Exhibit 99.4
WILLOW GROVE BANK
WELSH AND NORRISTOWN ROADS
MAPLE GLEN, PENNSYLVANIA 19002
(215) 646-5405
NOTICE OF SPECIAL MEETING OF MEMBERS
To be held on _____ __, 1998
NOTICE IS HEREBY GIVEN that a Special Meeting of Members ("Special
Meeting") of Willow Grove Bank (the "Bank") will be held at the
_____________________________________, _______________, Maple Glen,
Pennsylvania, at ___ a.m., Eastern Time, on ____ __, 1998, to consider and vote
upon:
(1) The Plan of Reorganization, as amended ("Plan of
Reorganization" or "Plan"), pursuant to which the Bank
will reorganize into the mutual holding company form of
organization as a wholly owned subsidiary of a subsidiary
holding company (the "Company"), and the Company will
become a majority-owned subsidiary of a mutual holding
company (the "MHC"); and other transactions provided for
in the Plan, including the adoption of new Federal Stock
Charter and Bylaws for the Bank;
(2) The approval of the establishment of The Willow Grove
Foundation (the "Foundation"), a Delaware non-stock
corporation dedicated to the promotion of charitable
purposes within the communities that the Bank serves, and
the contribution to the Foundation concurrently with the
completion of the reorganization of the Bank; and
(3) Such other business as may properly come before the
Special Meeting or any adjournment hereof. Except with
respect to procedural matters incident to the conduct of
the meeting, management is not aware of any other such
business.
The Board of Directors has fixed ___ _, 1998 as the record date ("Voting
Record Date") for the determination of members of the Bank entitled to notice of
and to vote at the Special Meeting and at any adjournment thereof. Only those
members of the Bank of record as of the close of business on the Voting Record
Date will be entitled to vote at the Special Meeting or any postponement or
adjournment thereof. The Plan of Reorganization must be approved by the
affirmative vote of at least a majority of the amount of votes entitled to be
cast at such Special Meeting. If there are not sufficient votes for approval of
the Plan at the time of the Special Meeting, the Special Meeting may be
postponed or adjourned to permit further solicitation of the proxies. The
following Proxy Statement and the Prospectus attached hereto contain a more
detailed description of the Bank, the Company, the proposed reorganization and
the proposed charitable foundation.
Whether or not you plan to attend the Special Meeting, you are requested
to sign, date and return the enclosed proxy card(s) without delay in the
enclosed postage-paid envelope to assure that your vote will be counted even if
you are unable to attend. For a discussion of how to revoke a previously granted
proxy, see "Revocability of Proxies" in the attached Proxy Statement.
By Order of the Board of Directors
John T. Powers
Secretary
Maple Glen, Pennsylvania
___ __, 1998
WILLOW GROVE BANK
WELSH AND NORRISTOWN ROADS
MAPLE GLEN, PENNSYLVANIA 19002
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF MEMBERS OF THE BANK
TO BE HELD ON ____ __, 1998
THE BOARD OF DIRECTORS OF THE BANK AND THE OTS HAVE APPROVED THE PLAN OF
REORGANIZATION, AS AMENDED, SUBJECT TO ITS APPROVAL BY THE MEMBERS AND THE
SATISFACTION OF CERTAIN OTHER CONDITIONS. HOWEVER, SUCH APPROVAL BY THE OTS DOES
NOT CONSTITUTE A RECOMMENDATION OR ENDORSEMENT OF THE PLAN OF REORGANIZATION, AS
AMENDED, BY THE OTS.
