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 (AMENDMENT NO. ___)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X]Preliminary Proxy Statement [ ]Confidential, for Use of the
[ ]Definitive Proxy Statement Commission Only (as permitted
[ ]Definitive Additional Materials by Rule 14a-6(e)(2))
[ ]Soliciting Material Under Rule 14a-12
WHG Bancshares Corporation
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(Name of Registrant as Specified in Its Charter)
Gary R. Dowell
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box): No fee required.
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
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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
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Gary R. Dowell
1720 Content Lane
Reisterstown, Maryland 21136
December __, 2001
To My Fellow Shareholders of WHG Bancshares Corporation:
My name is Gary Dowell and I am writing to solicit your vote for the
election of my slate of nominees for director at the upcoming annual meeting of
stockholders of WHG Bancshares Corporation (the "Company"). I currently
beneficially own 67,000 shares of Company common stock, which, excluding
management stock options, makes me the Company's second largest stockholder with
5.21% of the Company's outstanding stock.
I believe that it is in the best interests of all the stockholders that my
slate of nominees be elected as directors of the Company. Simply put, I believe
that my slate of nominees is better qualified than the Company's incumbent
directors to maximize the value of the Company's stock for all stockholders. Let
me explain why I believe this.
o The Company's performance has been extremely poor. The Company's
annual return on average equity ranged from 2.48% to 5.30% during
fiscal years 1997 through 2001. During those years annual return on
average assets ranged from .25% to .77%. Under both these measures,
fiscal year 2001 was the Company's worst performance since it became a
public company.
o I have the experience and track record to improve the Company's
performance. I am the past President and Chief Executive Officer of
Reisterstown Federal Savings Bank and have more than 24 years of
banking experience. While I was President and Chief Executive Officer,
Reisterstown Federal achieved returns in excess of 20% return on
average equity and 2% return on average assets for several years. This
excellent performance enabled us to sell the bank and generate
excellent returns for shareholders. My record speaks for itself.
o I am a Maryland native. I know the Baltimore banking market and know
what it takes to succeed here.
o We need fresh ideas from our directors. There has not been a new Board
member since 1982. Moreover, two of our eight directors have been on
the Board since 1947 and a third joined the Board in 1953. It's time
for a change.
I also want you to know that it is not my preference to engage in a costly
and distracting proxy contest with the incumbent directors. Far from it. Since
April of this year, when I first acquired ownership of more than 5% of the
Company's stock, I have sought a meeting with the Board to discuss my ideas for
improving the Company's returns and to pursue my appointment as a director on a
friendly basis. However, the Board of Directors has steadfastly refused to so
much as meet with me. I have even offered to drop my proxy contest if they would
appoint me to the Board, but still they will not meet with me. If they are
unwilling to even meet with me once, it is clear to me that any ideas I can
offer to the Board will not be heard. To pursue my efforts to enhance
stockholder value for all the stockholders, I feel my only option at this point
is to pursue this proxy contest.
I believe the Board's actions show a pattern of enriching the Company's
Board members and management at the expenses of all shareholders, while at the
same time generating poor shareholder returns. I believe the Board acts with a
total disregard to its fiduciary responsibilities and is only concerned with
self-preservation.
I ask for your support in my efforts. Please read my proxy statement. If
you support what I am trying to achieve, then sign the enclosed WHITE proxy card
and return it in the enclosed postage-paid return envelope. If you have any
questions I would be happy to speak to each and every stockholder about my plans
to enhance stockholder value. You may call me at (410) 833-9111 or you may call
D.F. King & Co., Inc. at (__) ___-______. Thank you for your consideration.
Sincerely,
Gary R. Dowell
WHG BANCSHARES CORPORATION
__________________________
2001 ANNUAL MEETING OF SHAREHOLDERS
__________________________
PROXY STATEMENT OF GARY R. DOWELL
__________________________
IN OPPOSITION TO
THE MANAGEMENT OF WHG BANCSHARES CORPORATION
__________________________
WHY YOU WERE SENT THIS PROXY STATEMENT
This Proxy Statement and accompanying WHITE proxy card are being furnished
to holders (the "Shareholders") of the common stock, par value $.01 per share
(the "Common Stock"), of WHG Bancshares Corporation, a Maryland corporation (the
"Company"), the holding Company for Heritage Savings Bank, F.S.B. (the "Bank"),
in connection with the solicitation of proxies (the "Proxy Solicitation") by
Gary R. Dowell. The Company has not fixed the date, time and place of the Annual
Meeting of Shareholders (the "Annual Meeting"). The Company's proxy statement
for the Annual Meeting, when it becomes available, will contain the date, time
and place of the Annual Meeting. We will notify you of this information by a
further mailing when we learn it. Shareholders who own the Common Stock on
November __, 2001 ("Annual Meeting Record Date") will be entitled to vote. The
Company's principal executive offices are located at1505 York Road, Lutherville,
Maryland 21093.
