SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
WSFS FINANCIAL CORP.CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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.
/ / 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:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
(302) 792-6000
March 20, 199822, 1999
Dear Stockholder:
I am pleased to invite you to attend the Annual Meeting of Stockholders
of WSFS Financial Corporation (the "Company"), to be held at The DuPont Country
Club, Crystal Ballroom, 1001 Rockland Road,Wyndham Garden
Hotel, "Salon C", 700 King St., Wilmington, Delaware 19803,19801 on Thursday, April
23, 199822, 1999 at 4:00 p.m. At this meeting, stockholders will be asked to consider
a proposalproposals to re-elect directors whose terms are expiring.
Your vote is important regardless of how many shares of Company stock
you own. If you hold stock in more than one account or name, you will receive a
proxy card for each account. Please sign and return each card since each
represents a separate number of shares. Postage paid envelopes are provided for
your convenience.
You are cordially invited to attend the Annual Meeting. REGARDLESS OF
WHETHER YOU PLAN TO ATTEND, WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. This will not prevent you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting.
Sincerely,
/S//s/ Marvin N. Schoenhals
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Marvin N. Schoenhals
Chairman, President and
Chief Executive Officer
WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on April 23, 199822, 1999
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of WSFS
Financial Corporation (the "Company") will be held at The DuPont Country Club,
Crystal Ballroom, 1001 Rockland Road,Wyndham Garden Hotel,
"Salon C", 700 King St., Wilmington, Delaware 1980319801 on Thursday, April 23, 1998,22, 1999,
at 4:00 p.m., for the purpose of considering and acting upon the following:
1. Election of three directors for terms of three years each.
2. Such other matters as may properly come before the meeting or
any adjournment thereof.
Any action may be taken on any one of the foregoing proposals at the
Annual Meeting on the date specified above or any date or dates to which, by
original or later adjournment, the Annual Meeting may be adjourned. The Board of
Directors has fixed the close of business on March 9, 1998,12, 1999, as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting and any adjournment thereof.
A complete list of stockholders entitled to vote at the Annual Meeting
will be open for examination by any stockholder for any purpose germane to the
Annual Meeting during ordinary business hours at the Company's main office
during the ten days prior to the Annual Meeting.
You are requested to fill in and sign the enclosed form of proxy which
is solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Annual
Meeting.
By Order of the Board of Directors,
/s/ R. William Abbott
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R. William Abbott
ExecutiveMark A. Turner
--------------------------------------
Mark A. Turner
Senior Vice President, Chief Financial
Officer, Treasurer &and Secretary
March 20, 199822, 1999
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
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WSFS FINANCIAL CORPORATION
838 Market Street
Wilmington, Delaware 19801
(302) 792-6000
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 199822, 1999
This Proxy Statement and the accompanying proxy card are being
furnished to stockholders of WSFS Financial Corporation (the "Company") by the
Board of Directors in connection with the solicitation of proxies for use at the
Annual Meeting of Stockholders of the Company to be held on April 23, 1998,22, 1999, and
at any adjournments or postponements thereof (the "Annual Meeting"). This Proxy
Statement and the accompanying proxy card are first being mailed to stockholders
on or about March 20, 1998.22, 1999.
VOTING AND REVOCABILITY OF PROXIES
Proxies solicited by the Board of Directors of the Company will be
voted in accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted FOR the nominees for directors as set forth
below. The proxy confers discretionary authority on the persons named therein to
vote with respect to the election of any person as a director where the nominee
is unable to serve or for good cause will not serve, and with respect to matters
incident to the conduct of the Annual Meeting. If any other business is
presented at the Annual Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of Directors.
Proxies marked as abstentions will not be counted as votes cast. In addition,
shares held in street name which have been designated by brokers on proxy cards
as not voted will not be counted as votes cast. Proxies marked as abstentions or
as broker no votes will be treated as shares present for purposes of determining
whether a quorum is present.
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by properly executed proxies
will be voted at the Annual Meeting and any adjournments or postponements
thereof. Proxies may be revoked by written notice to the Secretary of the
Company at the address above or by the filing of a later dated proxy prior to a
vote being taken on the proposal at the Annual Meeting. A proxy will not be
voted if a stockholder attends the Annual Meeting and votes in person. The
presence of a stockholder at the Annual Meeting will not revoke such
stockholder's proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The securities entitled to vote at the Annual Meeting consist of the
Company's common stock, $.01 par value per share (the "Common Stock"). The close
of business on March 9, 199812, 1999 has been fixed as the record date for
determination of stockholders entitled to notice of and to vote at the Annual
Meeting (the "Record Date"). As of the Record Date, the Company had outstanding
12,464,47911,439,288 shares of Common Stock, the holders of which are entitled to one vote
for each share of Common Stock held except in elections of directors, in which
holders have cumulative voting rights.
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Stock Ownership of Certain Beneficial Owners
Persons and groups beneficially owning in excess of 5% of the Common
Stock are required to file certain reports with respect to such ownership
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The following table sets forth, as of the Record Date, certain
information as to those persons who have filed the reports required of persons
beneficially owning more than 5% of the Common Stock or who were known to the
Company to beneficially own more than 5% of the Company's Common Stock
outstanding at the Record Date.
Amount and Nature
of Beneficial Percent
Name Ownership (1) of Class
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John W. Rollins, Sr. (2) 1,476,643 shares 11.85%
Wellington Management Company, LLP (3) 975,900 shares 7.83%
Fidelity Management & Research Company (4) 708,500 shares 5.68%
Amount and Nature
of Beneficial Percent
Name Ownership (1) of Class
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John W. Rollins, Sr. (2) 1,012,033 shares 8.73%
Invista Capital Management (3) 965,100 shares 8.33%
Wellington Management Company, LLP (4) 824,700 shares 7.12%
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be the beneficial owner, for purposes of this table, of any shares of
Common Stock if he or she has or shares voting or investment power with
respect to such Common Stock or has a right to acquire beneficial ownership
at any time within 60 days from the Record Date. As used herein, "voting
power" is the power to vote or direct the voting of shares and "investment
power" is the power to dispose or direct the disposition of shares. Except
as otherwise noted, ownership is direct, and the named individuals and
group exercise sole voting power over the shares of the Common Stock.
(2) John W. Rollins, Sr. owns 1,186,743852,133 shares of Common Stock individually and
has sole voting and investment power with respect to these shares. The
amount shown in the table includes 130,000 shares owned by a
company which is wholly-owned by Mr. Rollins and 159,900 shares of Common Stock owned by
his wife, Michele M. Rollins, a former director of the Company, who has
sole voting and investment power with respect to the
159,900these shares. Mr. and Mrs. Rollins have entered into an agreement
with the Office of Thrift Supervision of the U.S. Department of the
Treasury ("OTS") for the purpose of rebutting the regulatory
presumption that they would be in control of the Company by virtue of
their ownership of more than 10% of the Company's outstanding stock
(the "Rebuttal Agreement"). The Rebuttal Agreement limits Mr. and Mrs.