Purpose of the Special Meeting and Summary of Transaction
This Proxy Statement, together with the Prospectus of Willow Grove
Bancorp, Inc. (the "Company") attached hereto, constitutes the Proxy Statement
for, and is being furnished to eligible members ("Members") of, Willow Grove
Bank (the "Bank") in connection with the solicitation by the Board of Directors
of proxies to be voted at the Special Meeting of Members of the Bank (the
"Special Meeting") to be held on ____ __, 1998, at the
________________________________________________, Maple Glen, Pennsylvania, at
_____ a.m., Eastern Time, and at any postponement or adjournment thereof. The
Special Meeting is being held for the purpose of considering and voting upon the
Plan of Reorganization, as amended ("Plan of Reorganization" or "Plan"), and the
transactions contemplated by and provided for in the Plan of Reorganization,
including the establishment of The Willow Grove Foundation (the "Foundation"), a
charitable foundation which will be funded with _______ shares of common stock,
$0.01 par value per share (the "Common Stock"), of the Company.
The Bank's Board of Directors unanimously adopted the Plan of
Reorganization, pursuant to which the Bank will be converted from a federally
chartered mutual savings bank to a federally chartered stock savings bank, and
will become a subsidiary of the Company, a federally chartered corporation. The
Company will be a subsidiary of Willow Grove Mutual Holding Company, a federally
chartered mutual holding company (the "MHC"). It is currently intended that all
of the capital stock of the Bank will be held by the Company. The Plan has been
approved by the Office of Thrift Supervision (the "OTS"), subject to, among
other things, approval of the Plan by the Bank's Members at the Special Meeting.
Following receipt of all required regulatory approvals, the approval of
the members of the Bank entitled to vote on the Plan of Reorganization, and the
satisfaction of all other conditions precedent to the Reorganization, the Bank
will consummate the Reorganization. Following completion of the Reorganization,
the Bank in its stock form will continue to conduct its business and operations
from the same offices with the same personnel as the Bank conducted prior to the
Reorganization. The Reorganization will not affect the balances, interest rates
or other terms of the Bank's loans or deposit accounts, and the deposit accounts
will continue to be issued by the Federal Deposit Insurance Corporation ("FDIC")
to the same extent as they were prior to the Reorganization.
Pursuant to the Plan of Reorganization, the Reorganization will be
effected as follows or in any other manner that is consistent with applicable
federal law and regulations and the intent of the Plan of Reorganization:
(i) the Bank will organize an interim stock savings bank as a wholly
owned subsidiary ("Interim One");
(ii) Interim One will organize an interim stock savings bank as a
wholly owned subsidiary ("Interim Two");
(iii) Interim One will organize the Company as a wholly owned
subsidiary;
(iv) the Bank will convert its charter to a federal stock savings bank
charter and Interim One will convert its charter to a federal
mutual holding company charter to become the MHC;
(v) simultaneously with step (iv), Interim Two will merge with and
into the Bank with the Bank as the resulting institution;
(vi) all of the initially issued stock of the Bank will be transferred
to the MHC in exchange for membership interests in the MHC;
(vii) the MHC will contribute the capital stock of the Bank to the
Company, and the Bank will become a wholly owned subsidiary of
the Company; and
(viii) contemporaneously with the Reorganization, the Company will sell
a minority interest ("Minority Interest") in shares of its Common
Stock to certain depositors and others pursuant to a Plan of
Stock Issuance ("Plan of Stock Issuance"), which was approved by
the Bank's Board of Directors contemporaneously with its adoption
of the Plan of Reorganization.
The Company expects to receive the approval of the OTS to become a
savings and loan holding company and to own all of the common stock of the Bank.
The Company intends to contribute at least 50% of the net proceeds of the
Offerings to the Bank. The Reorganization will be effected only upon completion
of the sale of all of the shares of Common Stock to be issued pursuant to the
Plan of Stock Issuance.
