UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed by
the Registrant
R
Filed by
a Party other than the Registrant
*
Check the
appropriate box:
*
Preliminary
Proxy Statement
R
Definitive
Proxy Statement
*
Definitive
Additional Materials
*
Soliciting
Material Pursuant to §240.14a-11(c) or §240.14a-12
WAUWATOSA
HOLDINGS, INC.
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement)
Payment
of Filing Fee (Check the appropriate box):
R
No
fee required.
*
$125
per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
*
$500
per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
*
Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title
of each class of securities to which transaction applies:
2) Aggregate
number of securities to which transaction applies:
3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
4) Proposed
maximum aggregate value of transaction:
*
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:
June 2,
2008
Dear
Fellow Shareholder,
We invite you to attend the Wauwatosa
Holdings, Inc. Special Meeting of Shareholders, which will be held at the
WaterStone Bank SSB Corporate Office, 11200 West Plank Court, Suite 400,
Wauwatosa, Wisconsin at 10:00 a.m., Central Time, on July 18,
2008.
For this
Special Meeting of Shareholders, we are furnishing proxy materials to our
shareholders over the Internet, as permitted by new rules adopted by the
Securities and Exchange Commission. You may read, print and download
our Proxy Statement at
www.proxyvote.com
. On
June 2, 2008, we mailed our shareholders a notice containing instructions on how
to access these materials and how to vote their shares online. The
notice provides instructions on how you can request a paper copy of these
materials by mail, by telephone or by e-mail. If you requested your
materials via e-mail, the e-mail contains voting instructions and links to the
materials on the internet.
You may
vote your shares by internet, by telephone, by regular mail or in person at the
special meeting. Instructions regarding the various methods of voting
are contained on the notice and on the Proxy Card.
The proxy
materials describe the formal business to be transacted at the special meeting.
On behalf of the Board, we request that you vote your shares now, even if you
currently plan to attend the special meeting. This will not prevent
you from voting in person, but will assure that your vote is
counted.
Sincerely,
DOUGLAS
S. GORDON
Chief
Executive Officer
TABLE OF CONTENTS
WAUWATOSA HOLDINGS, INC.
11200
W. Plank Ct.
Wauwatosa,
Wisconsin 53226
(414)
761-1000
______________________________
NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS
TO BE HELD ON July 18, 2008
_____________________________
To the
Shareholders of Wauwatosa Holdings, Inc.:
The
special meeting of shareholders of Wauwatosa Holdings, Inc. will be held on July
18, 2008, at 10:00 a.m., Central Time, at the WaterStone Bank SSB Corporate
Office, 11200 West Plank Court, Suite 400, Wauwatosa, Wisconsin for the
following purposes:
|
(1)
|
Approving
an amendment to Wauwatosa Holdings, Inc.’s charter to change Wauwatosa
Holdings, Inc.’s name to Waterstone Financial, Inc.
;
and
|
|
(2)
|
Transacting
such other business as may properly come before the special meeting or any
adjournment thereof.
|
The board
of directors has fixed the close of business on May 23, 2008 as the record date
for the determination of shareholders entitled to notice of and to vote at the
special meeting and any adjournment thereof. Only shareholders of
record at the close of business on that date will be entitled to vote at the
special meeting. Lamplighter Financial, MHC, our mutual holding
company, owns 73.76% of our outstanding shares and intends to vote its shares in
favor of the proposals described in this proxy statement.
We call
your attention to the proxy statement accompanying this notice for a more
complete statement regarding the matters to be acted upon at the special
meeting. Please read it carefully.
By Order of the Board
of Directors
William F.
Bruss
Senior Vice President
and Secretary
Wauwatosa,
Wisconsin
June 2,
2008
PROXY STATEMENT
WAUWATOSA
HOLDINGS, INC.
11200
W. Plank Ct.
Wauwatosa,
Wisconsin 53226
(414)
761-1000
______________________
SOLICITATION AND VOTING
This
proxy statement and accompanying proxy card are furnished to the shareholders of
Wauwatosa Holdings, Inc. in connection with the solicitation of proxies by the
Wauwatosa Holdings board of directors for use at the special meeting of
Wauwatosa Holdings shareholders on July 18, 2008, and at any adjournment of the
meeting. Our proxy materials are being made available to shareholders beginning
on or about June 2, 2008.