Rollins to one representative on the Board of Directors (which
representative may not be the chairman of the board or president of the
Company) and one additional representative who may attend meetings of
the board of directors but may not vote therein or function as a
director; prohibits them from engaging in intercompany transactions
with the Company or its affiliates; limits their ability to engage in
proxy solicitations; and prevents them from attempting to influence
management policies or business operations of the Company except as
incident to their performance of their duties as a director. Under OTS
regulations, Mr. and Mrs. Rollins cannot take any of the foregoing
actions or increase their ownership above 25% without an additional
filing with the OTS. The address
of Mr. Rollins is One Rollins Plaza, Post Office Box 1026, Wilmington,
Delaware 19899.
(3) The address of Invista Capital Management is 1900 Hub Tower, 699 Walnut
Street, Des Moines, Iowa 50309.
(4) The address of Wellington Management Company, LLP is 75 State Street,
Boston Massachusetts 02109.
(4) The address of Fidelity Management and Research Company is 82
Devonshire Street,
Boston, Massachusetts 02109.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
The number of directors is currently fixed at nineten members. The Board of
Directors is divided into three classes. The members of each class are elected
for a term of three years and until their successors are elected and qualified;
provided that in the event the number of directors has been increased during the
preceding year and such new directorships have been filled by action of the
Board of Directors, the terms of those newly appointed directors expire at the
annual meeting when the class to which they have been elected expires. Each of
the current members of the Board of Directors of the Company also serves on the
Board of Directors of the Company's principal subsidiary, Wilmington Savings
Fund Society, Federal Savings Bank ("WSFS" or the "Bank"). In accordance with
the Delaware General Corporation Law, directors of the Company will be elected
by a plurality vote of the outstanding shares of Common Stock present in person
or represented by proxy at the Annual Meeting.
Pursuant to the Certificate of Incorporation, every stockholder voting
for the election of directors is entitled to cumulate his votes by multiplying
his shares times the number of directors to be elected. Each stockholder will be
entitled to cast his votes for one director or distribute his votes among any
number of the nominees being voted on at the Annual Meeting. The Board of
Directors intends to vote the proxies solicited by it equally among the three
nominees for the Board of Directors. Stockholders may not cumulate their votes
on the form of proxy solicited by the Board of Directors. In order to cumulate
votes, stockholders must attend the meeting and vote in person or make
arrangements with their own proxies. Unless otherwise specified in the proxy,
however, the right is reserved, in the sole discretion of the Board of
Directors, to distribute votes among some or all of the nominees of the Board of
Directors in a manner other than equally so as to elect as directors the maximum
possible number of such nominees.
At the Annual Meeting, three directors will be elected for terms of
three years each and until their successors have been elected and qualified. The
Board of Directors has nominated Thomas P. Preston, Marvin N. SchoenhalsCharles G. Cheleden, Joseph R. Julian and R.
Ted Weschler,Dale
E. Wolf, all of whom are currently directors, for election as directors at the
Annual Meeting. If any nominee is unable to serve, the shares represented by all
properly executed proxies will be voted for the election of such substitute as
the Board of Directors may recommend or the Board of Directors may reduce the
number of authorized directors to eliminate the vacancy.
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Directors and Nominees
The following table sets forth for each nominee and each director
continuing in office, his or her name, age (as of December 31, 1997)1998), year first
elected as a director of WSFS, year of expiration of his or her current term as
a director of the Company, his or her principal occupation for at least the last
five years and his or her directorships in other subsidiaries of the Company and
in other companies:
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Year First
Elected or Current
ElectedAppointed Term
Director to
Name Age of WSFS Expire Principal Occupation Directorship(s)
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NOMINEES FOR A TERM TO EXPIRE IN 2001
Thomas P. Preston 51 1990 1998 Partner, Duane, Morris & WSFS; Wood Royalty
Heckscher (law firm) Management Company
Marvin N. Schoenhals 50 1990 1998 Chairman of WSFS Financial WSFS, Star States Development
Corporation since 1992; President Company, WSFS Credit
and Chief Executive Officer of
Corporation, WSFS Financial 838 Investment Group, Inc.,
Corporation since November 1990 Community Credit Corporation,
Federal Home Loan Bank of
Pittsburgh
R. Ted Weschler 36 1992 1998 Since 1990, Executive Officer - WSFS, Star States Development
Quad-C, Inc., a Delaware corporation Company, Deerfield Healthcare
which commenced operations in 1990 Corporation, Collins & Aikman
and acts as the general partner Floorcoverings, Inc.
for several investment partnerships
DIRECTORS CONTINUING IN OFFICE2002
Charles G. Cheleden 5455 1990 1999 October 1992 to present: Vice WSFS, Star States Development
Chairman of WSFS Financial Company
Corporation; August 1990 to
October 1992: Chairman WSFS
Financial Corporation;
January 1990 to present:
self-employed (i) consultant to
banks and thrifts, and (ii) attorney
Joseph R. Julian 6061 1983 1999 President, WSFS, James Julian,JJID, Inc.
James Julian,JJID, Inc.
(highway construction company)
Dale E. Wolf 7374 1993 1999 Since FebruaryMarch 1998 Vice WSFS,to present: WSFS; WSFS Credit Corp.,;
Vice Chairman of WSFS Financial Harmony Products, Inc.,; Daynell
Corporation; Daynellsince International, LLC; SinceAuxein
1993, Senior International Auxein Corporation; DCV, Inc.
Consultant, MezulloMezzullo and McCandlish
(law firm); 1989-1993, Lieutenant
Governor/Governor of the State of
the State of
Delaware
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Year First Current
Elected Term
Director to
Name Age of WSFS Expire Principal Occupation Directorship(s)
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Delaware
DIRECTORS CONTINUING IN OFFICE
David E. Hollowell 5051 1997 2000 Executive Vice President, WSFS
University of Delaware
Michele M. Rollins 52 1992 2000 President, Rollins Jamaica, LTD WSFS
(real estate development holding
company)
Claibourne D. Smith 5960 1994 2000 Vice President - Technology and WSFS, Community Credit
Professional Development, E.I. Corporation
duPont de Nemours & Company,
Incorporated, (multinational
chemical and energy company)
Eugene W. Weaver 66 1998 2000 Since 1990, Vice President of WSFS, Dover Downs
Finance of John W. Rollins & Entertainment, Inc.
Associates (Investment Management
Company)
-4-
Year First
Elected or Current
Appointed Term
Director to
Name Age of WSFS Expire Principal Occupation Directorship(s)
- ---- --- ------- ------ -------------------- ---------------
NOMINEES FOR A TERM TO EXPIRE IN 2002
John F. Downey 61 1998 2001 Executive Director of the WSFS
Office of Thrift Supervision (OTS),
1989-1998
Thomas P. Preston 52 1990 2001 Partner, Duane, Morris & WSFS; Wood Royalty
Heckscher LLP (law firm) Management Company
Marvin N. Schoenhals 51 1990 2001 Chairman of WSFS Financial WSFS; Star States Development
Corporation since 1992; President Company; WSFS Credit
and Chief Executive Officer of Corporation;
WSFS Financial Corporation since 838 Investment Group, Inc.;
November 1990 Community Credit Corporation;
Federal Home Loan Bank of
Pittsburgh;
Brandywine Fund, Inc.;
Brandywine Blue Fund, Inc.