At the Annual Meeting, we anticipate that the Company will be seeking the
election of three directors for a term of three years, or until their successors
have been elected and qualified.
As of the date of this Proxy Statement, I beneficially own an aggregate of
67,000 shares of Common Stock and is the Company's second largest shareholder. I
have nominated and seek to elect three candidates, Gary R. Dowell, Morris A.
Wise and Laurens MacLure, Jr. (the "Dowell Nominees"), to the Company's Board of
Directors (the "Board"). My solicitation of votes is in opposition to the
directors nominated for election by management. I believe the election of the
Dowell Nominees will send a strong message to the Company and to management. I
also believe that if the Dowell Nominees are elected to the Board of Directors,
they will be able to encourage the Company to take steps to increase shareholder
value and to monitor closely management's progress with respect to enhancing
shareholder value. However, there can be no assurance that the election of the
Dowell Nominees will result in maximizing shareholder value.
At this time, I am soliciting proxies for two of the Dowell Nominees, Gary
R. Dowell and Morris A. Wise. However, the enclosed WHITE proxy card grants
discretionary authority to Gary R. Dowell to vote your shares for the election
of my third nominee, Laurens MacLure, Jr., in the event, and only in the event,
that at or prior to the Annual Meeting the Board of Directors increases the
Board by two or more members and nominates five or more candidates for election
as directors at the Annual Meeting. If, however, at or prior to the Annual
Meeting the Board of Directors does not increase the Board by two or more
members or nominate five or more candidates for election as directors at the
Annual Meeting then I will not be permitted discretion to vote your shares for
the election of Laurens MacLure, Jr., but instead would vote your shares for the
election of Gary R. Dowell and Morris A. Wise and as otherwise directed by you.
Shareholders who attend the Annual Meeting and vote in person will be able to
vote for all three of the Dowell Nominees.
If you return the enclosed WHITE PROXY CARD, your vote will only count for
two of my nominees, Gary R. Dowell and Morris A. Wise. In that event, your vote
will NOT count towards the election of any Company nominee and you will not be
able to vote for any Company nominee. To vote for any or all of the Company's
nominees, you must return the Company's proxy card, which would preclude you
from voting for Gary R. Dowell and Morris A. Wise, unless you attend the meeting
in person.
Additional information concerning Gary R. Dowell is set forth under the
heading "Certain Information Regarding the Participants". This Proxy Statement
and WHITE proxy card are being first mailed or furnished to Shareholders on or
about December __, 2001.
Remember, your last dated proxy is the only one that counts, so return the
WHITE proxy card even if you delivered a prior proxy. I urge you not to return
any proxy card sent to you by the Company. Your vote is important, no matter how
many or how few shares you hold. If your shares are held in the name of a
brokerage firm, bank or nominees, only that brokerage firm, bank or nominees can
vote your shares and then only upon receipt of your specific instructions.
Accordingly, please return the WHITE proxy card in the envelope provided by your
bank or broker or contact the person responsible for your account and give
instructions for your shares to be voted for the Dowell Nominees.
If your shares are registered in more than one name, the WHITE proxy card
should be signed by all the registered owners to ensure that all shares are
voted for Gary R. Dowell and Morris A. Wise.
Please refer to the Company's proxy statement, when it becomes available,
for a full description of management's proposals, the securities ownership of
the Company, the share vote required to ratify or approve each proposal and to
elect the directors, voting procedures, the number of shares outstanding and
entitled to vote at the Annual Meeting, the background of the Company's nominees
for the Board, information about the Company's officers and directors, including
compensation, stock price performance, the date by which Shareholders must
submit proposals for inclusion in the next Annual Meeting and any other
information required by law to be disclosed. I have no independent knowledge as
to the accuracy or completeness of the proxy statement that the Company's Board
of Directors may furnish in connection with the Annual Meeting.
Holders of record of shares of Common Stock on the Annual Meeting Record
Date are urged to submit a proxy even if your shares have been sold after that
date. The Company's proxy statement for the Annual Meeting, when it becomes
available, will contain the number of shares of Common Stock outstanding as of
the Annual Meeting Record Date. Each share of Common Stock is entitled to one
vote at the Annual Meeting.
If you have any questions or need assistance in voting your shares, please
call:
D.F. King & Co., Inc.
Call Toll Free (___) ___-_____
MY GOAL IS TO MAXIMIZE THE VALUE OF THE
COMPANY'S STOCK FOR ALL SHAREHOLDERS
I believe my fellow shareholders have the same goal of increasing
shareholder value. I believe that Company management should retain an investment
banking firm to establish realistic performance goals and objectives for
management and evaluate if management can achieve these goals in a reasonable
time. If reasonable minimum performance goals of Return Average Assets ("ROAA")
of 1% and Return on Average Equity ("ROAE") of 12% cannot be achieved within a
reasonable period of time then I believe the Company should be sold. The
investment banking firm should evaluate the prospects of selling the Company at
a premium to book value by, among other things, providing analysis, opinions or
reports with respect to such sale. I have not independently performed or
commissioned any such analysis, opinions or reports.