Record Date and Meeting
Information.
The board of directors has fixed the close of
business on May 23, 2008 as the record date for the determination of
shareholders entitled to notice of and to vote at the special meeting and any
adjournment thereof. Only holders of record of our common stock, the
only class of voting stock of Wauwatosa Holdings outstanding, on the record date
are entitled to notice of and to vote at the special meeting. Each
share of common stock is entitled to one vote. At the record date,
there were 31,250,897 shares of common stock validly issued and
outstanding.
The board
of directors of Wauwatosa Holdings knows of no matters to be acted upon at the
special meeting other than as set forth in the notice attached to this proxy
statement. If any other matters properly come before the special
meeting, or any adjournment thereof, it is the intention of the persons named in
the proxy to vote such proxies in accordance with their best judgment on such
matters.
Voting Your
Shares.
Any shareholder entitled to vote at the special
meeting may vote either in person or by a properly executed
proxy. Shares represented by properly executed proxies received by
Wauwatosa Holdings will be voted at the special meeting, or any adjournment
thereof, in accordance with the terms of such proxies, unless
revoked. If no voting instructions are given on a properly executed
proxy, the shares will be voted FOR the charter amendment to change the name of
Wauwatosa Holdings, Inc. to Waterstone Financial, Inc.
A
shareholder may revoke a proxy at any time prior to the time when it is voted by
filing a written notice of revocation with our corporate secretary at the
address set forth above, by delivering a properly executed proxy bearing a later
date or by voting in person at the special meeting. Attendance at the
special meeting will not in itself constitute revocation of a
proxy. If you are a shareholder whose shares are not registered in
your name, you will need appropriate documentation from your record holder in
order to vote in person at the special meeting.
Shares in Employee
Plans.
Any shareholder who owns shares through an allocation
to that person’s account under the WaterStone Bank SSB Employee Stock Ownership
Plan (the "ESOP") will receive a separate voting instruction card to instruct
the ESOP’s Trustee how to vote those shares. The ESOP Trustee,
Marshall & Ilsley Trust Company NA, will vote shares allocated to those
employees’ ESOP accounts in accordance with the participant’s voting
instructions. The ESOP administrator may vote, in its discretion,
unallocated ESOP shares and any allocated ESOP shares which are not voted by the
individuals to whom they are allocated. It is expected that those
shares will be voted for the proposal.
Shares Held by Ch
aritable Foundation
. Under
applicable
regulations
and the terms of the Plan of Reorganization pursuant to which
WaterS
tone Bank
SSB
(formerly Wauwatosa Savings
Bank)
converted into
the
mutual holding
company form, the Waukesha County Community Foundation,
Inc. must vote all shares of Wauwatosa Holdings common
stock held by it in the same ratio as all other shares of Wauwatosa Holdings
voted on
any
proposal by Wauwatosa Holdings
’
shareholder
s.
On
the record date, the
Waukesha
County
C
ommunity Foundation he
ld
31,442
shares of
Wauwatosa
Holdings common stock.
Quorum and Required
Vote.
A majority of the votes entitled to be cast by the
shares entitled to vote, represented in person or by proxy, will constitute a
quorum of shareholders at the special meeting. Abstentions and broker
non-votes (i.e., proxies from brokers or nominees indicating that such persons
have not received instructions from the beneficial owners or other persons
entitled to vote shares as to a matter with respect to which the brokers or
nominees do not have discretionary power to vote) will be considered present for
purposes of establishing a quorum. The inspector of election
appointed by the board of directors will count the votes and ballots at the
special meeting.
The
affirmative vote of a majority of our shares of common stock outstanding in
person or by proxy at the special meeting is required to approve the charter
amendment to change the name of Wauwatosa Holdings, Inc. to Waterstone
Financial, Inc. An abstention or broker non-vote will have the same
effect as a vote against the charter amendment.
Lamplighter
Financial MHC owns approximately 74% of the outstanding shares of Wauwatosa
Holdings common stock as of the record date. Lamplighter Financial
intends to vote all of its shares in favor of the proposal, which means that its
passage is assured.
Expenses and
Solicitation.