R. Ted Weschler 37 1992 2001 Since 1990, Executive Officer - WSFS; Star States Development
Quad-C, Inc., a Delaware corporation Company; Deerfield Healthcare
which acts as the general partner Corporation; Collins & Aikman
for several investment partnerships Floorcoverings, Inc.; Virginia
National Bank; Nationwide
Warehouse and Storage, LLC
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Stock Ownership of Management
The following table sets forth, as of the Record Date, the amount of
Common Stock beneficially owned by the Company's directors, by each executive
officer, including those named in the Summary Compensation Table, and by all
directors and executive officers as a group:
Amount and Nature
of Beneficial Percent
Name Ownership (1) of Class (2)
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Charles G. Cheleden (3) 24,60038,200 shares *
John F. Downey 1,200 shares *
David E. Hollowell 4,5005,500 shares *
Joseph R. Julian (4) 59,67660,176 shares *
Thomas P. Preston 1,5002,000 shares *
Michele M. Rollins (5) 1,476,643 shares 11.71%
Marvin N. Schoenhals (6) 229,622(4) 240,713 shares 1.82%2.05%
Claibourne D. Smith 8001,300 shares *
Eugene W. Weaver(5) 6,000 shares *
R. Ted Weschler 8,3118,811 shares *
Dale E. Wolf 22,140 shares *
R. William Abbott (7) 44,63122,640 shares *
Karl L. Johnston (8) 1,800 shares *
Patricia A. Muldoon (9) 36,667(6) 4,595 shares *
Joseph M. Murphy (10) 14,536(7) 20,439 shares *
Vicki L. Myoda (8) 6,346 shares *
Thomas E. Stevenson (11) 2,392(9) 7,079 shares *
Mark A. Turner (10) 12,147 shares *
Directors and executive officers
as a group (14(15 persons) 1,927,818437,146 shares 15.30%
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3.72%
* Less than 1.0%.
(1) For purposes of this table, a person is deemed to be the beneficial
owner of any shares of Common Stock over which he or she has or shares
voting or investment power or of which he or she has the right to
acquire beneficial ownership within 60 days of the Record Date. As used
herein, "voting power" is the power to vote or direct the voting of
shares and "investment power" is the power to dispose or direct the
disposition of shares. Other than as noted below, all persons shown in
the table above have sole voting and investment power, except that the
following directors and executive officers held the following numbers
of shares jointly with their respective spouses: Mr. Cheleden, 16,500
shares; Mr. Julian, 59,176 shares; Mr. Hollowell, 4,500 shares; Mr.
Julian, 59,176 shares; Mr.
Schoenhals, 11,970Johnston, 1,500 shares; and Mr. Johnston, 1,500Turner, 3,500 shares.
(2) In calculating the percentage ownership of each named individual and
the group, the number of shares outstanding is deemed to include any
shares of the Common Stock which the individual or the group has the
right to acquire within 60 days of the Record Date.
(3) The amount shown includes 18,70016,700 shares of Common Stock held in an
Individual Retirement Account ("IRA"), 2,200 shares of Common Stock
which are held in an IRA for Mr. Cheleden's wife, 800 shares held as
custodian for his children and 2,9001,800 shares of
Common Stock held as
trustee of a trust of whichby Mr. Cheleden's children, are beneficiaries.which he has Power of
Attorney.
(4) Mr. Julian is a beneficiary (but not a trustee) of a trust which
holds 117,135 shares of Common Stock not shown in this table. Mr.
Julian disclaims beneficial ownership of these shares.
(5) The amount shown includes 1,316,743 shares of Common Stock owned by
Mrs. Rollins' spouse, John W. Rollins, Sr., and by a company
wholly-owned by John W. Rollins. Mr. Rollins has sole voting and
investment power with respect to these shares.
Michele M. Rollins disclaims beneficial ownership of these shares.
(6) The amount shown includes 24,95026,200 shares of Common Stock held in Mr.
Schoenhals' account in the Company's 401(k) Plan, 98,92565,996 shares of
Common Stock that may be acquired through options granted under the
Company's Stock Option Plans, all of which were exercisable as of the
Record Date, and 5,500 shares of Common Stock held by his wife in an
Individual Retirement Account.
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(5) The amount does not include 5,970shown includes 1,000 shares of Common Stock held in an
Individual Retirement Account ("IRA") and 1,000 shares of common stock
held by Mr. Weaver's wife. Mr. Weaver disclaims beneficial ownership of
his mother.
(7) The amount shown includes 11,991wife's shares.
(6) Includes 335 shares of Common Stock held in Mr. Abbott'sJohnston's account in
the Company's 401(k) Plan.
(8) The amount shown includesPlan and 300 shares owned by Mr. Johnston's son.
(9) The amount shownalso includes 6,6672,460 shares of Common Stock that may be
acquired through the exercise of options granted under Stock Option
Plans, all of which are exercisable as of the record date.
(7) Includes 12,339 shares of Common Stock held in Mr. Murphy's account in
the Company's 401(k) Plan. Also includes 8,100 shares of Common Stock
that may be acquired through the exercise of options granted under the
Stock Option Plans, all of which are exercisable as of the Record Date.
(8) Includes 2,486 shares of Common Stock held in Ms. Muldoon'sMyoda's account in
the Company's 401(k) Plan and 3,860 shares of Common Stock that may be
acquired through the exercise of options granted under the Stock Option
Plans, all of which are exercisable as of the Record Date.
(9) Includes 879 shares of Common Stock held in Mr. Stevenson's account in
the Company's 401(k) Plan. The amount alsoAlso includes 30,0006,200 shares of Common Stock
that may be acquired through the exercise of options granted under the
Stock Option Plans, all of which are exercisable as of the Record Date.
(10) Includes 11,2561,287 shares of Common Stock held in Mr. Murphy'sTurner's account in
the Company's 401(k) Plan. The amount also includes 3,200 shares of
Common Stock that may be acquired through the exercise of options
granted under the Stock Option Plans, all of which are exercisable as
of the Record Date.
(11) Includes 52 shares of Common Stock held in Mr. Stevenson's account in
the Company's 401(k) Plan. The amount also includes 2,340Plan and 4,860 shares of Common Stock that may be
acquired through the exercise of options granted under the Stock Option
Plans, all of which are exercisable as of the Record Date.
Meetings and Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the
Board and of its committees. During the year ended December 31, 1997,1998, the Board
of Directors held 12 meetings. No directors other than Mr. Julian and Mrs. Rollins attended fewer than 75% of the total
aggregate meetings of the Board of Directors and committees on which such Board
member served during this period.
