One of the first things on Leo Bernstein's agenda if he takes control of First WNB Corp.--and that seems likely--ought to be a management seminar in investor relations.
The degree to which it currently exists may have contributed to the situation that prompted directors of the holding company to put up its Women's National Bank subsidiary for sale.
A few First WNB Corp. stockholders have indicated in calls to The Post in recent days that they are either confused or upset by an announcement that directors have accepted an offer from Bernstein to buy 51 percent of the corporation. A more diligent attempt to inform stockholders of the rationale governing directors' decisions in the matter might have helped.
"Why, after begging people to invest in that bank are they so interested in selling it to Mr. Bernstein?" one caller asked.
One woman, who said she paid $22 a share for her stock in Women's National, doesn't understand why the board considers Bernstein's proposed offer of $17.50 a share a fair price. And she wanted to know why First WNB has agreed to sell enough unissued but authorized stock to Bernstein to guarantee his ownership of 51 percent.
"Why didn't they try to sell that unissued stock to shareholders if they needed the money?" the stockholder inquired.
Answers to those and other questions about First WNB's attempts to find a buyer or merger partner have not been provided in official statements. What's more, attempts to reach officials of the bank have proved unsuccessful.
Although he returned a call to his office yesterday, Robert Bisselle, Women's National acting president, refused to discuss either the agreement or the board's decision to sell the bank. Even though he took the time to return the call, Bisselle said, he was too busy to discuss the matter on the telephone.
Granted, Bisselle might have been too busy, as he said. But what about the bank's stockholders? Have they been given all the information to which they are entitled so that they may make intelligent decisions about selling their stock?
In the bank's official announcements, at least, some basic items of public interest have been omitted. For example, Bernstein has agreed to buy 51 percent of the common shares outstanding but nothing in the bank's announcement offers a clue to what the transaction would be worth.
With 100,000 shares of First WNB outstanding, the transaction would be worth more than $892,000 at a minimum.
Bernstein has offered to purchase at least 51 percent of the stock in a cash tender offer. But if he fails to get that much through the tender offer, directors of First WNB have agreed to sell him enough unissued shares to give him the 51 percent.
Assuming he receives regulatory approval, Bernstein is assured of eventual control with that provision in the agreement. With 200,000 shares of unissued stock available, directors can hand him control even if he receives 20 percent of the common stock held by shareholders.
Much of this is a matter of public information, but shareholders ought to be told why the bank is being sold, why some offers have been rejected, why another has been accepted and why that or any other would be beneficial to them and the institution.
They should have been told, for example, that National Bank of Washington offered to acquire First WNB through a stock swap. Moreover, they should have been told why NBW's offer was rejected.
The same should have been done in the case of First Women's Bank of Maryland, which also made a bid to buy the foundering Women's National.
Ultimately, First WNB shareholders may agree that Bernstein's offer to them (which must be made by June 30) is adequate and far and away the best for all concerned. Nonetheless, they should be given a clear and timely explanation by management about why it entered into the agreement.