I believe that there are local and out of state banks that would be
interested in pursuing the purchase of the Company. I believe the Company has a
fiduciary responsibility to its Shareholders to evaluate the prospects for the
sale of the Company.
I believe the only way Shareholders can be assured that my proposals
receive appropriate consideration is through Board representation.
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I BELIEVE A VOTE FOR THE DOWELL NOMINEES IS A VOTE TO BEGIN
THE PROCESS TO IMPROVE RETURNS OR SELL THE COMPANY.
I BELIEVE IF A SALE IS REQUIRED TO MAXIMIZE SHAREHOLDER
VALUE THE CURRENT BOARD AND MANAGEMENT WILL OPPOSE THE SALE.
I believe that the Board and management oppose any changes to the Company's
Board. The Board has not added a new Board member since 1982, 19 years ago, even
though six of the eight Board members are over 75 years of age. Refer to the
Company's proxy material for additional information.
The Company's 2001 proxy materials state, and I assume the Company's 2002
proxy materials will state the same, that the Board of the Company and the Board
of its subsidiary, Heritage Savings Bank, F.S.B. (the "Bank"), are the same. As
a result, there is no real oversight or accountability for the subsidiary
Board's actions. Further the Company's Board is responsible for oversight of a
$160 million subsidiary that is performing significantly below acceptable rates
of returns and still finds it necessary to meet only four times annually.
I believe the Board is focused solely on maintaining the status quo. The
Board says there is a five-year business plan, but it has been unwilling to
share it with me or the Shareholders at its annual meeting for the past two
years. If elected, the Dowell Nominees are committed to acting in the best
interest of all shareholders and, subject to their fiduciary duties as directors
of the Company, will work diligently towards increasing shareholder value,
including the sale of the Company if appropriate. I believe such a sale could be
advisable for several reasons. First, I believe there currently exists a
positive climate for small thrifts to be purchased by larger financial
institutions. Secondly, Maryland has been a desirable area for acquisitions in
recent years, with certain larger financial institutions stating publicly that
they will continue to seek out acquisitions in Maryland. In a sale, the Board
would have to determine a satisfactory price, which could be either in the form
of cash or stock or a combination of cash and stock. Such a sale would also have
to be submitted to the Shareholders for their vote and approval.
Each shareholder should be aware that in the present election I am seeking
to elect three directors to the Board. I believe the Dowell Nominees' presence
on the Board, and the action of the shareholders in electing them to the Board,
will send a strong message to the Company and the remaining directors regarding
the desire of the Shareholders to maximize shareholder value. If elected, the
Dowell Nominees will be able to closely monitor management's progress with
respect to enhancing shareholder value from their position on the Board.
Shareholders should also be aware that this election has nothing to do with
the election of directors to the Bank, the wholly owned banking subsidiary of
the Company. The present directors of the Company, even if the Nominees wins
this election, will still be able to appoint the Board of Directors of the Bank,
including the Company's nominees, even if they lose the election. The Dowell
Nominees would hope to be appointed to the Bank's Board of Directors since it
has been the practice of the Company for the same Board to serve both the
Company and the Bank.
I BELIEVE THE CURRENT BOARD OF DIRECTORS HAS NOT SHOWN AN ABILITY TO MANAGE
THE COMPANY EFFECTIVELY OR TO TAKE THE AGGRESSIVE STEPS NECESSARY
TO MAXIMIZE SHAREHOLDER VALUE.
The current Board has been in place since 1982, more than 19 years. Two
directors have been on the Board since before 1947, more than 54 years, and a
third director joined the Board in 1953. Mrs. Stewart, the Company's President
and Chief Executive Officer, has been employed by the Bank since 1953. In 1995,
Mrs. Stewart was appointed Chief Executive Officer of the Bank. In 1996, the
Bank converted from a federally chartered mutual savings bank to a federally
chartered stock savings bank and consummated the formation of a new holding
company, WHG Bancshares Corporation, of which the Bank is a wholly owned
subsidiary. Since the time the Company converted to a stock company with Mrs.
Stewart as its President and Chief Executive Officer the Company's performance
has been less than acceptable. Since 1997, the Company's first full year of
operations as a stock company, it has produced returns on average assets and
average equity well below acceptable industry
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standards. We believe ROAE and ROAA are two of the best and most basic standards
by which to measure how profitably shareholder capital is employed by management
and therefore to judge a thrift's performance. The Company's ROAE and ROAA are
both below 1997 levels of returns, are at the lowest returns since becoming a
public company and are approximately 46.8% below last year's poor performance.
The table below list the Company's annual ROAE and ROAA.
Fiscal Year ROAE(1) ROAA(1)
----------- ------- -------
1997 3.49% .77%
1998 3.46 .57
1999 4.66 .50
2000 5.30 .51
2001 2.48 .25
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(1) As reported in the Company's Annual Report or press releases.