A list of the Committees of the Board of Directors and a general
description of their respective duties follows:
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Executive Committee. The Executive Committee generally meets one time
each month and as needed, and exercises the powers of the Board of Directors
between meetings of the Board. The Executive Committee is presently composed of
Marvin N. Schoenhals, Chairman, Charles G. Cheleden, Thomas P. Preston, Michele
M. RollinsEugene
W. Weaver and R. Ted Weschler. The Executive Committee met 1112 times during 1997.1998.
Audit Committee. The Audit Committee is composed of directors who are
not officers of the Company and oversees the audit program of the Company and
subsidiaries. This Committee reviews the examination reports of federal
regulatory agencies as well as reports of the internal auditors and independent
auditors. The Committee meets with the head of the Audit Department and
representatives of the Company's independent auditors, with and without
representatives of management present, to review accounting and auditing
matters, including an annual review of risk analysis and the associated audit
plan. The appointment of the independent auditors is made by the Board of
Directors upon the recommendation of the Audit Committee. Present members of the
Committee are Thomas P. Preston, Chairman, David E. Hollowell, Joseph R. Julian
and ClaibourneClairbourne D. Smith. The Audit Committee meets at least quarterly and met
four times during fiscal year 1997.1998.
Nominating Committee. The Nominating Committee consists of the entire
Board of Directors and considers candidates for nomination for election as
directors. The Nominating Committee will consider nominees recommended by
stockholders in accordance with the procedures set forth in the Bylaws of the
Company. The Committee did not meet during 1997.1998.
-7-
Personnel and Compensation Committee. The Personnel and Compensation
Committee is composed of directors who are not officers of the Company. The
Personnel and Compensation Committee reviews and recommends for approval of the
Board of Directors the compensation and benefits of the executive officers,
broad guidelines for the salary and benefits administration for other officers
and employees, and the compensation of directors. In addition, the Personnel
Committee is responsible for the administration of the Stock Option Plans and
the executive incentive plans, including recommendations to the Board of
Directors for awards under such plans. Present members of the Personnel
Committee are Dale E. Wolf, Chairman, Charles G. Cheleden, David E. Hollowell,
Joseph R. Julian, Eugene W. Weaver and R. Ted Weschler. The Committee met threetwo
times during 1997.1998.
Directors' Compensation
During 19971998 each non-employee director received an annual retainer of
$5,000. Each director also received $600 for each Board meeting attended.$9,000 and 500 shares of the Company's common stock. Chairpersons of board
committees or subsidiary boards received an additional $1,000 annual retainer
and each member of a committee or subsidiary board received $400 for each
meeting attended. As Vice Chairman of the Company, Mr. Cheleden received aan
additional fee of $1,650 per month from January 1997 through June 1997$10,000 for 1998 and $1,400 per month from July 1997 through December 1997will receive an additional $5,000 for
1999 to compensate him for his continuing advice and service to the Company. BeginningMr.
Wolf earned an additional fee of $12,000 in 1998 as part of their annual retainer, Board members now
receive 500 shares ofcompensation for services
provided to the Company's common stock each year, as well as $9,000 in
cash. Attendance fees for Board members have been eliminated. Committee fees,
including chairperson retainers, remain the same as in 1997.
7
Company related to marketing campaigns.
Mr. Schoenhals as Chairman, President and Chief Executive Officer does
not receive director fees.
Executive Officers
Marvin N. Schoenhals, age 50,51, has served as President and Chief
Executive Officer of the Company since November 1990 and was elected Chairman in
October 1992. Prior to joining the Company, Mr. Schoenhals was President and
Chief Executive Officer of Peoples Savings Bank of Monroe, Michigan from April
1988 until January 1990. From April 1987 until October 1987, Mr. Schoenhals was
President and Chief Executive Officer of Sterling Savings Bank, Southfield,
Michigan. Prior to that, Mr. Schoenhals held various management positions at Old
Kent Financial Corporation, a bank holding company located in Grand Rapids,
Michigan from 1974 to 1987. In February 1997, Mr. Schoenhals was elected to the Board of Directors
of the Federal Home Loan Bank of Pittsburgh.
R. William Abbott, age 57, has served as Executive Vice President,
Chief Financial Officer, TreasurerPittsburgh in 1997 and Secretary since April 1993. Prior to joining the Company, Mr. Abbott was Senior Vice President at Transohio Federal
Savings BankBoards of
Directors of Brandywine Fund, Inc. and Brandywine Blue Fund, Inc. in Cleveland, Ohio from 1992 until March 1993. During 1990 and
1991, Mr. Abbott was a financial consultant for banks and thrifts. Mr. Abbott
served as Executive Vice President and Chief Financial Officer for Broadview
Federal Savings Bank from November 1984 until May 1990 when it was merged into
Charter One Savings Bank, Cleveland, Ohio. Mr. Abbott also serves as a Director
of Star States Development Company and WSFS Credit Corporation.December,
1998.
Karl L. Johnston, age 49,50, joined the Bank as Executive Vice President,
Chief Lending Officer in May 1997. Mr. Johnston has over 27 years of banking
experience in the Bank's local market area. Prior to joining the Bank, Mr.
Johnston spent his entire 27 year banking career at the Delaware Trust Company (which
recently became CoreStates Bank as a result of a 1996 merger and ultimately
First Union as a result of a 1998 merger). With CoreStates, he was a Senior Vice
President responsible for middle market business relationships for the state of
Delaware, Delaware County, Pennsylvania and northern Maryland and Virginia.
Previous to the merger with CoreStates, he was Executive Vice President and
Commercial Banking Group executive for Delaware Trust.
Patricia A. Muldoon, age 58, has served as Senior and Executive Vice
President in the Commercial Services Division since March 1, 1995. From
September 1992 until February 1995, Ms. Muldoon served as Senior Vice President
of the Special Asset Management Group and the Commercial Services Division of
the Company. Ms. Muldoon joined the Company in January 1991 as Senior Vice
President of the Special Asset Management Group. Prior to assuming this
responsibility, Ms. Muldoon provided consulting services to financial
institutions for problem loans. Ms. Muldoon was employed by Equimark
Corporation, a bank holding company headquartered in Pittsburgh, Pennsylvania,
from March 1985 to May 1990, most recently holding the position of Executive
Vice President, Manager of Corporate Assets (Problem Loans).
-8-
Joseph M. Murphy, age 55,56, joined the Bank as Executive Vice President,
Retail Banking in December 1996. Mr. Murphy has over 20 years of experience in
retail banking. Prior to joining WSFS, Mr. Murphy had been a Regional President
of Centerbank, a Waterbury, Connecticut savings bank, since 1995, after having
served as the Chairman and President of Center Capital Corp., Avon, Connecticut,
an equipment leasing subsidiary of Centerbank, since 1990. Mr. Murphy also
serves as presidentPresident of Community Credit CorporationCorp.
Vicki L. Myoda, age 41, joined the Bank as Managing Vice President and
an OfficerDirector, Human Resources in July 1994 and was promoted in February 1998 to
Senior Vice President of 838
Investment Group,Human Resources. Ms. Myoda has twenty years experience
in human resources in banking and the chemical industry. Prior to joining WSFS,
Ms. Myoda was Manager, HR Planning & Development for the North American
operations of Himont USA, Inc. (now Montell USA, Inc.)
Thomas E. Stevenson, age 45,46, has served as Executive Vice President,
Chief Information Officer of the Bank since October 1996. Mr. Stevenson has
worked in the field of banking and technology for over 20 years, mostyears. Most recently,
Mr. Stevenson had worked with Electronic Payment Services, Inc., a provider of
electronic funds transfer services, where he had served as Quality Assurance
Manager since 1994 and as Vice President of Operations for one of its
predecessors from 1990 to 1994.