Pursuant to the Plan of Stock Issuance, nontransferable rights to
subscribe for the shares of Common Stock have been granted, in order of
priority, to (i) depositors of the Bank with account balances of $50.00 or more
as of the close of business on June 30, 1997 ("Eligible Account Holders"), (ii)
Company's employee stock ownership plan ("ESOP"), (iii) depositors of the Bank
with account balances of $50.00 or more as of the close of business on
__________, 1998 ("Supplemental Eligible Account Holders"), (iv) depositors and
certain borrowers of the Bank as of the close of business on ___________, 1998
("Other Members") and (v) officers, directors and employees of the Bank, subject
to the limitations described herein (the "Subscription Offering"). In the event
that there are any shares of Common Stock which are not sold in the Subscription
Offering, the Company anticipates that it will offer any such shares of Common
Stock in a community offering (the "Community Offering"). If necessary, any
shares of Common Stock not subscribed for in the Subscription Offering or
purchased in the Community Offering will be offered to members of the general
public in a syndicated community offering (the "Syndicated Community Offering").
(The Subscription Offering, Community Offering and Syndicated Community Offering
are referred to collectively as the "Offerings").
The Bank's Plan of Reorganization also provides for the establishment of
the Foundation in connection with the Reorganization. The Foundation, which will
be incorporated under Delaware law as a non-stock corporation, will be funded
with a contribution by the Company of _______ shares of Common Stock equal to
4.0% of the shares. The authority for the affairs of the Foundation will be
vested in the Board of Directors of the Foundation, which will initially consist
of six persons, two of whom are existing directors of the Bank. The contribution
of Common Stock to the Foundation will be dilutive to the interests of
stockholders of the Company and will have an adverse impact on the Company's
earnings in the year of the contribution. See "Risk Factors - Establishment of
the Foundation" and "The Reorganization and Stock Issuance - Establishment of
the Foundation" in the Prospectus.
Voting in favor of or against the Plan of Reorganization includes a vote
for or against the adoption of the new Federal Stock Charter and Bylaws of the
Bank.
Voting in favor of the establishment of the Foundation will not in any
way affect the votes in favor of or against the Plan of Reorganization. If
members vote for the adoption of the Plan of Reorganization but against the
establishment of the Foundation, the Bank intends to consummate the
Reorganization without establishing the Foundation.
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Voting in favor of the Plan of Reorganization will not obligate any
person to purchase any Common Stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ADOPTION OF THE
PLAN OF REORGANIZATION AND ESTABLISHMENT OF THE FOUNDATION.
Voting Rights and Votes Required for Approval
The Board of Directors has fixed ______, 1998 as the record date
("Voting Record Date") for the determination of Members entitled to notice of
and to vote at the Special Meeting and at any postponement or adjournment
thereof. All of the Bank's depositors and its borrowers as of ______________
whose loans continue to be outstanding are members of the Bank ("Members"). The
Plan of Reorganization must be approved by the affirmative vote of at least a
majority of the amount of votes entitled to be cast at such Special Meeting. If
there are not sufficient votes for approval of the Plan at the time of the
Special Meeting, the Special Meeting may be adjourned to permit further
solicitation of proxies.
Each depositor member of the Voting Record Date will be entitled at the
Special Meeting to cast one vote per $100, or fraction thereof, of the aggregate
withdrawal value of all of such Member's deposit accounts in the Bank as of the
Voting Record Date. Also, each borrower member whose loan was outstanding as of
May 15, 1995, which loan continues to be outstanding as of the Voting Record
Date, will be entitled to one vote in addition to any other vote the borrower
may otherwise have. No Member may cast more than 1,000 votes at such Special
Meeting. In general, accounts held in different ownership capacities will be
treated as separate accounts for purposes of applying the 1,000 vote limitation.
For example, if two persons hold a $100,000 account in their joint names and
each of the persons also holds a separate account for $100,000 in their own
name, each person would be entitled to 1,000 votes for the separate account and
they would together be entitled to cast 1,000 votes on the basis of the joint
account. The Bank's records indicate that as of the Voting Record Date, there
were approximately _____ Members entitled to cast a total of _________ votes at
the Special Meeting.