I believe the Board continues to ignore its poor performance and has not
been and is unwilling to make the necessary changes that would increase
shareholder value. In fact, the Board continues to reward themselves and
management with increased benefits.
(1) During fiscal year 2000, the Board approved a 13% salary increase for
Mrs. Stewart in addition to a 10% increase in 1999. Both of these
increases are well above any cost of living indexes for these periods
and certainly cannot be performance related.
(2) In addition to the salary increases Mrs. Stewart also received
increased bonus, other compensation and additional stock options.
These increases also cannot be performance related.
(3) The Board approved a change in control severance plan, which will pay
Board members 18 months of board fees if they leave the board within
18 months following a change in control of the Company. This plan
could cost shareholders $144,000 assuming the current monthly Board
fees of $1,000 per director.
(4) In November 2000, the Board adopted a stock option plan, which was
ratified at the 2001 annual meeting. The plan barely passed with 42%
of shareholders voting against the plan. The plan authorized the
issuance of options to acquire up to 109,000 shares of common stock,
of which 25,000 shares were granted and exercisable on the date of
grant to Mrs. Stewart and Mr. Lufburrow and 4,950 shares were granted
to each non-executive Director exercisable 33-1/3% each year for 3
years. The stated purpose of the plan was to attract and retain
qualified personnel for positions of substantial responsibility and to
provide additional incentive to them to promote the success of the
business of the Company. Since there have not been any changes in the
Company's management or Board since the Plan was ratified last year, I
can only assume the option plan was another effort to benefit insiders
at the expense of all other shareholders.
(5) In 2000 the Board also approved a change in control agreement for
three executives, which will pay two times each employee's cash
compensation paid by the Bank during the one-year period prior to the
date of termination of employment.
All of the actions above show a pattern of enriching the Company's Board
members and management at the expense of all shareholders, while at the same
time generating poor shareholder returns. I believe the Board acts with a total
disregard of its fiduciary responsibilities and is only concerned with
self-preservation.
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ELECTION OF THE DOWELL NOMINEES
The Board currently consists of eight members. Three seats on the Board are
up for election at the Annual Meeting. At the Annual Meeting, Gary R. Dowell has
nominated and will seek to elect Messrs. Gary R. Dowell, Morris A Wise and
Laurens MacLure, Jr., who have consented to being named in this Proxy Statement
and to serving as directors on the Board if elected, to fill the open director
seats, in opposition to the Company's nominees. The election of Mr. Dowell, Mr.
Wise and Mr. MacLure requires the affirmative vote of a plurality of the votes
cast. If elected, Mr. Dowell, Mr. Wise and Mr. MacLure would each be entitled to
serve a three-year term. Mr. Dowell, Mr. Wise and Mr. MacLure are Maryland
residents. I believe they would be strong additions to the Board.
At this time, I am soliciting proxies for two of the Dowell Nominees, Gary
R. Dowell and Morris A. Wise. However, the enclosed WHITE proxy card grants
discretionary authority to Gary R. Dowell to vote your shares for the election
of my third nominee, Laurens MacLure, Jr., in the event, and only in the event,
that at or prior to the Annual Meeting the Board of Directors increases the
Board by two or more members and nominates five or more candidates for election
as directors at the Annual Meeting. If, however, at or prior to the Annual
Meeting the Board of Directors does not increase the Board by two or more
members or nominate five or more candidates for election as directors at the
Annual Meeting then I will not be permitted discretion to vote your shares for
the election of Laurens MacLure, Jr., but instead would vote your shares for the
election of Gary R. Dowell and Morris A. Wise and as otherwise directed by you.
Shareholders who attend the Annual Meeting and vote in person will be able to
vote for all three of the Dowell Nominees.
Three directors are to be elected at the Annual Meeting. Assuming the
Company maintains the current number of directors and nominates only three
individuals for election as directors, I will be soliciting proxies to elect
only two directors, Gary R. Dowell and Morris A. Wise. In that event, if Mr.
Dowell and Mr. Wise are elected, one of the Company's nominees will also be
elected. I am not soliciting authority to vote for any of the nominees being
sponsored by the Company. If you vote on my WHITE proxy card, you have the
opportunity only to grant or withhold authority to me to vote for two of my
three nominees. For information regarding the Company's nominees for election as
directors, please refer to the Company's proxy statement, when it becomes
available. There can be no assurance that the Company's nominee will serve if
elected with my nominees.
If you return the enclosed WHITE PROXY CARD, your vote will only count for
two of my nominees, Gary R. Dowell and Morris A. Wise. In that event, your vote
will NOT count towards the election of any Company nominee and you will not be
able to vote for any Company nominee. To vote for any or all of the Company's
nominees, you must return the Company's proxy card, which would preclude you
from voting for Gary R. Dowell and Morris A. Wise, unless you attend the meeting
in person.