Mark A. Turner, age 36, has served as Senior Vice President and Chief
Financial Officer since May 1998. Mr. Turner joined the Bank in August 1996 as
Managing Vice President and Controller. Prior to joining WSFS, Mr. Turner had
been Vice President, Finance for the Capital Markets Division and Vice President
for Corporate Development for Meridian Bancorp in Reading, Pennsylvania from
March 1994 to August 1996. Prior to that, Mr. Turner was a Senior Audit Manager
with KPMG LLP in Philadelphia, Pennsylvania.
-9-
Personnel and Compensation Committee Report on Executive Compensation
Overview and Philosophy. The Company's executive compensation program
is administered by the Personnel and Compensation Committee (the "Personnel
Committee") of the Board of Directors. The Committee's responsibilities include
reviewing and making recommendations to the Board of Directors regarding
compensation of the Chief Executive Officer and reviewing and approving the
compensation paid to other executive officers of the Company listed in the
"Summary Compensation Table" that follows this report (the "Named Executive
Officers"). The committeeCommittee also administers stock option and incentive plans and
assuresadministers compliance with Rule 16b-3 of the Exchange Act.
The objective of the compensation program is to establish levels of
compensation sufficient to attract and retain highly qualified and motivated
executives. The program also seeks to align the interests of the Company's
executive management with those of stockholders through the use of both
incentive based compensation for specific performance based criteria and stock
based compensation for long-term stockholder value.
Compensation Program Elements. The Company's executive compensation
program consists of base salaries, a short-term cash incentive plan, a stock
option plan and miscellaneous other fringe benefits.
Base Salary. Base salary levels are determined by the
Committee with reference to corporate and individual performance in
relation to strategic goals established each year, competitive market
trends and special circumstances particular to the Company's staffing
needs. In determining base salaries, the committee refers to data
obtained from nationally recognized compensation surveys as well as
information from similar sized banks and thrifts in the Mid-Atlantic
region.
Short-Term Incentive Plan. In 1994, the Personnel Committee of
the Board of Directors approved a Management Incentive Plan (MIP)
designed to reward the accomplishment of specific annual financial
objectives. These objectives for 19971998 were profitability,
capitalization and reductions in nonperforming asset levels. Plan
participants include members of management as designated from
time-to-time by the Committee. A "bonus pool" is established under the
MIP each year. The pool size is generally considered to equal 20% of
the growth in pretax earnings. Final determination of the "bonus pool,"
is subject to adjustment by the Committee based upon the nature and the
quality of pretax earnings.
Individual awards are earned for successfully completing
agreed-upon objectives as well as the individual's contribution to the
Company's financial performance. All of the "Named Executive Officers"
(including the CEO) are eligible to receive such awards. Total awards
accrued under the MIP in 19971998 were approximately $1,100,000.$190,000. Such awards,
however, may not be paid unless the levels of nonperforming assets are
2% or less of total consolidated assets. All awards under the MIP are
paid in cash and have beenwere paid since nonperforming asset levels were less
than 2% of total assets at December 31, 1997.1998.
-10-
Stock Options and SARs. As a performance incentive and to encourage
ownership of the Common Stock and further align the interests of management and
stockholders, the Committee has issued stock options and stock appreciation
rights (SARs) under the 1986 and 1997 Stock Option Plans ("Stock Option Plans").
The 1986 Stock Option Plan expired in November 1996. The Committee issued 78,70085,400
stock options in 19971998 under the 1997 Stock Option Plan. The Committee
periodically reviews and awards stock options and/or SARs to management based on
factors it deems important; however, the Committee does not intend to issue
awards on an annual basis.
Compensation of the Chief Executive Officer. For fiscal year 1997,1998, Mr.
Schoenhals earned $260,400 in base salary. Mr. Schoenhals' base salary has been
set at that level for the past fourfive fiscal years reflecting the desire of the
Personnel Committee and Mr. Schoenhals to base a greater portion of his
compensation on awards under the Company's performance-based incentive programs.
In this regard, Mr. Schoenhals earned a $202,000 bonus$37,000 for fiscal year 19971998 under the MIP
which bonus was paid after the end of the fiscal year. As described above, the
size of the MIP bonus pool is generally set as a percentage of the Company's
growth in pre-tax earnings during the year. The bonus awarded to Mr. Schoenhals
under the MIP reflects the Company's achievement of specific financial goals for
the 19971998 fiscal year as well as the Personnel Committee's assessment of Mr.
Schoenhals' contribution to the achievement of those goals. Factors considered
by the Personnel Committee in assessing Mr. Schoenhals' contribution included
his leadership role in formulating and executing the Company's business
strategy. In addition to the foregoing cash compensation, Mr. Schoenhals was
awarded options to purchase 16,60015,300 shares of the Common Stock under the 1997
Stock Option Plan, representing 21.1%17.4% of the options granted to employees during
the year. The foregoing options vest and become exercisable at the rate of 20%
per annum beginning one year after the date of grant. The Personnel Committee
believes that the grant of options will, among other things, create additional
incentive to create long-term value for stockholders.
Compensation Committee Interlock and Insider Participation. During fiscal year
1997,1998, no members of the Personnel Committee were considered insiders nor were
there any interlocking relationships or relationships with the Company other
than as disclosed in the "Directors' Compensation" and "Business Relationships
and Related Transactions" sectionsections of this Proxy Statement.
Dale E. Wolf, Chairman
Charles G. Cheleden
David E. Hollowell
R. Ted Weschler
Joseph R. Julian
R. Ted WeschlerEugene W. Weaver
(Members of the Personnel and
Compensation Committee)
-11-
COMPARATIVE STOCK PERFORMANCE GRAPH
The graph and table which follow show the cumulative total return on
the common stock of the Company over the last five years compared with the
cumulative total return of the Dow Jones Equity MarketSavings & Loan Associations Index and
the Dow Jones Savings & Loan AssociationsEquity Market Index over the same period. Cumulative total return
on the stock or the index equals the total increase in value since December 31,
1992,1993, assuming reinvestment of all dividends paid into the stock or the index,
respectively. The graph and table were prepared assuming that $100 was invested
on December 31, 19921993 in the Common Stock of the Company and in each of the
indexes.