Deposits held in trust or other fiduciary capacity may be voted by the
trustee or other fiduciary to whom voting rights are delegated under the trust
instrument or other governing document or applicable law. In the case of IRA and
Qualified Plan accounts established at the Bank, the beneficiary may direct the
trustee's vote on the Plan of Reorganization by returning a completed proxy card
to the Bank. If no proxy card is returned, the Bank, as trustee, will not vote
on the adoption of the Plan of Reorganization and establishment of the
Foundation on behalf of such beneficiary.
Proxies
The Bank's Members as of the Voting Record Date may vote at the Special
Meeting or at any postponement or adjournment thereof in person or by proxy.
Enclosed is a proxy card which may be used by any Member to vote on the Plan of
Reorganization and establishment of the Foundation. All properly executed
proxies received by the Bank will be voted in accordance with the instructions
indicated thereon by the Member giving such proxies. If no instructions are
given, executed proxies will be voted FOR adoption of the Plan of Reorganization
and the establishment of the Foundation.
Revocability of Proxies
A proxy may be revoked at any time before it is voted by filing written
revocation of the proxy with the Secretary of the Bank, by submitting a duly
executed proxy bearing a later date or by attending and voting in person at the
Special Meeting or any postponement or adjournment thereof. The presence of a
Member at the Special Meeting shall not revoke a proxy unless a written
revocation is filed with the Secretary of the Bank prior to the voting of such
Proxy. The proxies being solicited by the Board of Directors of the Bank are
only for use at the Special Meeting and at any adjournment thereof and will not
be used for any other meeting.
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Solicitation of Proxies and Tabulation of the Vote
To the extent necessary to permit approval of the Plan of
Reorganization, proxies may be solicited by officers, directors or employees of
the Bank, by telephone or through other forms of communication and, if
necessary, the Special Meeting may be adjourned to a later date. Such persons
will be reimbursed by the Bank for their reasonable out-of-pocket expenses
incurred in connection with such solicitation. The Company has retained Charles
Webb & Company, a division of Keefe, Bruyette & Woods, Inc., to provide proxy
solicitation and vote tabulation services, to act as inspector of election and
to provide financial and marketing advisory services for the Offerings, for an
aggregate fee equal to 1.25% of the dollar value of all Common Stock sold in the
Offerings (as such terms are defined in the Plan of Stock Issuance), subject to
certain limitations. See "The Offerings - Marketing Arrangements" in the
Prospectus. The Bank will bear all costs associated with proxy solicitation and
vote tabulation.
Reasons for Reorganization
See "The Reorganization and Stock Issuance - Purposes of the
Reorganization" and "-Effects of the Reorganization" in the Prospectus for a
discussion of the basis upon which the Board of Directors determined to
undertake the proposed Reorganization. As more fully discussed in those sections
and in other sections of the Prospectus, the Board of Directors believes that
the Plan of Reorganization is in the best interest of the Bank, its members and
the communities it serves.
Stock-Based Benefits to Management
See "Summary - Benefits of Reorganization to Officers and Directors,"
and "Management - Employment Agreements" and "-Benefits" in the Prospectus for a
discussion of the interests of management in the Reorganization and Stock
Issuance.
Review of OTS Action
Any person aggrieved by a final action of the OTS which approves, with
or without conditions, or disapproves a plan of reorganization may obtain review
of such action by filing in the court of appeals of the United States for the
circuit in which the principal office or residence of such person is located, or
in the United States Court of Appeals for the District of Columbia, a written
petition praying that the final action of the OTS be modified, terminated or set
aside. Such petition must be filed within 30 days after the publication of
notice of such final action in the Federal Register, or 30 days after the
mailing by the applicant of the notice to members as provided for in 12 C.F.R.
ss.563b.6(c), whichever is later. The further procedure for review is as
follows: A copy of the petition is forthwith transmitted to the OTS by the clerk
of the court and thereupon the OTS files in the court the record in proceeding,
as provided in Section 2112 of Title 28 of the United States Code. Upon the
filing of the petition, the court has jurisdiction, which upon the filing of the
record is exclusive, to affirm, modify, terminate, or set aside in whole or in
part, the final action of the OTS. Review of such proceedings is as provided in
Chapter 7 of Title 5 of the United States Code. The judgment and decree of the
court is final, except that they are subject to review by the Supreme Court upon
certiorari as provided in Section 1254 of Title 28 of the United States Code.
