the Internal Revenue Code of 1986 (the "Code"), then such
payments and benefits payable thereunder shall be reduced, in the manner
determined by the Executive, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits being
non-deductible by the Employers for federal income tax purposes. Parachute
payments generally are payments in excess of three times the base amount, which
is defined to mean the recipient's average annual compensation from the employer
includible in the recipient's gross income during the most recent five taxable
years ending before the date on which a change in control of the employer
occurred. Recipients of parachute payments are subject to a 20% excise tax on
the amount by which such payments exceed the base amount, in addition to regular
income taxes, and payments in excess of the base amount are not deductible by
the employer as compensation expense for federal income tax purposes. Under Mr.
Ochman's employment agreement with the Company, Mr. Ochman could receive
payments and benefits that constitute a parachute payment, in which event the
Company has agreed to pay the 20% excise tax that would otherwise be owed by Mr.
Ochman and such additional amounts as may be necessary to reimburse Mr. Ochman
for the state and federal income and excise taxes on such amounts.
Consistent with past practice, Mr. Ochman is provided with the use of an
automobile and the Employers pay the annual membership dues at two clubs. Under
Mr. Ochman's employment agreements, the Employers will provide coverage for Mr.
Ochman and his spouse under the Employers' health insurance plan until Mr.
Ochman attains age 70. In the event of Mr. Ochman's death or disability during
the term of the agreements, his spouse, estate, legal representative or named
beneficiaries will receive payments equal to the balance due to Mr. Ochman for
the remaining term of the agreements and Mr. Ochman's spouse will continue to be
covered under the Employers' health insurance plan for three years.
9
<PAGE>
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.
BENEFITS
Retirement Plan. The Association previously maintained a defined benefit
pension plan ("Retirement Plan") for all full time employees who had attained
the age of 21 years and had completed one year of service with the Association.
In general, the Retirement Plan provided for annual benefits payable monthly
upon retirement at age 65 in an amount equal to between 1.35% and 2.00% of an
employee's average earnings, which was the average compensation paid to him or
her over the five consecutive years of service which produced the highest
average during the 10 years preceding the participant's retirement or
termination of employment, excluding overtime, commissions and bonuses,
multiplied by his or her years of service (to a maximum of 35 years). Under the
Retirement Plan, an employee's benefits were fully vested after five years of
service. During the year ended September 30, 1996, the Association's pension
expense under the Retirement Plan amounted to $291,000.
At September 30, 1996, Messrs. Ochman and Sharp had 27 and 24 years,
respectively, of credited service under the Retirement Plan. The Association
terminated the Retirement Plan effective September 1, 1996 and will provide the
participants with their benefits in early 1997. Messrs. Ochman and Sharp will
receive cumulative benefits under the Retirement Plan in lump sum distributions
estimated to be approximately $1.1 million and $400,000, respectively.
Supplemental Executive Retirement Agreement. In September 1987, the
Association entered into a Supplemental Executive Retirement Agreement
("SERP") with Mr. Ochman in order to supplement the retirement benefits to
be received by him pursuant to the Association's Retirement Plan. Under the
SERP, upon retirement from the Association after attaining age 65, Mr.
Ochman shall be entitled to receive an annual supplemental retirement
benefit equal to 1.35% of his final average earnings, as defined in the
Retirement Plan, up to the social security covered compensation, plus 2% of
final average earnings in excess of such amount multiplied by Mr. Ochman's
years of service (to a maximum of 35 years), and reduced by the benefit
payable under the Retirement Plan. The obligation to make payments pursuant
to the SERP is unfunded, and the Association annually credits to an account
an amount which is projected to be sufficient to defray the Association's
obligation under the SERP. During the year ended September 30, 1996, the
Association recognized an expense of $824,000 in connection with the SERP.
The Association has terminated the SERP effective September 1, 1996 and will
provide cumulative SERP benefits of approximately $1.3 million to Mr. Ochman
in early 1997.
Deferred Compensation Agreement. In January 1977, the Association and Mr.
Ochman entered into a deferred compensation agreement which was restated as of
December 1988
10
<PAGE>
(the "Agreement"), pursuant to which Mr. Ochman is permitted to defer a
discretionary percentage of the total compensation otherwise payable to him.
