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SCHEDULE 14A
(Rute 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 [x] Check the appropriate box:
Preliminary Proxy Statement [ ]
Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e) (2) [ ] Definitive Proxy
statement [ ] Definitive Additional Materials [X] 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(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.
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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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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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Ernest Beier, Jr.
1609 Ravenswood Way
Cherry Hill, NJ 08003
(609) 424-1690
July 14, 1997
Dear Fellow IBS Financial Corp. Shareholder:
My name is Ernest Beier and I have been a shareholder of IBS Financial
Corp. since October 1994, at the time the Company first became public. I was not
acquainted with any members of the so-called "Opposition Group" before the first
proxy contest in December 1995. I have watched the earnings of the bank stagnate
while the earnings of other local financial institutions have significantly
increased. I am writing to you today both as a fellow shareholder and as a
nominee for the Board of IBS.
Since 1972 I have been affiliated with various banks in the South Jersey
area, as a director, chairman, Chief Executive Officer or president. Each of
these banks had successful growth records and each of them was ultimately merged
into another financial institution. The shareholders of these companies were
rewarded because they had a Board and management team that took the necessary
steps to maximize value. I believe IBS now needs more effective leadership, and
a change of direction, in order to maximize value for its shareholders.
I have a proven record of creating shareholder value. In my opinion IBS'
earnings are an embarrassment and current management is not taking advantage of
possible opportunities to maximize shareholder value. Instead current management
is slinging mud at a person who is not even running for a seat on the Board. IBS
has not said a negative thing about Richard Whitman or me, the two people who
will be representing you, because IBS can not.
It is not an easy decision to join a so-called "opposition group" and
subject yourself to castigation by the incumbent management. I did not make this
decision lightly. However, I believe I can bring an experience and independent
voice to the IBS Board. I believe the same can be said of my fellow nominee,
Richard Whitman. We can bring years of financial and banking experience to IBS
and hopefully be a catalyst for change - a change that will benefit all
shareholders.
You may ask why, in light of IBS' continued attacks on Larry Seidman and
the Committee to Maximize Shareholder Value, have I agreed to be part of this
effort to bring new direction to IBS? The answer is simple: I agree with the
Committee's ideas and goals.
I agree with the Committee that IBS should retain an investment banking
firm for the express purpose of seeking ways to maximize shareholder value.
This may include the sale of IBS, or an acquisition of another financial
institution, as well as other alternatives.
I also agree with the Committee that the compensation levels for the chief
executive, and the directors, are troublesome when you take into
consideration the relatively small size of the bank, and the mediocre
results it has achieved.
In my opinion, the stock price of IBS is trading at an artificially high
level due to one of several factors including, but not limited to, the
general interest in banks as takeover candidates, the IBS' open market
share repurchase program, or the market's reaction to the possibility that
the Committee will be successful in placing independent Directors on the
Board who will work to maximize shareholder value. I believe this
environment will not last forever. Unless we take steps to maximize
shareholder value now, we may lose a golden opportunity.
In short, I don't believe IBS' operating record, under the current Board
and management team should inspire shareholder confidence. If the Company's
stock has to trade on fundamentals alone, we, in my opinion, will probably be
looking at a lower stock price.
I urge you to support my candidacy as an independent director along with
that of my fellow nominee Richard Whitman by signing and returning the white
proxy card today. Richard has spent over 25 years in the world of finance. In
light of our long and successful careers, I believe you can count of on us to be
independent voices on the Board of Directors.
Sincerely,
Ernest Beier
P.S. If you need assistance in voting your shares, please contact our
solicitors, Beacon Hill Partners, at 1-800-755-5001.
P.P.S. The outstanding share amount of 11,609,723 stated in the
Supplemental Factual Information to Proxy Statement Dated March 24, 1997 is
hereby corrected to be 11,011,897.