GARY R. DOWELL
Gary R. Dowell, past President and Chief Executive Officer of Reisterstown
Federal Savings Bank ("RFSB"), has more than 24 years of experience in banking,
leading one of the most successful banks based on RFSB's earning returns greater
than 2% ROAA and 20% ROAE for several consecutive years prior to RFSB's being
purchased and later consolidated with other banks within a holding company in
1997. He holds a B.S. accounting degree from the University of Baltimore.
Mr. Dowell is an active community leader and currently holds positions as
Chairman of the Northwest Hospital Center and has been a Board member since
1994. He has been a Board member of the Lifebridge Health System since its
formation in 1998, Chairman of the Audit and Compliance Committee for the
Lifebridge Health System since 1998 and Trustee and Treasure of The Hannah More
Foundation, Inc. since 1996. Mr. Dowell also served as Trustee and Treasurer of
The Hannah More School from 1994-2000 and as a Member of the Jemicy School
Development Committee from 1994-1998.
Mr. Dowell is 54 years old and resides in Reisterstown, Maryland, which is
located in Baltimore County, Maryland the same county as WHGB's principal
office.
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Prior to retiring from RFSB, Mr. Dowell was a competitor of WHGB for 24
years and operated its principal office approximately 20 miles from WHGB
principal office, therefore he is very familiar with WHGB operations including
products, pricing, management, etc.
MORRIS A. WISE
Morris A. Wise served as Senior Vice President and Market Manager for
Business Banking at Signet Bank from 1995 though February 1998. Prior to that he
held a number of management positions responsible for Private Banking, Branch
Administration and Retail Credit Administration. Mr. Wise began his career with
Signet Bank (previously Union Trust Bank) in 1962. Mr. Wise holds a MLA and BA
degrees from John Hopkins University and is a graduate of the Stunier Graduate
School of Banking. Mr. Wise has been retired since February 1998.
Mr. Wise serves on the Board of Lifebridge Health System, Northwest
Hospital Center and the Liberty Road Business Association. He is Chairman of the
Northwest Hospital Center Foundation and Financial Advisor to Stevenson Village
Condominium Association.
Mr. Wise is 59 years old and resides in Baltimore, Maryland, which is
located in Baltimore County, Maryland.
LAURENS MACLURE, JR.
Laurens MacLure, Jr. is Vice President, General Counsel and Corporate
Secretary of RWD Technologies, Inc. (Nasdaq: RWDT), in Columbia, MD, where he
has been employed since 1999. Prior to joining RWD, Mr. MacLure was employed by
Pioneer EyeCare, Inc. as Vice President and General Counsel from 1997 to 1999.
From 1984 to 1997, Mr. MacLure served in a variety of legal positions with PHH
Corporation, most recently as Senior Vice President and General Counsel of PHH
Vehicle Management Services. Prior thereto, Mr. MacLure was in private legal
practice from 1981 to 1984. Mr. MacLure received his bachelor's degree in
economics from Bucknell University and his J.D. from the University of Maryland.
Mr. MacLure has been active in the community. He is currently President of
the Hunt Cup Hill Community Association. He was a member of the Board of
Directors of The Hannah More School from 1994 to 2001 and served as Chairman
from 1999 to 2001. Mr. MacLure also served on the Board of Directors of Literacy
Works, Inc. from 1994 to 1999.
Mr. MacLure is 45 years old and resides in Reisterstown, Maryland, which is
located in Baltimore County, Maryland. Mr. MacLure's business address is RWD
Technologies, Inc., 1040 Little Patuxent Parkway, Columbia, Maryland 21044.
CERTAIN INFORMATION REGARDING THE PARTICIPANTS
Except as described herein, neither Mr. Dowell nor any of the Dowell
Nominees is now, or within the past year has been, a party to any contract,
arrangement or understanding with any person with respect to any securities of
the Company (including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies).
Except as described herein, there are no material proceedings to which Mr.
Dowell, the other Dowell Nominees, or any associate of any Dowell Nominee is a
party adverse to the Company or any of its subsidiaries or has a material
interest adverse to the Company or any of its subsidiaries. Except as described
herein, neither Mr. Dowell, the Dowell Nominees, nor any associate of any Dowell
Nominee has any interest in the matters to be voted upon at the Annual Meeting,
other than an interest, if any, as a shareholder of the Company, or with respect
to the Dowell Nominees, as nominees for directors. Except as described herein,
neither Mr. Dowell, the Dowell Nominees nor any associate of any Dowell Nominee
(1) has engaged in or has a direct or indirect interest in any transaction or
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series of transactions since the beginning of the Company's last fiscal year, or
in any currently proposed transaction to which the Company or any of its
subsidiaries was or is a party; (2) has been indebted to the Company or any of
its subsidiaries; (3) has borrowed any funds for the purpose of acquiring or
holding any securities of the Company, or is presently, or has been within the
past year, a party to any contract, arrangement or understanding with any person
with respect to any securities of the Company, any future employment by the
Company or its affiliates, or any future transaction to which the Company or any
of its affiliates will or may be a party; or (4) is the beneficial or record
owner of any securities of the Company or any parent or subsidiary thereof. Mr.