The payment of deferred compensation pursuant to the Agreement is unfunded,
and the Association credits to a deferred compensation account the amounts of
compensation deferred by Mr. Ochman. Amounts held pursuant to the Agreement
are required to be paid to Mr. Ochman within 60 days following the date of the
termination of his employment with the Association, or as may be permitted at
an earlier date by the Board of Directors with Mr. Ochman abstaining from
voting. Mr. Ochman deferred $16,000 of compensation during fiscal 1996.
The Association and Mr. Ochman terminated the agreement in January 1996, at
which time the remaining cumulative deferred amount of $202,000 was distributed
to Mr. Ochman.
Life Insurance Arrangements. In October 1981, the Association and Mr.
Ochman entered into a supplemental deferred compensation agreement (the
"Supplemental Agreement") pursuant to which the Association agreed to
maintain certain life insurance policies on Mr. Ochman's life with an
aggregate face amount of approximately $389,600 until Mr. Ochman's
retirement after having attained the age of 65. Life insurance policies
that were previously owned by the Association's Retirement Plan were
purchased from the Retirement Plan by the Association pursuant to the
Supplemental Agreement for an amount equal to their then cash value. The
policies were amended to provide that the beneficiary of the policies shall
be Mr. Ochman's spouse and her heirs, and the Association agreed to continue
to pay the required premium payments. During the year ended September 30,
1996, the Association paid total premiums of $9,510 with respect to these
insurance contracts. The Supplemental Agreement provides that, following
Mr. Ochman's retirement or disability, the Association will commence payment
to Mr. Ochman of the cash value of the insurance contracts in monthly
installments over a period of ten years.
Employee Stock Ownership Plan and Trust. The Company has established
the ESOP for employees of the Company and the Association. Full-time
employees of the Company and the Association who have been credited with at
least 1,000 hours of service during a twelve month period and who have
attained at least age 21 are eligible to participate in the ESOP.
In connection with the mutual to stock conversion of the Association,
the ESOP borrowed funds from the Company to purchase 8% of the Common Stock
issued in the conversion. The loan to the ESOP is being repaid principally
from the Company's and the Association's contributions to the ESOP over a
period of 10 years, and the collateral for the loan is the Common Stock
purchased by the ESOP. The Company may, in any plan year, make additional
discretionary contributions for the benefit of plan participants in either
cash or shares of Common Stock, which may be acquired through the purchase
of outstanding shares in the market or from individual stockholders, upon
the original issuance of additional shares by the Company or upon the sale
of treasury shares by the Company. Such purchases, if made, would be funded
through additional borrowings by the ESOP or additional contributions from
the Company. The timing, amount and manner of future
11
<PAGE>
contributions to the ESOP will be affected by various factors, including
prevailing regulatory policies, the requirements of applicable laws and
regulations, and market conditions.
Shares purchased by the ESOP with the proceeds of the loan are held in a
suspense account and released on a pro rata basis as debt service payments
are made. Discretionary contributions to the ESOP and shares released from
the suspense account are allocated among participants on the basis of
compensation. Forfeitures are reallocated among remaining participating
employees and may reduce any amount the Company might otherwise have
contributed to the ESOP. Participants will vest in their right to receive
their account balances within the ESOP at the rate of 20% per year, starting
with completion of their third year of service. In the case of a "change in
control," as defined, however, participants will become immediately fully
vested in their account balances. Benefits may be payable upon retirement,
early retirement, disability or separation from service. The Company's
contributions to the ESOP are not fixed, so benefits payable under the ESOP
cannot be estimated. Messrs. Ochman, Auchter and Borden serve as trustees
of the ESOP.
The Board of Directors of the Company has authorized an excess benefit
plan ("EBP") to provide certain additional retirement benefits to Mr.
Ochman. The EBP provides that Mr. Ochman shall receive an annual allocation
of stock units representing shares of Common Stock of the Company. The
number of stock units allocable to his benefit each year shall be equal to
the difference between the annual allocation of shares that would have been
made to him in the ESOP, without regard to the $150,000 limitation as set
forth in Section 401(a)(17) of the Code, minus the number of shares actually
allocated to his ESOP account in a particular year. The Company allocated
13,782 stock units having an aggregate value of $205,007 as of September 30,
1996 to the EBP in fiscal 1996.