Risk Factors
See "Risk Factors" in the Prospectus for a discussion of certain factors
that should be considered by prospective investors, including, among other
factors, control of the Company by the MHC, waiver of dividends by the MHC, the
potential for a low return on equity following the Reorganization and the
uncertainty as to future growth opportunities, the dilutive effect of the
issuance of additional shares of Common Stock, the charitable foundation to be
established in connection with the Reorganization, the potential effects of
changes in interest rates and the current interest rate environment, risks
related to construction and land development loans, multi-family residential
real estate loans, commercial real estate loans and commercial business loans,
competition, the Bank's geographic concentration of loans, certain anti-takeover
provisions, regulatory oversight, the absence of a market for the Common Stock,
a possible
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increase in the number of shares issued in the Reorganization, potential
increased compensation expenses after the Reorganization, possible adverse tax
consequences of the distribution of subscription rights to purchase the Common
Stock, compliance with the Year 2000 issues, certain additional anti-takeover
considerations and the potential delay in consummation of the Reorganization and
the irrevocability of orders.
Certain Additional Anti-Takeover Considerations. The MHC will own more
than a majority of the issued and outstanding shares of Common Stock and,
accordingly, will be able to elect all of the members of the Board of Directors
of the Company and will be able to control the outcome of most matters presented
to stockholders for their approval. See " - Control of the Company by the MHC"
in the Prospectus. In addition, certain provisions in the Company's Charter and
Bylaws and Federal law and regulations as well as the anticipated stock
ownership levels of the Bank's management will provide certain additional
anti-takeover provisions.
The Company's Charter and Bylaws contain certain provisions that could
discourage non-negotiated takeover attempts that certain stockholders might deem
to be in their interests or as a result of which stockholders might otherwise
receive a premium for their shares over the then current market price and that
may tend to perpetuate existing management. These provisions include the
classification of the terms of the members of the Board of Directors, the
elimination of cumulative voting by stockholders in the election of directors,
certain provisions relating to meetings of stockholders, and restrictions on the
acquisition of the Company's equity securities. The Charter also authorizes the
issuance of up to 10,000,000 shares of Preferred Stock as well as additional
shares of Common Stock. Such shares could be issued without stockholder approval
on terms or in circumstances that could deter a future takeover attempt. In
addition, Federal law provides for certain restrictions on acquisition of the
Company and Bank. See "Certain Restrictions on Acquisition of the Company and
the Bank"in the Prospectus.
Directors and executive officers of the Bank expect to purchase
approximately 200,000 shares of Common Stock, which would equal 4.74% of the
total issued and outstanding shares assuming the sale of 1,840,000 shares at the
mid-point of the Estimated Offering Range. See "Proposed Management Purchases"
in the Prospectus. The directors who act as trustees of the ESOP are also
expected to immediately control the voting of 8% of the shares of Common Stock
sold in the Offerings through the ESOP, at least until an allocation has been
made under the ESOP. Under the terms of the ESOP, after an allocation has been
made, the unallocated shares will be voted by the trustees in the same
proportion as the allocated shares are voted by the ESOP participants.