Wise's son, Jerold S. Wise, has a residential mortgage loan outstanding from the
Bank. To the knowledge of Mr. Wise, such loan was made in the ordinary course of
business, was made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and did not involve more than the normal risk of collectability or
present other unfavorable features.
Neither Mr. Dowell, the Dowell Nominees nor any associate of the Dowell
Nominees has, during the past 10 years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). Additional information
concerning Mr. Dowell and the other Dowell Nominees, including, but not limited
to, beneficial ownership of and transactions in the Common Stock, is set forth
in Appendix A hereto. Each of the individuals listed on Appendix A attached
hereto is a citizen of the United States.
OTHER MATTERS
I anticipate that the Company's proxy statement, when it becomes available,
will contain information regarding (1) securities ownership of certain
beneficial owners and management; (2) the committees of the Board; (3) the
meetings of the Board and all committees thereof; (4) the background of the
Company's nominees for the Board; (5) the compensation and remuneration paid and
payable to the Company's directors and management; (6) stock price performance;
(7) voting procedures, including the share vote required for approval or
election, at the Annual Meeting and (8) the submission of shareholder proposals
at the Company's 2002 annual meeting of shareholders. I have no knowledge of the
accuracy of the Company's disclosures in its proxy materials.
SOLICITATION; EXPENSES
Proxies may be solicited by mail, advertisement, telephone, facsimile,
telegraph, and personal solicitation. Phone calls will be made to individual
Shareholders by Gary R. Dowell and employees of D.F. King & Co., Inc. Banks,
brokerage houses, and other custodians, nominees, and fiduciaries will be
requested to forward Mr. Dowell's solicitation material to their customers for
whom they hold shares, and Mr. Dowell will reimburse them for their reasonable
out-of-pocket expenses. Mr. Dowell has retained D.F. King & Co., Inc. to assist
in the solicitation of proxies and for related services. Mr. Dowell will pay
D.F. King & Co., Inc. a fee of up to $25,000 and has agreed to reimburse it for
its reasonable out-of-pocket expenses. In addition, Mr. Dowell has agreed to
indemnify D.F. King & Co., Inc. against certain liabilities and expenses,
including liabilities and expenses under the federal securities laws. The
Securities and Exchange Commission deems such an indemnification to be against
public policy. Approximately 25 persons will be used by D.F. King & Co., Inc. in
its solicitation efforts. The entire expense of preparing, assembling, printing,
and mailing this Proxy Statement and related materials and the cost of
soliciting proxies will be borne by Gary R. Dowell.
Although no precise estimate can be made at the present time, I currently
estimate that the total expenditures relating to my proxy solicitation will be
approximately $85,000, of which approximately $40,000 has been incurred to date.
I intend to seek reimbursement from the Company for those expenses I incur in
connection with this proxy solicitation, as well as all expenses I have incurred
since the filing of my initial Schedule 13D in relation to the Company if the
Dowell Nominees are elected, but I do not intend to submit the question of such
reimbursement to a vote of the Shareholders. The total of such costs is
estimated to be between $90,000 to $120,000, of which approximately $50,000 has
been incurred to date.
7
VOTING AND REVOCATION OF PROXIES
For the proxy solicited hereby to be voted, the enclosed WHITE proxy card
must be signed, dated, and returned to Gary R. Dowell, c/o D.F. King & Co.,
Inc., in the enclosed envelope in time to be voted at the Annual Meeting. If you
wish to vote for the Dowell Nominees, you must submit the enclosed WHITE proxy
card and must NOT submit the Company's proxy card. If you have already returned
the Company's proxy card, you have the right to revoke it as to all matters
covered thereby and may do so by subsequently signing, dating, and mailing the
enclosed WHITE proxy card. If you later vote on the Company's proxy card (even
if it is to withhold authority to vote for the Company's nominees ), you will
revoke your previous vote for the Dowell Nominees. ONLY YOUR LATEST DATED PROXY
WILL COUNT AT THE ANNUAL MEETING.
Execution of a WHITE proxy card will not affect your right to attend the
Annual Meeting and to vote in person. Any proxy may be revoked as to all matters
covered thereby at any time prior to the time a vote is taken by (i) filing with
the Secretary of the Company a later dated written revocation; (ii) submitting a
duly executed proxy bearing a later date to Gary R. Dowell; or (iii) attending
and voting at the Annual Meeting in person. Attendance at the Annual Meeting
will not in and of itself constitute a revocation.
Although a revocation will be effective if delivered only to the Company, I
request that either the original or a copy of all revocations be mailed to Gary
R. Dowell c/o D.F. King & Co., Inc. at the address set forth on the back page of
this Proxy Statement, so that I will be aware of all revocations and can more
accurately determine if and when the requisite proxies for the election of the
Dowell Nominees as directors have been received. I may contact shareholders who
have revoked their proxies.