12
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of the date indicated, certain
information as to the Common Stock beneficially owned by (i) each person or
entity, including any "group" as that term is used in Section 13(d)(3) of
the 1934 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, (ii) the
directors of the Company, (iii) certain executive officers of the Company,
and (iv) all directors and executive officers of the Company and the
Association as a group.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as of
January 15, 1997(1)(2)
------------------------
Name of Beneficial Owner No. %
------------------------ ----------- -----
<S> <C> <C>
IBS Financial Corp. Employee 1,051,079(3) 10.6%
Stock Ownership Plan Trust
1909 E. Route 70
Cherry Hill, New Jersey 08003
Lawrence B. Seidman, et al. 850,351(4) 8.6%
1235A Route 23 South
Wayne, New Jersey 07470
Directors:
Thomas J. Auchter 136,368(3)(5)(6) 1.4%
John A. Borden 101,038(3)(5)(7) 1.0%
Paul W. Gleason 94,188(5) .9%
Frank G. Lockhart 85,669(5)(8) .9%
Francis X. Lorbecki, Jr. 93,743(5)(9) .9%
Joseph M. Ochman, Sr. 370,792(3)(10) 3.7%
Albert D. Stiles, Jr. 170,783(5)(11) 1.7%
Certain other executive officers:
Richard G. Sharp 127,497(12) 1.3%
All directors and executive officers
of the Company and the Association as a
group (12 persons) 1,397,812(3)(13) 13.2%
</TABLE>
(Footnotes on following pages)
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<PAGE>
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(1) For purposes of this table, pursuant to rules promulgated under the 1934
Act, an individual is considered to beneficially own shares of Common Stock
if he or she directly or indirectly has or shares (1) voting power, which
includes the power to vote or to direct the voting of the shares; or (2)
investment power, which includes the power to dispose or direct the
disposition of the shares. Unless otherwise indicated, an individual has
sole voting power and sole investment power with respect to the indicated
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 January 15, 1997 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) The IBS Financial Corp. Employee Stock Ownership Plan Trust ("Trust") was
established pursuant to the IBS Financial Corp. Employee Stock Ownership
Plan ("ESOP") by an agreement between the Company and Messrs. Ochman,
Auchter and Borden, who act as trustees of the plan ("Trustees"). As of
January 15, 1997, 913,441 shares of Common Stock held in the Trust were
unallocated and 137,638 shares had been allocated to the accounts of
participating employees. Under the terms of the ESOP, the Trustees must
vote the allocated shares held in the ESOP in accordance with the
instructions of the participating employees. Unallocated shares held in
the ESOP will be voted by the ESOP Trustees in the same proportion for and
against proposals to stockholders as the ESOP participants and
beneficiaries actually vote shares of Common Stock allocated to their
individual accounts. Any allocated shares which either abstain on the
proposal or are not voted will be disregarded in determining the percentage
of stock voted for and against each proposal by the participants and
beneficiaries. The amount of Common Stock beneficially owned by directors
who serve as trustees of the ESOP and by all directors and executive
officers as a group does not include the unallocated shares held by the
Trust.
(4) Based on a Schedule 13D filed pursuant to the 1934 Act by Lawrence B.
Seidman, Seidman and Associates, L.L.C. ("SAL"), Seidman and Associates II,
L.L.C. ("SAL II"), Federal Holdings, L.L.C. ("Holdings"), Seidman
Investment Partnership, L.P. ("SIP"), The Benchmark Company, Inc. ("TBCI"),
Benchmark Partners, LP ("Partners"), Richard Whitman, Lorraine Di Paolo,
Dennis Pollack, and Ernest Beier, Jr. (collectively, the "Reporting
Persons"), which have formed a "group" pursuant to Rule 13d-5 under the
1934 Act. Mr. Seidman beneficially owns and has the right to vote and
dispose of 2,580 shares of Common Stock owned by his retirement account,
and he has sole investment discretion and voting authority with respect to
83,500 shares
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of Common Stock which Mr. Seidman purchased in the name of Michael J.