The Company intends to seek stockholder approval of the Company's
proposed Recognition Plan, which is a non-tax qualified restricted stock plan
for the benefit of directors, officers, and employees of the Company and the
Bank. Assuming the receipt of stockholder approval, which stockholder approval
cannot be obtained earlier than six months following the Reorganization pursuant
to regulations of the OTS, the Company expects to acquire Common Stock on behalf
of the Recognition Plan, in an amount equal to 4% of the Common Stock sold in
the Offerings, or 62,560 shares and 84,640 shares at the minimum and maximum of
the Estimated Offering Range, respectively. These shares will be acquired either
through open market purchases, if permissible, or from authorized but unissued
Common Stock. Under the terms of the Recognition Plan, recipients of awards will
be entitled to instruct the trustee of the Recognition Plan as to how the
underlying shares should be voted, and the trustee will be entitled to vote all
unallocated shares in its discretion. If the shares are purchased in the open
market, directors and executive officers would have effective control over 7.31%
or 5.86% of the Common Stock outstanding at such time based upon the minimum and
the maximum of the Estimated Offering Range, respectively, before giving effect
to the potential exercise of any stock options by directors and officers of the
Company and the Bank, and shares held by the ESOP. If approved by stockholders
at a meeting held no earlier than six months following the Reorganization, the
Company intends to reserve for future issuance pursuant to the Stock Option Plan
a number of authorized shares of Common Stock equal to an aggregate of 10% of
the Common Stock sold in the Offerings (184,000 shares, based on the issuance of
1,840,000 shares at the mid-point of the Estimated Offering Range). See
"Management - Benefits - Stock Option Plan" in the Prospectus. Management's
potential stock ownership interest could, together with additional stockholder
support, make more difficult takeover attempts that certain stockholders deem to
be in their best interest and may tend to perpetuate existing management.
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Upon completion of the Reorganization, the Foundation will own 1.7% of
the total shares of the Common Stock outstanding. Such shares will be owned
solely by the Foundation; however, pursuant to a condition expected to be
required by regulatory authorities, it is anticipated that the shares of Common
Stock held by the Foundation will be voted in the same ratio as all other shares
of the Common Stock voted on all proposals considered by the stockholders of the
Company. As such, the Company does not believe the Foundation will have an
anti-takeover effect on the Company. However, in the event that the OTS were to
waive this voting restriction for the reasons described herein as provided in
the condition, the Foundation's Board of Directors would exercise sole voting
power over such shares and would no longer be subject to the restriction. See
"The Reorganization and Stock Issuance - Establishment of the Foundation
Regulatory Conditions Imposed on the Foundation" in the Prospectus. In the event
the OTS waived the voting restriction (although it is not currently anticipated
that the Company and the Foundation will seek such a waiver), management of the
Company and the Bank may benefit to the extent that the Board of Directors of
the Foundation determines to vote the shares of Common Stock held by the
Foundation in favor of proposals supported by the Company and the Bank.
Upon consummation of the Reorganization, the Bank intends to enter into
a two-year employment agreement with the Bank's President and one-year
employment agreements with the Bank's three other executive officers. Such
agreements provide for severance payments under certain conditions after a
change-in-control of the Bank. Such severance provisions may have the effect of
increasing the cost of an acquisition of the Bank and, thereby, may discourage
future attempts to acquire the Company or the Bank. See "Management - Management
of the Bank Employment Agreements" in the Prospectus.
Procedures for Stockholder Nominations
The Company's Bylaws provide that any stockholder desiring to make a
nomination for the election of directors or a proposal for new business at a
meeting of stockholders must submit written notice to the Secretary of the
Company not less than 30 or more than 60 days in advance of the meeting. The
Bylaws further provide that if a stockholder seeking to make a nomination or a
proposal for new business fails to follow the prescribed procedures, the
chairman of the meeting may disregard the defective nomination or proposal.
Management believes that it is in the best interests of the Company and its
stockholders to provide sufficient time to enable management to disclose to
stockholders information about a dissident slate of nominations for directors.
This advance notice requirement may also give management time to solicit its own
proxies in an attempt to defeat any dissident slate of nominations should
management determine that doing so is in the best interest of stockholders
generally. Similarly, adequate advance notice of stockholder proposals will give
management time to study such proposals and to determine whether to recommend to
the stockholders that such proposals be adopted.