Shares of Common Stock represented by a valid, unrevoked WHITE proxy card
will be voted as specified. You may vote for the Dowell Nominees or withhold
authority to vote for the Dowell Nominees by marking the proper box on the WHITE
proxy card.
Except as set forth in this Proxy Statement, I am not aware of any other
matter to be considered at the Annual Meeting. The person named as proxies on
the enclosed WHITE proxy card will, however, have discretionary voting authority
as such proxies regarding any other business that may properly come before the
Annual Meeting. The proxy may exercise discretionary authority only as to
matters unknown to Gary R. Dowell a reasonable time before this proxy
solicitation.
The enclosed WHITE proxy card grants discretionary authority to Gary R.
Dowell to vote your shares for the election of my third nominee, Laurens
MacLure, Jr., in the event, and only in the event, that at or prior to the
Annual Meeting the Board of Directors increases the Board by two or more members
and nominates five or more candidates for election as directors at the Annual
Meeting. If, however, at or prior to the Annual Meeting the Board of Directors
does not increase the Board by two or more members or nominate five or more
candidates for election as directors at the Annual Meeting then I will not be
permitted discretion to vote your shares for the election of Laurens MacLure,
Jr., but instead would vote your shares for the election of Gary R. Dowell and
Morris A. Wise or as otherwise directed by you. Shareholders who attend the
Annual Meeting and vote in person will be able to vote for all three of the
Dowell Nominees.
If your shares are held in the name of a brokerage firm, bank or nominees,
only such brokerage firm, bank or nominees can vote such shares and only upon
receipt of your specific instructions. Accordingly, please promptly contact the
person responsible for your account at such institution and instruct that person
to execute and return the WHITE proxy card on your behalf. You should also
promptly sign, date and mail the voting instruction form (or WHITE proxy card)
that your broker or banker sends you. Please do this for each account you
maintain to ensure that all of your shares are voted. If any of your shares were
held in the name of a brokerage firm, bank or nominees on the Annual Meeting
Record Date, to revoke your proxy you will need to give appropriate instructions
to such institution. IF YOU DO NOT GIVE INSTRUCTIONS TO YOUR BROKER OR OTHER
NOMINEE, YOUR SHARES WILL NOT BE VOTED.
Only holders of record of Common Stock on the Annual Meeting Record Date
will be entitled to vote at the Annual Meeting. If you are a Shareholder of
record on the Annual Meeting Record Date, you will retain the voting
8
rights in connection with the Annual Meeting even if you later sell your shares.
Accordingly, it is important that you vote the shares of Common Stock held by
you on the Annual Meeting Record Date, or grant a proxy to vote such shares on
the WHITE proxy card, even if you sell such shares after such date.
I believe that it is in your best interest to elect the Dowell Nominees
as a director at the Annual Meeting. I STRONGLY RECOMMEND A VOTE FOR THE DOWELL
NOMINEES.
GARY R. DOWELL
I M P O R T A N T !!!
If your shares are held in "Street Name" only your bank or broker can vote
your shares and only upon receipt of your specific instructions. Accordingly,
please promptly contact the person responsible for your account at such
institution and instruct that person to execute and return the WHITE proxy card
on your behalf. You should also promptly sign, date and mail the voting
instruction form (or WHITE proxy card) that your broker or banker sends you.
Please do this for each account you maintain to ensure that all of your shares
are voted.
If you have any questions, or need further assistance, please call Gary R.
Dowell at 410-833-9111, or my proxy solicitor: D.F. King & Co., Inc., 77 Water
Street, New York, NY 10005, at (___)-___-____.
9
APPENDIX A
Transactions in the Common Stock
The following transactions are the only transactions in the Common Stock
during the past two years by Gary R. Dowell, or any other Dowell Nominee or any
affiliate thereof:
GARY R. DOWELL
- --------------
DATE NUMBER OF SHARES PURCHASED
- ---- --------------------------
5/24/00 1,000
6/16/00 1,000
6/29/00 170
7/13/00 500
7/14/00 150
7/17/00 700
7/21/00 2,500
8/1/00 1,400
8/3/00 700
8/8/00 200
8/21/00 800
8/24/00 100
8/29/00 500
9/25/00 1,000
10/4/00 8,000
10/6/00 2,000
10/25/00 200
10/26/00 800
11/13/00 1,280
11/17/00 1,000
11/20/00 500
11/28/00 300
12/4/00 4,500
12/18/00 2,000
12/21/00 2,000
12/28/00 1,000
2/12/01 7,300
2/20/01 700
2/22/01 700
2/23/01 1,000
2/26/01 1,900
3/19/01 100
3/20/01 100
3/21/01 800
3/27/01 400
3/28/01 600
3/30/01 400
GARY R. AND JANET M. DOWELL
- ---------------------------
DATE NUMBER OF SHARES PURCHASED
- ---- --------------------------
3/17/00 300
9/27/00 1,000
10/19/00 3,000
11/02/00 1,000
12/12/00 1
12/19/00 999
01/01/01 1,000
01/08/01 1,000
1/09/01 1,000
4/18/01 4,300
LIBERTY FINANCIAL GROUP, INC.