Mandelbaum pursuant to an April 24, 1995 agreement. Mr. Seidman also
claims sole investment discretion and voting authority over an additional
7,806 shares of Common Stock held by Jeffrey Greenberg (2,700 shares),
Steven Greenberg (2,700 shares), Richard Baer (635 shares), Brent Wolmer
(600 shares) and Sonia Seidman (1,171 shares). The Schedule 13D filed by
Mr. Seidman's group indicates that these last five individuals have
agreed to sell and vote their shares as directed by Mr. Seidman. In
addition, Mr. Seidman, in his capacity as the President of Veteri Place
Corporation, the sole general partner of SIP, which is an investment
partnership, and as manager of SAL, SAL II and Holdings, companies
organized to invest in securities, may be deemed to beneficially own
364,065 shares of Common Stock owned beneficially by such companies. Mr.
Whitman and Ms. Di Paolo, the President and Executive Vice President,
respectively, of TCBI, a broker-dealer and investment advisor, and each a
general partner of Partners, an investment partnership, have sole
dispositive and voting power as to 3,080 shares and 28,415 shares,
respectively, of Common Stock. In addition, Mr. Whitman and Ms. DiPaolo
may be deemed to have shared dispositive and voting power as to the 212,530
shares and the 125,000 shares of Common Stock held by TBCI and Partners,
respectively. Messrs. Pollack and Beier own 11,375 shares and 13,000
shares, respectively, of Common Stock. The above amounts exclude shares
held by relatives of Messrs. Pollack and Beier, as to which shares they
disclaim beneficial ownership.
(5) Includes 19,283 unvested shares granted to each non-employee director
pursuant to the Company's Recognition and Retention Plan and Trust
("Recognition Plan"), which shares may be voted by each director, and
59,063 shares (54,063 shares for Mr. Gleason) which may be acquired upon
the exercise of stock options exercisable within 60 days of January 15,
1997.
(6) Includes 27,500 shares held by Mr. Auchter's wife.
(7) Includes 1,650 shares held by Mr. Borden's wife.
(8) Includes 935 shares held jointly with Mr. Lockhart's wife and 2,046 shares
held by Mr. Lockhart's wife.
(9) Includes 55 shares held by Mr. Lorbecki's wife.
(10) Includes 91,300 shares held jointly with Mr. Ochman's wife, 102,165
unvested shares granted to Mr. Ochman pursuant to the Company's
Recognition Plan which may be voted by Mr. Ochman, 6,527 shares
allocated to Mr. Ochman pursuant to the Company's ESOP, 5,500 shares
held by Mr. Ochman's wife, 2,810 shares held in trust for the benefit of
Mr. Ochman's grandchildren and 127,708 shares which may be acquired
upon the exercise of stock options exercisable within 60 days of
January 15, 1997.
(11) Includes 11,000 shares held by Mr. Stiles' wife.
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(12) Includes 11,000 shares held jointly with Mr. Sharp's wife, 7,073 shares
held by Mr. Sharp's wife, 40,865 unvested shares granted to Mr. Sharp
pursuant to the Company's Recognition Plan which may be voted by
Mr. Sharp, 6,778 shares allocated to Mr. Sharp pursuant to the Company's
51,470 shares which may be acquired upon the exercise of stock options
ESOP and exercisable within 60 days of January 15, 1997.
(13) Includes 26,965 shares allocated to all executive officers as a group
pursuant to the Company's ESOP, 324,427 unvested shares granted to all
executive officers and directors as a group pursuant to the Company's
Recognition Plan which may be voted by such persons, and 613,982 shares
which may be acquired by all executive officers and directors as a group
upon the exercise of stock options exercisable within 60 days of
January 15, 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Association's policy provides that all loans made by the Association 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. During the fiscal year ended September 30, 1996, none of
the Association's directors and executive officers had aggregate loan balances
in excess of $60,000, and no such individual had engaged in any transaction with
the Association with a value in excess of $60,000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
IBS FINANCIAL CORP.
Date: January 24, 1997
By: /s/ Joseph M. Ochman, Sr.
-----------------------------
Joseph M. Ochman, Sr.
Chairman of the Board,
President and Chief Executive
Officer