CUMULATIVE TOTAL SHAREHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES
December 31, 19921993 through December 31, 1997
800 |-------------------------------------------------------------------------1998
600 |------------------------------------------------------------------|
| |
| |
550 |------------------------------------------------------------------|
D | # |
| 700 |-------------------------------------------------------------------------# |
O 400 |------------------------------------------------------------------|
| |
L | & |
300 |------------------------------------------------------------------|
L | *& |
| # # * |
| |
600 |-------------------------------------------------------------------------|
| |
| |
| |
500 |-------------------------------------------------------------------------|
| |
| |
| |
400 |-------------------------------------------------------------------------|
| A 200 |------------------------------------------------------------------|
| *& |
| + |
300 |-------------------------------------------*-----------------------------|
| |
| @ |
| |
200 |-------------------------------------------------------------------------|
| @+ |
| @+ |R | * |
| * |
| @ @& |
100 |*@+-------------+--------------------------------------------------------|#*&---------------------------------------------------------------|
S | + |
|#& |
| |
0 |-------------------------------------------------------------------------|
1992------------------------------------------------------------------
1993 1994 1995 1996 1997
- ---------------------------------------------------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
- ---------------------------------------------------------------------------------------------------------------
WSFS Financial Corporation * $100 $140 $121 $300 $340 $667
Dow Jones Equity Market Index @ 100 110 111 153 189 252
Dow Jones Savings & Loan Associations Index + 100 104 91 151 188 329
- ---------------------------------------------------------------------------------------------------------------
1998
- -------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
- -------------------------------------------------------------------------------
WSFS Financial Corporation # $100 $87 $215 $243 $478 $403
- -------------------------------------------------------------------------------
Dow Jones Equity Market Index * 100 101 139 171 229 294
- -------------------------------------------------------------------------------
Dow Jones Savings & Loan & 100 87 144 180 314 296
Associations Index
- -------------------------------------------------------------------------------
-12-
SUMMARY COMPENSATION TABLE
The following table sets forth the cash and noncash compensation for
the years ended December 31, 1998, 1997 1996 and 19951996 for the Company's Chief
Executive Officer and the four other most highly compensated executive officers
of the Company whose salary and bonus earned in 19971998 exceeded $100,000 (herein
referred to as "Named Executive Officers").
Long-Term
Compensation
Awards
Annual Compensation ------
------------------------------------------------------
----------------------------------------------- Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary Bonus(1) Compensation(2) Options/SARs(3) Compensation(4)
- ------------------ ---- ------ -------- --------------- --------------- ---------------
Marvin N. Schoenhals 19971998 $260,400 $202,000$37,000 $ -- 16,600 $ 12,14615,300 $21,338
Chairman of the Board, 1997 260,400 202,000 -- 16,600 12,146
President and Chief 1996 260,400 362,000 -- 32,600 9,632
President and Chief 1995 260,400 251,000 -- -- 16,166
Executive Officer
R. William Abbott 1997 141,168 96,000Karl L. Johnston (5) 1998 159,385 16,000 -- 6,800 11,2407,100 7,081
Executive Vice President, 1996 141,168 141,0001997 89,693 50,000 -- 13,200 8,57212,300 -
Chief FinancialLending Officer 1995 140,707 91,000 -- -- 14,568
Treasurer and Secretary
Patricia A. Muldoon 1997 131,300 62,000 -- 5,000 10,286
Senior Vice President, 1996 131,083 124,000 -- -- 8,108
Commercial Services 1995 129,183 94,000 -- -- 13,757
Joseph M. Murphy (5) 1998 160,000 16,000 -- 7,100 11,200
Executive Vice President, 1997 160,000 75,000 -- 7,700 --
Executive Vice President,Retail Banking 1996 6,667 20,000 -- 16,400 --
Retail Banking
Thomas E. Stevenson (5) 1998 125,000 20,000 -- 11,000 11,200
Executive Vice President, 1997 125,000 86,000 -- 7,600 1,689
Executive Vice President,Chief Information Officer 1996 28,205 20,000 -- 11,700 --
Mark A. Turner (5) 1998 103,530 20,000 -- 9,800 10,117
Senior Vice President, 1997 83,125 41,000 -- 2,900 2,525
Chief InformationFinancial Officer, 1996 32,089 21,000 -- 7,700 --
Treasurer and Secretary
(1) For each fiscal year, includes bonuses earned but not paid until the
following fiscal year under the Company's Short-TermManagement Incentive Plan (MIP).
(2) Does not include certain perquisites and other personal benefits the value
of which did not exceed the lesser of $50,000 or 10% of salary for any
Named Executive Officer.
(3) Represents Stock Options granted under the Company's 1986 and 1997 Stock
Option Plans.
(4) The amounts included in All Other Compensation in 19971998 include
contributions by the Company to the 401(k) Plan in the amounts of $11,482, $11,240$11,200,
$7,081, $11,200, $11,200 and $1,689$10,117 for Messrs. Schoenhals, Abbott,Johnston,
Murphy, Stevenson respectively, and $10,286 for Ms. Muldoon.Turner, respectively. Other amounts includeconsist of life
insurance payments.
(5) Messrs. Johnston, Murphy, Stevenson and StevensonTurner were hired in May 1997,
December 1996, October 1996 and OctoberAugust 1996, respectively.
-13-
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information concerning the grant of stock
options under the Company's 1997 Stock Option Plan to the Chief Executive
Officer and each of the other Named Executive Officers during 1997.1998. No SARs were
granted during 1997.1998.
Potential Realizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted to Exercise for Option Term (3)
Options Employees in or Base Expiration -----------------------------------------
Name Granted (1) Fiscal Year Price (2) Date 5% 10%
- ---- ----------- ----------- --------- ---- ---- ------- ---
Marvin N. Schoenhals 16,600 21.1% $18.81 9/25/07 $196,370 $497,640
R. William Abbott 6,800 8.6 18.81 9/25/07 80,441 203,852
Patricia A. Muldoon 5,000 6.4 17.75 10/24/07 55,814 141,44515,300 17.4% $17.50 11/18/08 $168,387 $426,725
Karl L. Johnston 7,100 8.1 17.50 11/18/08 78,140 198,023
Joseph M. Murphy 7,700 9.8 18.81 9/25/07 91,087 230,8337,100 8.1 17.50 11/18/08 78,140 198,023
Thomas E. Stevenson 7,600 9.7 18.81 9/25/07 89,904 227,83511,000 12.5 17.50 11/18/08 121,062 306,795
Mark A. Turner 9,800 11.1 17.50 11/18/08 107,855 273,327
(1) Options granted are exercisable one year from grant date, vest in 20% per
annum increments and expire ten years from the grant date. To the extent
not already exercisable, the options generally become immediately
exercisable in the event of a change in control of the Company, generally
defined as the acquisition of beneficial ownership of 25% or more of the
Company's voting securities by any person or group of persons.
(2) In each case, the exercise or base price was equivalent to the fair market
value of the Common Stock on the date of grant.
(3) The potential realizable dollar value of a grant consists of the product
of: (a) the difference between (i) the product of the per share market
price at the time of grant and the sum of 1 plus the adjusted stock price
appreciation rate (the assumed rate of appreciation compounded annually
over the term of the option) and (ii) the per share exercise price of the
option; and (b) the number of securities underlying the grant at fiscal
year-end.
-14-
OPTION/SAR EXERCISES AND YEAR-END OPTION/SAR VALUE
The following table sets forth information concerning the exercise of
options and SARs by the Chief Executive Officer and the other Named Executive
Officers during the last fiscal year, as well as the value of such options and
SARs held by such persons at the end of the fiscal year.
