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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.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securites 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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SUPPLEMENTAL FACTUAL
INFORMATION TO
PROXY STATEMENT DATED MARCH 24, 1997
The March 24, 1997 Proxy Statement of the IBS Financial Corp. Committee to
Maximize Shareholder Value (the "Committee") was printed prior to the record
date (March 24, 1997) previously set by IBS Financial Corp. (the "Company").
Therefore, the following information shall modify and amend the information
contained in the Committee's Proxy Statement dated March 24, 1997 and the
Committee's proxy card.
1. Outstanding Shares
As a result of the 15% stock dividend issued by the Company there were
11,609,723 shares outstanding as of May 28, 1997, which is an increase over the
9,935,905 shares that were outstanding as of March 24, 1997, (the old record
date).
2. Record Date for Annual Meeting
The record date for the Annual Meeting has been changed from May 28, 1997 to
June 27, 1997.
3. Annual Meeting Date
The date for the Annual Meeting has been changed from April 18, 1997 to
August 4, 1997.
4. Earnings Per Share, Book Value and Shares Price Statistical
Information for Quarter Ended March 31, 1996 and 1997.
<TABLE>
<CAPTION>
Stock Stock Increase Book Book Increase Diluted Diluted Increase
Price Price (Decrease) Value Value (Decrease) EPS EPS (Decrease)
($) ($) (%) ($) ($) (%) ($) ($) (%)
SYM INSTITUTION 3/31/97 3/31/96 3/31/97 3/31/97 3/31/96 3/31/97 3/31/97 3/31/96 3/31/97
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CBH Commerce Bancorp Inc. 27.306 19.105 42.9 12.80 12.03 6.4 .56 .44 27.3
CNSK Covenant Bank 14.250 10.885 30.9 7.74 7.39 4.7 .22 .17 29.4
COFD Collective Bancorp 38.377 24.234 58.4 18.89 17.47 8.1 .78 .66 18.1
Inc.
FMCO FMS Financial Corp. 19.500 16.061 21.4 14.59 13.50 8.1 .55 .39 41.0
FSPG First Home Bancorp 17.775 12.894 37.8 12.36 11.23 10.1 .47 .43 9.3
Inc.
IBSF IBS Financial Corp. 14.783 12.078 22.4 11.45 11.77 (2.7) .13 .15 (13.3)
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</TABLE>
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This tabulation of information again clearly shows that the Company's
financial performance does not compare favorably to the performance of other
financial institutions located in the same market area.
5. Stock Purchases by Dennis Pollack
Mr. Pollack purchased 1,000 shares of Common Stock on May 8, 1997. This purchase
was not included in the share holdings listed in Appendix A & B of the Proxy
Statement. The Committee, as of May 28, 1997,owned 983,531 shares or 8.5% of
the outstanding Common Stock. Appendix A and B to the Proxy Statement do
not reflect the issuance of the 15% stock dividend.
6. Third Circuit Appeal
Oral argument with respect to the appeal filed by the Company in connection with
the decision of District Court Judge Joseph Irenas was held on May 23, 1997.
No decision has been rendered by the Court as of May 26, 1997.
7. Nomination of Arthur J. Abramowitz to Board of Directors by the Company
In an attempt to bring new blood to the Board of Directors, the Company has
proposed Arthur J.Abramowitz to be one of its nominees for election to the
Board of Directors. Mr. Abramowitz's firm has served as general counsel to the
Company's bank subsidiary. Solely to avoid a costly and time-consuming proxy
contest, the Committee was willing to support Mr. Abramowitz's nomination to
the Board for one of the two open seats, so long as the Company supported one
of the Committee's nominees for the second open seat. The Company refused to
accept the Committee's proposal.
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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 on August 4, 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 March 24, 1997, and Supplemental
Factual Information To Proxy Statement dated March 24, 1997, receipt of which is
hereby acknowledged.
A vote "FOR" each proposal is recommended.
1. ELECTION OF DIRECTOR
-- FOR the nominees listed below -- WITHHOLD AUTHORITY to vote for nominee
(except as indicated to the
contrary below)
Ernest Beier, Jr. Richard Whitman
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)
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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 specified, this proxy
will be voted "FOR" the election of the Committee's nominees as directors 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................., 1997
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(Signature)
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(Signature, if held jointly)
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(Title or authority, if applicable)
PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY.
