Documents filed at the Securities and Exchange Commission tell stockholders considerably more than they knew a week ago about the imminent sale of Women's National Bank, but despite fulfilling legal requirements, information in the SEC filings doesn't address lingering stockholder questions.
If anything, the documents raise even more questions about the suddenness with which directors of the bank's holding company, First WNB Corp., accepted an offer from investor Leo Bernstein to buy control of Women's National.
Perhaps the most intriguing disclosure of all is the holding company's account of events that led to acceptance of the offer. With only one director dissenting, directors of the company approved an agreement with Bernstein on April 25, and recommended its acceptance by shareholders.
April 25 sticks out in the minds of dissident shareholders, and for good reason. More on that later.
First WNB's board considered several factors in reaching its decision on the date in question, the company relates in papers filed at the SEC. Among those factors, the company said, was its report at the end of 1982 that the bank had experienced a loss of $379,000 before securities gains and a net loss of $249,000.
Then, in the first quarter of this year, Women's National reported a net loss of $80,000.
In the meantime, First WNB recounted, Emily H. Womach resigned as chair and president of the bank in early March after suffering serious injuries in an auto accident.
Sometime in late April, four "parties," which First WNB did not identify, "came forward with proposals" to purchase an interest in or merge with the company. Still left unanswered, however, is why four parties became interested almost simulataneously in striking a deal with First WNB. It's obvious, nonetheless, that it had become common knowledge within local banking circles that the company was ready to discuss a deal.
On April 22, First WNB's board called a special meeting to discuss the four proposals. But the meeting was recessed until April 25 to allow a special committee to obtain additional information from each of the four parties that had submitted proposals.
Three days later, on April 25, Bernstein, acting on his own behalf as an investor and not in his capacity as chairman of Security National Bank, sent a letter to First WNB's board, informing it of his willingness to purchase at least 51 percent of the corporation at $17.50 a share.
Among the conditions set by Bernstein was a stipulation that his offer be approved by First WNB's board no later than 7 p.m. the same day--April 25.
And, indeed, on April 25, First WNB's directors reconvened and voted to accept Bernstein's offer because, they said, the price was equal to or higher than those contained in other proposals, because of Bernstein's banking experience in the District and because of the flexibility it gives shareholders to sell or retain their stock.
Moreover, First WNB said it accepted Bernstein's offer, despite the short notice, because of "the company's current financial condition, historic and recent results of operations, and future prospects, the current climate for banks and the interests of the company's employes, customers and suppliers."
The other proposals were deemed inadequate because the prices offered for the company's stock did not exceed the figure in Bernstein's offer. What's more, "the names of all persons in one offering group were not disclosed to the board of the company as requested" and "the last proposal lacked the necessary specificity to be acted upon."
What First WNB fails to disclose, however, is that it refused to consider a proposal from a group of shareholders who offered to provide a badly needed cash infusion through the purchase of authorized but unissued shares.
Sources within the bank say the group had committed itself to investing half a million dollars initially. The group also planned to raise an additional $1.5 million for purchases of unissued stock and to hire another chief executive to fill the vacancy left by Womach's resignation.
To the chagrin of the shareholders involved in the plan, First WNB agreed to allow Bernstein to purchase authorized but unissued shares if he gets less than 51 percent of the common stock in a tender offer to shareholders.
Still smarting from First WNB's quick approval of Bernstein's offer, a member of the investor group also questions the board's approval of a two-week review period in which Bernstein "had a free look at the books."