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
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|_| Preliminary proxy statement |_| Confidential, for Use of the
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|_| Definitive proxy statement Rule 14a-6(e)(2))
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|X| Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
NSS BANCORP, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
BASSWOOD FINANCIAL PARTNERS, L.P.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
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<PAGE>
BASSWOOD FINANCIAL PARTNERS, L.P.
52 Forest Avenue
Paramus, NJ 07652
June 15, 1998
Dear Fellow NSS Shareholder:
We are writing to you today to inform the shareholders of NSS Bancorp,
Inc. ("NSS") of the importance of the next annual shareholder meeting and the
issues that will be addressed. We have made a significant financial commitment
to NSS and beneficially own more than 234,000 shares of NSS, or 9.90% of the
total outstanding shares. We are deeply concerned with the lack of direction and
vision of the current Board of Directors of NSS (the "Board"). We believe that
NSS has a chance to maximize the value of its shareholders' investments but must
act now before the window of opportunity closes.
We will be seeking your support to elect three highly qualified
candidates to the Board at its next annual meeting of shareholders. A summary of
their backgrounds appears on the reverse side of this letter.
As most of you are aware, the NSS annual meeting is usually held in the
spring. Last year's meeting, for example, was held on May 20, 1997.
Unfortunately, the Board of NSS, having been notified of our interest in
participating in this year's election, has determined not to hold the meeting
until much later than usual -- indeed, they have still not set a date for the
meeting. The Board must allow the shareholders, the true owners of the company,
a forum to express their views on the management and direction that the Board
has taken.
Let's put an end to these stall tactics and get down to the business of
maximizing the value of our investment. Sooner or later, this Board will have to
call a shareholders meeting and investors will have a chance to consider our
nominees and our program. At this year's annual meeting, you will have the power
to support positive change at NSS, and to influence the destiny of your
investment.
In the meantime, we recommend that you contact your financial advisor
to discuss the current merger activity in the banking sector.
LOOK FOR OUR PROXY MATERIALS AND THE WHITE PROXY CARD
Sincerely,
Basswood Financial Partners, L.P.
<PAGE>
We believe that after you have reviewed each of the candidate's qualifications,
you will agree that they have the knowledge and experience to represent the
interests of the company and of all shareholders:
Wolfgang Schoellkopf currently is a principal of the Ramius Capital Group, an
investment management company. Mr. Schoellkopf is also a director of SLM Holding
Corporation. From 1996 to 1997, Mr. Schoellkopf was Vice Chairman of First Union
National Bank in Newark, New Jersey. Prior thereto, he was Vice Chairman and
Chief Financial Officer of First Fidelity Bancorporation (which was merged into
First Union Corporation in 1996). Mr. Schoellkopf is also a member of the Board
of the Inner-City Scholarship Fund at MaryMount University.
George R. Zoffinger currently is the President and Chief Executive Officer of
Constellation Capital Corp., an investment management company. Mr. Zoffinger is
also a director of New Jersey Resources Corporation and Camelot Music Holding,
Inc. From 1995 to February 1998, Mr. Zoffinger was the President and Chief
Executive Officer of Value Property Trust, a real estate investment trust (REIT)
which was recently sold to Wellsford Properties. From 1994 to 1996, Mr.
Zoffinger was the Chairman of CoreStates New Jersey National Bank. From 1991 to
1994, he was the President and Chief Executive Officer of Constellation Bancorp
(which was merged into CoreStates Financial Corp and, thereafter, into First
Union Corporation). Prior to that, Mr. Zoffinger served as the Commissioner of
Commerce and Economic Development for the State of New Jersey and he was
appointed by President Clinton to serve as a delegate to the White House
Conference on Small Business.
Bennett Lindenbaum has been a money manager for Basswood Partners, L.P. and the
Vice President of Basswood Management, Inc. since 1993. Both Basswood Partners
and Basswood Management oversee and manage the investment of other affiliates
which primarily invest in banks, bank holding companies and thrift institutions.
Prior to that, Mr. Lindenbaum was the Vice President of Investments for MGS
Corporation, a company involved in propane gas distribution, a bank analyst at
SNL Securities, and a financial analyst in the Investment Banking Group at
Shearson Lehman Brothers.
-------------------------
In addition to Basswood Financial Partners, L.P., other participants in this
solicitation in opposition to management may include two of our executive
officers, Matthew Lindenbaum and Bennett Lindenbaum, as well as seven of our
employees, Debbie Coticchio, Marc Samit, Brian Jackelow, Raymond French, David
Verlander, Claudine Blazina and Stella Kourkoulakos, and the two independent
candidates: Wolfgang Schoellkopf and George R. Zoffinger. Basswood Financial
Partners, L.P. owns 105,191 shares of NSS Bancorp, Inc. The following affiliates
of Basswood Financial Partners, L.P. own NSS Bancorp, Inc. shares: Basswood
International Fund, Inc. owns 36,809 shares, 1994 Garden State Trust owns 7,905
shares, Whitewood Financial Partners, L.P. owns 1,956 shares, Basswood
Supplemental Fund, L.P. owns 75,315 shares, and Jet I, L.P. owns 7,795 shares.
Matthew Lindenbaum owns 100 shares and may be deemed to beneficially own the
aforementioned 234,971 shares held by a combination of Basswood Financial
Partners, L.P. and its affiliates. Bennett Lindenbaum, Basswood Partners, L.P.
and Basswood Management, Inc., may each also be deemed to beneficially own the
aforementioned 234,971 shares held by a combination of Basswood Financial
Partners, L.P. and its affiliates. Mr. Schoellkopf owns 220 shares of NSS
Bancorp, Inc. and Mr. Zoffinger owns 420 shares of NSS Bancorp, Inc. Other than
the above, Basswood Financial Partners, L.P. does not have, and to its
knowledge, none of such other persons has, any interest, direct or indirect, by
security holdings or otherwise, in NSS Bancorp, Inc. shares.
