-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A4YJF3ew1fE51oeqLalqOX8pAgHjwfWZ7RC2YRJqsGyvT9KT1txC8ahoH5489lYk R/IaTDia/3ffjjnFyxARSQ== 0000946275-04-000041.txt : 20040116 0000946275-04-000041.hdr.sgml : 20040116 20040116153132 ACCESSION NUMBER: 0000946275-04-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031229 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSFS FINANCIAL CORP CENTRAL INDEX KEY: 0000828944 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222866913 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16668 FILM NUMBER: 04529718 BUSINESS ADDRESS: STREET 1: 838 MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3027926000 MAIL ADDRESS: STREET 1: 838 MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: STAR STATES CORP DATE OF NAME CHANGE: 19920703 8-K 1 f8k_122903-0312.txt 8K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 29, 2003 WSFS FINANCIAL CORPORATION - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 0-16668 22-2866913 - ---------------------------- ----------------- ----------- (State or other jurisdiction (SEC File No.) (IRS Employer of incorporation) Identification Number) 838 Market Street, Wilmington, Delaware 19899 - ---------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (302)792-6000 ------------- Not Applicable - ------------------------------------------------------------------------------- (Former name or former address, if changed since last Report) WSFS FINANCIAL CORPORATION INFORMATION TO BE INCLUDED IN REPORT ------------------------------------ Item 5. Other Events - --------------------- AHMC Arbitration. On December 29, 2003, WSFS Financial Corporation's ------------------ (the "Company") position in connection with a Demand for Arbitration (the "Demand") filed against Wilmington Savings Fund Society, FSB (the "Bank"), the Company's wholly-owned subsidiary, by American Homestead Mortgage Corp. ("AHMC"), was affirmed. The Arbitrator agreed with the Company's position and awarded AHMC $1,991,520, plus interest, and any "residual interest" owing to AHMC under the Company's 1994 agreement relating to the purchase of reverse mortgage loans from AHMC (the "Arbitration Award"). AHMC had sought an award in excess of $8.0 million. On December 31, 2003, the Bank and AHMC entered into a settlement agreement and release(the "Settlement Agreement"). In the Settlement Agreement, the Company agreed to pay AHMC $2.5 million in final settlement of all amounts AHMC would be entitled to receive under the 1994 agreement and the Arbitration Award. Because the Company had accrued for its expected payments under its contract with AHMC and related costs, the terms of the Settlement Agreement did not have a material impact on the financial condition and results of operations of the Company for the three months, or the fiscal year, ended December 31, 2003. Montchanin Capital Management. On January 12, 2004, the Registrant -------------------------------- issued a press release announcing the formation of Montchanin Capital Management, a new investment management firm to serve the needs of high net worth individuals and small-to-medium sized institutions in the Delaware area. The Registrant also announced that Montachanin Capital Management entered into a definitive agreement to acquire Cypress Capital Management, a Wilmington-based investment advisory firm. For further details, reference is made to the Press Release dated January 12, 2004, which is attached hereto as Exhibit 99 and incorporated herein by this reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - --------------------------------------------------------------- Exhibit 99 - Press release dated January 12, 2004. - ---------- -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. WSFS FINANCIAL CORPORATION Date: January 16, 2004 By: /s/Mark A. Turner ------------------ Mark A. Turner Chief Operating Officer/ Chief Financial Officer -3- EX-99 3 ex99.txt EX99 PRESS RELEASE WSFS Financial Corporation 838 Market Street, Wilmington, Delaware 19801 PRESS RELEASE FOR IMMEDIATE RELEASE Contact: Mark A. Turner January 12, 2004 (302) 571-7160 WSFS ESTABLISHES INDEPENDENT INVESTMENT MANAGEMENT FIRM WILMINGTON DE---WSFS Financial Corporation (NASDAQ/NMS: WSFS), the parent company of Wilmington Savings Fund Society, FSB, has announced the formation of Montchanin Capital Management, a new investment management firm to serve the needs of high net worth individuals and small-to-medium sized institutions in the Delaware area. Named to head the new operation is Charles Burton, who draws upon 30 years of investment experience and since 1984 was managing partner of Philadelphia Ventures, Inc., a prominent Philadelphia-based venture capital firm. In addition to serving as CEO, Mr. Burton will be a minority owner of Montchanin Capital Management. Additionally, Montchanin Capital Management announced an agreement, effective January 1, 2004, to acquire Cypress Capital Management, a Wilmington-based investment advisory firm serving a national clientele of high net worth individuals. Cypress, established in 1984, has been among the more successful value-style investment managers, and is one of a small number of firms to out-perform the market benchmarks over the past three and five-year periods. Richard Arvedlund, founder and president of Cypress, will continue to head the firm as part of Montchanin's ownership of Cypress. At December 31, 2003, Cypress had approximately $350 million in assets under management. WSFS Financial Corporation 838 Market Street, Wilmington, Delaware 19801 Under the terms of the agreement, Montchanin will initially purchase a majority interest in Cypress for approximately $1.2 million and will purchase the remaining interest in Cypress over the next three years at a price based on the trailing performance of the company. Montchanin plans to expand its scale and scope with acquisitions of other similar investment management firms over the next several years. Marvin N. Schoenhals, Chairman and President of WSFS, noted that establishing Montchanin was a key element in the Bank's strategy to provide comprehensive financial services to its growing clientele of high net worth individuals, business owners and foundations. "Now, in addition to credit and depository services, we will be in a position to offer outstanding strategic investment advice and portfolio management," he said. Noting that the formation of Montchanin and the acquisition of Cypress are part of a long-term strategy, Mr. Schoenhals indicated that the moves are expected to have no impact on WSFS' earnings per share in 2004, and are expected to be modestly accretive in 2005. WSFS Financial Corporation is a $2.2 billion financial services company based in Wilmington, Delaware. Its principal subsidiary, Wilmington Savings Fund Society, FSB, operates 23 retail banking offices in Delaware and neighboring counties in southeastern Pennsylvania. Other operating subsidiaries include WSFS Credit Corporation, WSFS REIT, Inc., and WSFS Investment Group, Inc. Additional information on the company may be obtained at www.wsfsbank.com. * * * WSFS Financial Corporation 838 Market Street, Wilmington, Delaware 19801 Statements contained in this news release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by WSFS Financial Corporation with the Securities and Exchange Commission from time to time. The Corporation does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Corporation. ### -----END PRIVACY-ENHANCED MESSAGE-----