- -----------------------------
DATE NUMBER OF SHARES PURCHASED
- ---- --------------------------
5/31/01 1,000
8/15/01 1,000
The total number of shares of Common Stock beneficially owned by Gary R.
Dowell is 67,000, approximately 5.21% of the Company's total shares outstanding.
The amount of funds expended to date by Liberty Financial Group, Inc. to acquire
the 2,000 shares of Common Stock it holds in its name is $22,370. Such funds
were provided from its working capital. Gary R. Dowell is the sole director of
Liberty Financial Group, Inc.
The amount of funds expended to date by Gary R. Dowell to acquire the
51,300 shares of Common Stock he holds in his name is $455,531. Such funds were
provided from his personal funds.
The amount of funds expended to date by Gary R. Dowell and Janet M. Dowell
to acquire the 13,700 shares of Common Stock they hold in their names is
$126,067. Such funds were provided from their personal funds.
Mr. Morris A. Wise beneficially owns 100 shares of Common Stock, which he
purchased on November 6, 2001. The amount of funds he expended to acquire such
shares was $1,206, which was provided from his personal funds.
Mr. Laurens MacLure, Jr. beneficially owns 100 shares of Common Stock,
which he purchased on November 8, 2001. The amount of funds he expended to
acquire such shares was $1,215, which was provided from his personal funds.
Neither Mr. Dowell, Mr. Wise nor Mr. MacLure is required to file a report
under Section 16(a) of the Securities Exchange Act of 1934, as amended, with
respect to the Common Stock.
[TO APPEAR ON REVERSE OF PROXY STATEMENT.]
Please mail all WHITE proxy cards to the following address:
Mr. Gary R. Dowell
c/o D.F. King & Co., Inc.
77 Water Street
New York, NY 10005
For assistance, call toll-free:
1(800) _________________
REVOCABLE PROXY
THIS PROXY IS SOLICITED BY GARY R. DOWELL IN OPPOSITION TO THE BOARD OF
DIRECTORS OF WHG BANCSHARES CORPORATION FOR USE AT THE 2002 ANNUAL MEETING OF
STOCKHOLDERS OF WHG BANCSHARES CORPORATION OR, IF DIRECTORS ARE NOT ELECTED AT
THAT MEETING, THEN AT THE NEXT MEETING OF STOCKHOLDERS AT WHICH DIRECTORS ARE
ELECTED
ANNUAL MEETING OF STOCKHOLDERS
___________, 2002
The undersigned hereby appoints Gary R. Dowell as proxy with full power of
substitution, to vote in the name of and as proxy for the undersigned at the
2002 Annual Meeting of WHG Bancshares Corporation (the "Company"), or, if
directors are not elected at that meeting, then at the next meeting of
stockholders at which directors are elected, and at any adjournment(s) or
postponement(s) thereof, according to the number of votes that the undersigned
would be entitled to cast if personally present on the following matters:
VOTE
FOR WITHHELD
--- --------
1. The election as directors of the
nominees listed below (except as
marked to the contrary below). [ ] [ ]
Gary R. Dowell
Morris A. Wise
INSTRUCTION: TO WITHHOLD YOUR VOTE
FOR ANY INDIVIDUAL NOMINEE INSERT THAT NOMINEE'S
NAME ON THE LINE PROVIDED BELOW.
----------------------------------------------
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Shareholder. Unless otherwise specified, this proxy will be
voted "FOR" the election of Gary R. Dowell and Morris A. Wise as directors. This
proxy revokes all prior proxies given by the undersigned.
In their discretion, the proxy is authorized to vote upon such other business as
may properly come before the meeting, or any adjournments or postponements
thereof, as provided in the proxy statement provided herewith. The proxy may
exercise discretionary authority only as to matters unknown to Gary R. Dowell a
reasonable time before his proxy solicitation. In addition, this proxy card
grants discretionary authority to Gary R. Dowell to vote for the election of a
third nominee, Laurens MacLure, Jr., in the event, and only in the event, that
at or prior to the Annual Meeting the Board of Directors increases the Board by
two or more members and nominates five or more candidates for election as
directors at the Annual Meeting. If, however, at or prior to the Annual Meeting
the Board of Directors does not increase the Board by two or more members or
nominate five or more candidates for election as directors at the Annual Meeting
then this proxy does not grant discretion to vote for the election of Laurens
MacLure, Jr.
Please sign exactly as your name appears hereon or on your proxy cards
previously sent to you. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporation name by the President or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person. This proxy
card votes all shares held in all capacities.
- -------------------------------- ------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- --------------------------------------- ------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.