We will pay expenses in connection with the
solicitation of proxies. Proxies will be solicited principally by
mail, but may also be solicited by our directors, officers and other employees
in person or by telephone, facsimile or other means of
communication. Those directors, officers and employees will receive
no compensation therefor in addition to their regular compensation, but may be
reimbursed for their related out-of-pocket
expenses. Brokers, dealers, bank
s
, or their
nominees, who hold common stock on behalf of another will be asked to send proxy
materials and related documents to the beneficial owners of such stock, and
we
will reimburse those persons
for their reasonable
expenses.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
The table
below sets forth information regarding the beneficial ownership of Wauwatosa
Holdings common stock on the record date by each director, by each executive
officer, by holders of 5% or more of our shares of common stock and by all of
our directors and executive officers as a group. None of the shares
beneficially owned by our directors or officers are pledged as collateral for
loans.
|
Name
of Beneficial Owner
|
|
Number
of Shares and
Nature
of Beneficial
Ownership
(1)(2)
|
|
|
Percent
of
Class
|
|
|
|
|
|
|
|
|
|
|
Lamplighter
Financial, MHC
(4)
|
|
|
23,050,183
|
|
|
|
73.76
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Rebecca
M. Arndt
|
|
|
18,063
|
|
|
|
*
|
|
|
Donald
P. Bray
|
|
|
0
|
|
|
|
*
|
|
|
William
F. Bruss
|
|
|
31,359
|
|
|
|
*
|
|
|
Thomas
E. Dalum
|
|
|
48,351
|
|
|
|
*
|
|
|
Douglas
S. Gordon
|
|
|
203,338
|
|
|
|
*
|
|
|
Michael
L. Hansen
|
|
|
185,844
|
|
|
|
*
|
|
|
Richard
C. Larson
|
|
|
45,493
|
|
|
|
*
|
|
|
Patrick
S. Lawton
|
|
|
153,275
|
|
|
|
*
|
|
|
Stephen
J. Schmidt
|
|
|
36,500
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
All
directors and executive officers
as
a group (9 persons)
(3)
|
|
|
1,255,285
|
|
|
|
4.02
|
%
|
|
(1)
|
Unless
otherwise noted, the specified persons have sole voting and dispositive
power as to the shares. Number of shares identified as
indirect, beneficial ownership with shared voting and dispositive power:
Ms. Arndt – 1,875; Mr. Bruss – 7,859; Mr. Dalum – 13,351; Mr. Gordon –
13,209; Mr. Hansen – 155,000; Mr. Larson – 7,993; Mr. Lawton – 19,600;
group – 751,949. See also note (3)
below.
|
|
(2)
|
Includes
the following shares subject to options exercisable within 60 days of the
record date: Ms. Arndt – 5,000; Messrs. Bruss, Dalum, Hansen,
Larson, Lawton and Schmidt – 10,000 shares each; Mr. Gordon – 50,000; all
directors and executive officers as a group –
115,000.
|
|
(3)
|
The
total for the group (but not any individual) includes 533,062 unallocated
shares held in the ESOP, as to which voting and dispositive power is
shared. As administrator, WaterStone Bank SSB (through its
board) may vote, in its discretion, shares which have not yet been
allocated to participants. Employees may vote the shares
allocated to their accounts; the administrator will vote unvoted shares in
its discretion. Allocated shares are included only if allocated
to executive officers, in which case they are included in those
individuals' (and the group's) beneficial
ownership.
|
|
(4)
|
The
mailing address of Lamplighter Financial, MHC is 11200 W Plank Ct.,
Wauwatosa, WI 53226.
|
The above
beneficial ownership information is based on data furnished by the specified
persons and is determined in accordance with Rule 13d-3 under the Securities
Exchange Act, as required for purposes of this proxy statement. It is
not necessarily to be construed as an admission of beneficial ownership for
other purposes.
PROPOSAL– CHARTER AMENDMENT TO CHANGE THE NAME OF
WAUWATOSA HOLDINGS, INC. TO WATERSTONE FINANCIAL, INC.
General
Description of the Amendment
The
amendment would change the name of Wauwatosa Holdings, Inc. to Waterstone
Financial, Inc. The form of amendment of the charter is attached hereto as
Appendix
A
.