Value of Securities
Number of Securities Underlying Unexercised
Underlying Unexercised In-the Money
Shares Options/SARs at Fiscal Year End Options/SARs at Fiscal Year End (2)
Acquired on Value ------------------------------- -----------------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------ ----------- ------------- ----------- -------------
Marvin N. Schoenhals 51,417 $832,804 231,203 42,680 $4,129,436 $295,159
R. William Abbott 34,640 488,925 -- 25,360 -- 251,606
Patricia A. Muldoon86,278 $1,543,722 154,765 48,140 $2,158,360 $145,429
Karl L. Johnston -- -- 37,500 5,000 663,250 11,2502,460 16,940 10,148 40,590
Joseph M. Murphy -- -- 3,280 20,820 32,800 140,3638,100 23,100 45,100 67,650
Thomas E. Stevenson -- -- 2,340 16,960 24,710 107,8866,200 24,100 34,796 52,194
Mark A. Turner -- -- 4,860 15,540 34,822 25,428
(1) Based on the closing price per share as reported for the Common Stock on
the Nasdaq National Market on the date of exercise less the exercise/base
price.
(2) Based on the closing price of $20.00$16.88 per share as reported for the Common
Stock on the Nasdaq National Market on December 31, 19971998 less the
exercise/base price. Options and SARs are considered in-the-money if the
market value of the underlying securities exceeds their exercise or base
prices, respectively.
-15-
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company hadoriginally entered into an employment agreement
with Mr. Schoenhals for a period of thirty-six months, beginning May 1, 1993. In
1995 the term of this agreement was extended to August 1, 1998 and in April 1997
the term was extended to May 1, 2000. The agreement provides for the employment
of Mr. Schoenhals as Chairman, President and Chief Executive Officer at a
current base salary of $260,400, as maintained, increased or decreased from
time-to-time by the Board. The employment agreement further provides for
participation by Mr. Schoenhals in incentive compensation and other employee
benefit plans maintained by the Company. In the event of Mr. Schoenhals'
involuntary termination of employment in connection with, or within one year
after, any change in control of the Bank or the Company, other than for "just
cause," he will be paid within 10 days of such termination an amount equal to
2.99 times his annual salary at the rate in effect immediately prior to
termination provided that the aggregate amount payable under the agreement may
not equal or exceed the difference between (i) 2.99 times his "base amount," as
defined in Section 280G(b)(3) of the Internal Revenue Code of 1986 (the "Code"),
and (ii) the sum of any other parachute payments, as defined under Section
280G(b)(2) of the Code, that Mr. Schoenhals receives on account of a change in
control. "Control" generally refers to the acquisition, by any person or entity,
of the ownership or power to vote more than 25% of the Bank's or Company's
voting stock, the control of the election of a majority of the Bank's or the
Company's directors or the exercise of a controlling influence over the
management or policies of the Bank or the Company. In addition, under the
employment agreement, a change in control occurs when, during any consecutive
two-year period, directors of the Company or the Bank at the beginning of such
period cease to constitute two-thirds of the Board of Directors of the Company
or the Bank, unless the election of replacement directors was approved by
two-thirds vote of the initial directors then in office. The employment
agreement also provides for a similar lump sum payment to be made in the event
of Mr. Schoenhals' voluntary termination of employment within 30 days of a
change in control or one year following a change in control if certain events
have occurred, which have not been consented to in writing by Mr. Schoenhals,
including (i) Mr. Schoenhals being requested to move his personal residence or
perform his principal executive functions more than 35 miles from his current
primary office, (ii) a reduction in his compensation and benefits as then in
effect, (iii) the assignment of duties and responsibilities to Mr. Schoenhals
which are other than those normally associated with his position with the
Company and the Bank, (iv) a material decrease in his authority and
responsibility, or (v) failing to re-elect him to the Company's or the Bank's
Board of Directors. The maximum aggregate payments that would be made to Mr.
Schoenhals assuming his termination of employment under the foregoing
circumstances at December 31, 19971998 would have been approximately $779,000
without regard to the limitations imposed by Section 280G of the Code.
WSFS also has entered into severance agreements with Messrs. R. William
Abbott,
Karl L. Johnston, and Joseph M. Murphy, which provide for severance benefits of
one-times base salary to be paid in lump sums to the executives in the event of
termination without cause. The amounts payable to the executives under these
agreements if they had been terminated without cause during fiscal year 19971998
would have been approximately $141,000, $160,000 and $160,000,
respectively.each. Furthermore, in the event of a
change in control, that results in
the loss of job or a significant change in responsibilities, the agreements of Messrs.Mr. Johnston and Mr. Murphy provide for
the guaranteed payout of two times their base salariessalary at the time, to the extent
the benefits of acceleration of vesting of stock options granted them on their starting
with the Company do not equal two times their base salary. In each case this
would result in a maximum benefit of $320,000, based on current salaries. An
agreement with Mr. Thomas E. Stevenson provides for salary continuation of his salary
(currently $125,000 per year) for a period of 18 months following a change in
control leading to the elimination of his position or a significant change
in responsibilities.
-16-
BUSINESS RELATIONSHIPS AND RELATED TRANSACTIONS
Thomas P. Preston a director of the Company, is a partner with the Wilmington, Delaware
office of the law firm of Duane, Morris & Heckscher.Heckscher LLP. The law firm
represented the Company and its affiliates in certain matters during fiscal year
19971998 and expects to continue such representation in fiscal year 1998.
On January 31, 1997,1999.
During 1998, the Company repurchased 385,40911,600 shares of theits
Common Stock from Quad-C, Inc. for $11.125 per share for a total consideration of approximately $4.3 million. The price paid by the Company represented a
discount in an amount commensurate with the discount expected for the sale of a
sizable block of shares to the average of the bid and asked price for the Common
Stock on the day as quoted on NASDAQ. Prior to such purchase, Quad-C, Inc. had
been$147,000 from John Rollins, who is the
beneficial owner of more than 5% of the Common Stock. In addition, Mr.
R. Ted Weschler,Also, the Company
repurchased 110,000 shares of its Common Stock for a total consideration of $1.9
million from Rollins Jamaica Ltd., a land development company of which John
Rollins is the owner and of which Eugene W. Weaver, a current director of the
Company, serves asis an executive officerofficer. The purchase prices in each case were based
upon the bid and asked prices for the Company's Common Stock as quoted on the
Nasdaq National Market at the time of Quad-C, Inc. and holds a 15% ownership position in Quad-C, Inc.the purchases.
Certain directors and executive officers of the Company and
their associates were customers of and had transactions with the Company and the
Bank in the ordinary course of business during fiscal year 1997.1998. Similar
transactions may be expected to take place with the Company and the Bank in the
future. Loans and commitments included in such transactions were made on
substantially the same terms, including interest rate and collateral, as those
prevailing at the time for comparable transactions with other persons and did
not involve more than the normal risk of collectibility, nor did such loans
present other unfavorable features.
-17-
INDEPENDENT AUDITORS
The Board of Directors of the Company expects to appoint KPMG
Peat
Marwick LLP as independent auditors of the Company for the year ended December 31, 1998.1999.