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Additional Information
A copy of the Plan of Reorganization, Plan of Stock Issuance, the
proposed Federal Stock Charter and Bylaws of the Company, the proposed Federal
Stock Charter and Bylaws of the Bank and the proposed Charter and Bylaws of the
MHC are available without charge from the Bank. Also, a copy of the Certificate
of Incorporation and Bylaws of the Foundation are available without charge from
the Bank. Requests for copies of any such documents should be directed to: John
T. Powers, Corporate Secretary, Willow Grove Bank, Welsh and Norristown Roads,
Maple Glen, Pennsylvania 19002.
THE ATTACHED PROSPECTUS IS AN INTEGRAL PART OF THIS PROXY STATEMENT AND
CONTAINS DETAILED INFORMATION ABOUT THE BANK, THE COMPANY, THE MHC, THE
FOUNDATION, THE REORGANIZATION AND STOCK ISSUANCE, INCLUDING, THE RIGHTS OF
ELIGIBLE ACCOUNT HOLDERS, SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS AND OTHER
MEMBERS TO SUBSCRIBE FOR SHARES OF THE COMPANY'S COMMON STOCK. MEMBERS AS OF THE
VOTING RECORD DATE ARE URGED TO CONSIDER SUCH INFORMATION CAREFULLY PRIOR TO
SUBMITTING THEIR PROXIES.
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WILLOW GROVE BANK REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WILLOW
GROVE BANK ("WILLOW GROVE" OR THE "BANK") FOR USE ONLY AT A SPECIAL MEETING OF
MEMBERS TO BE HELD ON ___________, 1998 AND ANY ADJOURNMENT THEREOF.
The undersigned being a member of Willow Grove, hereby authorizes the
Board of Directors of Willow Grove or any successors in their respective
positions, as proxy, with full powers of substitution, to represent the
undersigned at the Special Meeting of Members of the Willow Grove to be held at
______________________________________________________, _____________, ________
_____ on ______________, 1998, at ___:00 p.m., Eastern Time, and at any
adjournment of said meeting, and thereat to act with respect to all votes that
the undersigned would be entitled to cast, if then personally present, as set
forth below:
(1) To vote FOR or AGAINST a Plan of Reorganization ("Plan of
Reorganization") pursuant to which Willow Grove would be converted from
a federally chartered mutual savings bank to a federally chartered stock
savings bank as a wholly owned subsidiary of Willow Grove Bancorp, Inc.
(the "Company"), and the Company will become a majority-owned subsidiary
of Willow Grove Mutual Holding Company (the "MHC"), a federally
chartered mutual holding company, and the transactions provided for in
such Plan of Reorganization.
FOR [ ] AGAINST [ ]
(2) To approve the creation of The Willow Grove Foundation and
the Company's contribution to the Foundation of shares of Company
Common Stock pursuant to the Plan of Reorganization.
FOR [ ] AGAINST [ ]
(3) To vote, in its discretion, upon such other business as
may properly come before the Special Meeting or any adjournment
thereof. Except with respect to procedural matters incident to the
conduct of the meeting, management is not aware of any other such
business.
This proxy, if executed, will be voted FOR adoption of the Plan of
Reorganization and FOR the creation of the Foundation if no choice is made
herein. Please date and sign this proxy on the reverse side and return it in the
enclosed envelope.
(Continued and to be signed on other side)
(Continued from other side)
Any Member giving a proxy may revoke it at any time before it is voted
by delivering to the Secretary of Willow Grove either a written revocation of
the proxy, or a duly executed proxy bearing a later date, or by voting in person
at the Special Meeting.
The undersigned hereby acknowledges receipt of a Notice of Special
Meeting of the Members of Willow Grove called for the __th day of ___________,
1998 and a Proxy Statement for the Special Meeting prior to the signing of this
Proxy.
Date:
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Signature
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Signature
Note: Please sign exactly as your name
appears on this Proxy. Only one signature is
required in the case of a joint account.
When signing in a representative capacity,
please give title.