Wauwatosa
Holdings Reasons for the Amendment
Wauwatosa
Holdings’ board of directors has concluded that the name Wauwatosa Holdings,
Inc. no longer reflects the institution’s geographic market as its subsidiary
bank has expanded its banking activities beyond Wauwatosa,
Wisconsin. During the month of February, 2008, Wauwatosa Savings Bank
invited its customers and members of the community to take part in helping
choose Wauwatosa Savings Bank’s new name. WaterStone Bank SSB was selected and
officially became the name of the bank in May, 2008. Accordingly, the
board of directors has decided to match the holding company’s name with the new
name of the bank. The board of directors believes the charter
amendment is in the best interests of the shareholders.
Stock
Certificates
If the amendment to change the name of
Wauwatosa Holdings is approved by shareholders, registered shareholders
are not
required to submit
their current stock certificates to Wauwatosa Holdings’ transfer agent,
Registrar and Transfer Company, for new stock certificates. Stock certificates
of registered shareholders will continue to entitle registered shareholders to
all of the rights and privileges as a shareholder and may be freely transferred
subject to any applicable laws or regulations.
Recommendation
and Vote Required
The
approval of the charter amendment proposal will require the affirmative vote of
the holders of a majority of the outstanding shares of Wauwatosa Holdings common
stock on the record date in person or by proxy at the special meeting.
An abstention or broker non-vote will have the same effect as a vote
against the charter amendment.
Lamplighter
Financial MHC owns approximately 74% of the outstanding shares of Wauwatosa
Holdings common stock as of the record date. Lamplighter Financial
intends to vote all of its shares in favor of the proposal, which means that its
passage is assured.
Wauwatosa
Holdings’ board of directors unanimously recommends that its shareholders vote
“For” the approval of the charter amendment to change the name of Wauwatosa
Holdings, Inc. to Waterstone Financial, Inc.
SHAREHOLDER PROPOSALS AND NOTICES
Shareholder
proposals in connection with next year’s annual meeting of shareholders must be
received by the Secretary of Wauwatosa Holdings, William F. Bruss, no later than
November 28, 2008 in order to be considered for inclusion in the 2009 annual
meeting proxy materials pursuant to SEC Rule 14a-8.
Under SEC
rules relating to the discretionary voting of proxies at shareholder meetings,
if a proponent of a matter for shareholder consideration (other than a
shareholder proposal) fails to notify Wauwatosa Holdings at least 45 days prior
to the month and day of mailing the prior year’s proxy statement, then
management proxies are allowed to use their discretionary voting authority if a
proposal is raised at the annual meeting, without any discussion of the matter
in the proxy statement. Therefore, any such matters must be received
by February 8, 2009 in the case of the 2009 annual meeting of
shareholders.
Our
bylaws provide an advance notice procedure for certain business, or nominations
to the Board of Directors, to be brought before an annual
meeting. For business to be properly brought before an annual meeting
by a shareholder, the shareholder must have given timely notice thereof in
writing to our Secretary. To be timely a shareholder’s notice must be
delivered to or mailed and received at our principal executive offices no later
than 30 days before the date of the meeting. A shareholder’s notice
to the Secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (a) a brief description of the business desired
to be brought before the annual meeting, (b) the name and address, as they
appear on our books, of the shareholder proposing such business, (c) the class
and number of shares of Wauwatosa Holdings, Inc. which are beneficially owned by
the shareholder, and (d) any material interest of the shareholder in such
business. The chairman of an annual meeting may, if the facts
warrant, determine and declare to the meeting that certain business was not
properly brought before the meeting in accordance with the provisions of our
Bylaws, and if he should so determine, he shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted. This provision is not a limitation on any other
applicable laws and regulations.
By Order of the Board
of Directors
William F. Bruss
Senior Vice
President and Secretary
Wauwatosa,
Wisconsin
June 2,
2008
We
will provide a copy of our Form 10-K (without exhibits) without charge to any
record or beneficial owner of our common stock on the written request of that
person directed to: Richard C. Larson, Chief Financial Officer,
Wauwatosa Holdings, Inc., 11200 W Plank Ct, Wauwatosa,
WI 53226. The 10-K provides a list of exhibits, which will
be provided for a reasonable fee to reflect duplication and mailing costs;
exhibits are also available through the SECs website at
www.sec.gov
.
APPENDIX A
CHARTER
AMENDMENT OF WAUWATOSA HOLDINGS, INC.
Section 1 of the Company’s Charter will
be amended to read as follows:
Section 1. Corporate
Title
. The full corporate title of the Mutual Holding Company
subsidiary holding company is Waterstone Financial, Inc. (the
“Company”).
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