KPMG Peat Marwick LLP has served as the Company's independent auditors since 1994. A
representative of KPMG Peat Marwick LLP is expected to be present at the Annual Meeting to
respond to appropriate questions and will have the opportunity to make a
statement if the representative desiresthey desire to do so.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to regulations promulgated under the Exchange Act,
the Company's officers and directors and all persons who beneficially own more
than ten percent of the Common Stock ("Reporting Persons") are required to file
reports detailing their ownership and changes of ownership in the Common Stock
and to furnish the Company with copies of all such ownership reports that are
filed. Based solely on the Company's review of the copies of such ownership
reports which it has received in the past fiscal year or with respect to the
past fiscal year, or written representations from the Reporting Persons that no
annual reportsreport of changes in beneficial ownership were required, the Company
believes that during fiscal year 19971998 and prior fiscal years all Reporting
Persons have complied with these reporting requirements with the exception of
the late filing of a Form 3 for Mr. Johnston.requirements.
ADVANCE NOTICE OF CERTAIN MATTERS
TO BE CONDUCTED AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure
for certain business, or nominations to the Board of Directors, to be brought
before the Annual Meeting. In order for a stockholder to properly bring business
before the Annual Meeting or to propose a nominee to the Board of Directors, the
stockholder must give written notice to the Secretary of the Company not less
than thirty days before the time originally fixed for such meeting; provided,
however, that in the event that less than forty days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received no later than the close of
business on the tenth day following the day on which such notice of the date of
the Annual Meeting was mailed or such public disclosure was made. The notice
must include the stockholder's name and address as they appear on the records of
the Company and number of shares beneficially owned by the stockholder and
describe briefly the proposed business, the reasons for bringing the business
before the Annual Meeting and any material interest of the stockholder in the
proposed business. In the case of nominations to the Board of Directors, certain
information regarding the nominee must also be provided.
STOCKHOLDER PROPOSALS FOR 19992000 ANNUAL MEETING
It is anticipated that the proxy statement and form of proxy
for the 19992000 Annual Meeting of Stockholders will be mailed during March of 1999.2000.
Stockholder proposals intended to be presented at the 19992000 annual meeting of
stockholders of WSFS Financial Corporation must be received by November 20, 199822,
1999, to be considered for inclusion in the proxy statement and form of proxy
relating to such meeting and should be addressed to the Secretary at the
Company's principal office.
-18-
ADDITIONAL INFORMATION
No matters other than those set forth in the Notice of Meeting
accompanying this Proxy Statement are expected to be presented to stockholders
for action at the Annual Meeting other than matters incident to the conduct of
the Annual Meeting. However, if other matters are presented which are proper
subject for action by stockholders and which may properly come before the
meeting, it is the intention of those named in the accompanying proxy to vote
such proxy in accordance with the determination made byof a majority of the Board of
Directors upon such matters.
MISCELLANEOUS
The expenses of the solicitation of the proxies, including the
cost of preparing and distributing the proxy materials, the handling and
tabulation of proxies received and charges of brokerage houses and other
institutions, nominees or fiduciaries in forwarding such documents to beneficial
owners, will be paid by the Company. In addition to the mailing of the proxy
materials, solicitation may be made in person or by telephone, telegraph or
other modes of electronic communication by the Company or its employees. The
Company's directors, management and employees will receive no compensation for
their proxy solicitation services other than their regular salaries and
overtime, if applicable, but may be reimbursed for out-of-pocket expenses.
ANNUAL REPORT AND FINANCIAL STATEMENTS
The Company's Annual Report for the fiscal year ended December
31, 1997,1998, including financial statements prepared in conformity with generally
accepted accounting principles, accompanies this Proxy Statement. Such Annual
Report is not part of the proxy solicitation materials. A copy of the Company's
Annual Report on Form 10-K for the Fiscal Year Ended December 31, 19971998 (without
exhibits) will be furnished without charge to stockholders as of the Record Date
upon written request to: InvestorInvestors Relations Department, WSFS Financial
Corporation, 838 Market Street, Wilmington, Delaware, 19801.
-19-
This Proxy is Solicited on Behalf of the Board of Directors of
WSFS FINANCIAL CORPORATION
for the
19981999 Annual Meeting of Stockholders
REVOCABLE PROXY
The undersigned hereby appoints Marvin N. Schoenhals and R. William Abbott,Mark
A. Turner, or either of them, with full power of substitution, to act as
attorneys and proxies for the undersigned and to vote all shares of Common Stock
of WSFS Financial Corporation, which the undersigned is entitled to vote, at the
Annual Meeting of Stockholders to be held on April 23, 199822, 1999 at 4:00 p.m., or at
any adjournments thereof, as follows:
THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
WSFS FINANCIAL CORPORATION
April 23, 1998
| Please Detach and Mail in the Envelope Provided |/x/ Please mark your
A / X /
votes as in this
example.
The Board of Directors recommends a vote FOR all nominees listed below.
WITHHOLD The proxy is revocable and, when properly
AUTHORITY executed will be voted in the manner directed
to vote for all hereby by the undersigned. If no directions
FOR nominees listed at right Nominees: are made, this proxy will be voted FOR each
1. Election of / / / / Thomas P. Preston of the nominees. The undersigned, by
Directors Marvin N. Schoenhals executing and delivering this proxy, revokes
(To withhold authority to vote for any individual R. Ted Weschler the authority given with respect to any
nominee write the nominee's name on the line each for three year terms earlier dated proxy submitted by the
provided below) expiring 2001. undersigned.
- ------------------------------------------------- Unless contrary direction is given, the right
is reserved in the sole discretion of the
Board of Directors to distribute votes among
some or all of the above nominees in a manner
other than equally so as to elect as
directors the maximum possible number of such
nominees.
In their discretion the proxies are
authorized to vote upon such other business
as may properly come before the Annual
Meeting.
The undersigned acknowledges receipt of the
Notice of Annual Meeting of Stockholders and
of a Proxy Statement of WSFS Financial
Corporation.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
SIGNATURE(S)___________________________________________________________________________________________Date_________________________
Note: Please sign exactly as name appears hereon. If signing as attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which you are acting. Proxies executed by corporationWITHHOLD AUTHORITY
to vote for all
FOR nominees listed below Nominees:
1. Election of / / / / Charles G. Cheleden
Directors: Joseph R. Julian
Dale E. Wolf
(To withhold authority to vote any individual nominee write the nominee's name
on the line provided below).
- ---------------------------------------
The proxy is revocable and, when properly executed will be voted in the
manner directed hereby by the undersigned. If no directions are made, this
proxy will be voted FOR each of the nominees. The undersigned, by
executing and delivering this proxy, revokes the authority given with
respect to any earlier dated proxy submitted by the undersigned.
Unless contrary direction is given, the right is reserved in the sole
discretion of the Board of Directors to distribute votes among some or all
of the above nominees in a manner other than equally so as to elect as
directors the maximum possible number of such nominees.
In their discretion the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and of a Proxy Statement of WSFS Financial Corporation.
Please sign exactly as name appears hereon. If signing as
attorney, executor, administrator, trustee or guardian, please
indicate the capacity in which you are acting. Proxies
executed by corporations should be signed by a duly authorized
officer.
SIGNATURE(S) _______________________________________ Date ____________________
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.