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 PRINCETON, N.J., March 9 /PRNewswire/ -- The following letter was included with the proxy statement which was sent by UJB Financial Corp. (NYSE: UJB) to its shareholders:
 You are cordially invited to attend the annual meeting of shareholders of UJB Financial Corp. on Monday, April 20, 1992, at 2 p.m. at the Hyatt Regency Princeton, Princeton, N.J. Your board of directors and management look forward to greeting personally those shareholders able to attend.
 We enter 1992 following four quarters of steadily improving earnings in 1991. This resulted in a profit of $22.4 million for the year, a strong rebound from a difficult 1990. We are encouraged by UJB Financial's strong capital base, increasing market share in commercial and consumer loans and deposits, decreasing level of non-performing assets for two successive quarters and the leadership provided by our experienced management team.
 A dissident shareholder group led by Neil J. Weisman and Robert I. Cohen(A), reported owners of 9.9 percent of your company's common stock, intends to start a proxy contest in opposition to your board of directors. The Weisman/Cohen group will attempt to replace five of your company's seasoned, well-qualified directors with five of their own hand-picked candidates at the upcoming annual meeting.
 Messrs. Weisman and Cohen are urging that UJB Financial be sold or merged in what we believe is an effort to quickly capture a short-term, one-time gain and are asking shareholders to support a proposal to that end, in addition to electing their director nominees. We are convinced that this proposal is ill-conceived and not in the best long-term interest of UJB Financial and all its shareholders.
 Your board of directors has unanimously determined to oppose the election of the Weisman/Cohen candidates and any attempt to be pressured into selling your company at this time for the reasons described below. Simply put, this is not the time to sell your company.
 (A) -- The reported other members of this group are Chilmark Capital Corp., Chilmark Capital Corp. Profit Sharing Plan, Chilmark Capital Partners, L.P., Chilmark Offshore Capital Fund Ltd. (organized in the British Virgin Islands with a business address on Grand Cayman Island), Ben Cohen, Joshua B. Weisman Trust and Jordan Z. Weisman Trust. Chilmark Capital Corp. has purchased UJB stock on behalf of, among others, GamCan Limited (organized in the British Virgin Islands with a business address on the Isle of Man), Albert Ginsberg and Trivest-I Limited Partnership.
 Take a Close Look at the Weisman/Cohen Group
 The Weisman/Cohen group, led by a firm of money managers with five employees, includes in its ranks foreign investment entities and an unknown number of unidentified investors. Your company has been unable to identify all of the officers or investors of many of the various entities in the group, their backgrounds, or what arrangements or relationships exist among them. Your company is a financial services institution based on trust and service to the community. Accordingly, we hope that Messrs. Weisman and Cohen will come forward and supply complete information to shareholders before this election contest is over so that you may assess the nature of these people.
 By way of background, Weisman and Cohen first announced they were shareholders of UJB Financial in May 1990. Since that time they have pressed us for consideration of what is, in our opinion, their own personal agenda. Various members of your board and management held discussions with them, as we would do with any large shareholder, and it became clear to us that they were only interested in their own limited viewpoint. At no time were any of their current corporate governance proposals raised in discussions with us.
 As an example of their motives and tactics, last September they told your management that if the company sought additional equity in the capital markets at current market prices, they would take it as a "personal affront," and threatened to wage a proxy contest to elect four directors to the UJB Financial board at the next annual meeting. Subsequently, in October of 1991, Mr. Weisman sent a letter to your board requesting that the board consider the possibility of merging or consolidating with some other bank and further requesting the board to form a committee to discuss and evaluate such a possibility.
 Your Board of Directors and Management Fully
 Considered the Weisman/Cohen Requests
 Although the board periodically considers alternative strategies to maximize shareholder value, the board specifically responded to the letter received from Mr. Weisman in October of 1991 by undertaking a review of his suggestions. Your board carefully reviewed the advisability of seeking a regional banking merger partner that might offer a premium to UJB Financial's shareholders and asked the company's financial advisor, Merrill Lynch & Co., for their advice and judgment. Merrill Lynch has been advising the company from time to time since 1986 and thus was generally familiar with our operations and performance and with the business objectives and strategies adopted by your board in December 1990. In advising the board of directors as to the advisability of pursuing the Weisman suggestion, Merrill Lynch updated its information as to the company primarily through discussions with management and
also considered the general merger climate and economic conditions. Merrill Lynch was not authorized to, and did not, solicit the sale of UJB Financial and did not generate independent financial analysis of the company.
 Merrill Lynch advised the board at a Nov. 18, 1991, meeting of its general view that it would be inadvisable at this time for UJB Financial to initiate the type of active discussions contemplated by the Weisman letter. Merrill Lynch based its view on a number of factors including, among other things:
 -- Merrill Lynch's view that the current climate for mergers among financial institutions in the mid-Atlantic region was generally unfavorable to sellers and favorable to buyers, based upon the currently depressed economic situation in the region;
 -- Merrill Lynch's judgment that once the economy stabilizes, and as UJB Financial's progress continues, the market should better recognize UJB Financial's inherent strengths, thereby further enhancing its market valuation; and
 -- Merrill Lynch's observation that commencing a sales process in the current environment could be significantly disruptive to UJB Financial's operations and performance and could threaten underlying values for shareholders of UJB Financial.
 Management of UJB Financial also presented a review of the company's operating results and financial performance to the board of directors at that meeting. Management also told the board of their conclusion that it was not an appropriate time to seek a merger partner and cited progress that has been achieved in implementing the company's business objectives and strategies. Such progress included five low-cost acquisitions over a two-year period, in which UJB Financial added deposits, expanded its branch network and added new customer accounts; increased commercial and retail market shares for the company in its primary markets of New Jersey and Pennsylvania; and the implementation of aggressive revenue enhancement, cost reduction and consolidation programs resulting in significant annual savings -- all positioning the company to benefit from improved economic conditions.
 Based on these presentations, the board of directors unanimously determined that it is not in the best interest of all UJB Financial shareholders to precipitate a process of selling the company at the wrong time and in the wrong environment because of the risks to the value of the franchise and long-term shareholder values. Nothing has occurred since November to cause your board to change this assessment.
 We Do Not Believe UJB Should Rush Into a Fire Sale of Your Company
 to Let Others Reap the Benefits of All That has Been Accomplished
 for Shareholders. Who Do Weisman and Cohen Represent?
 When the Weisman/Cohen group seeks your vote you should ask yourself, what is their real motivation? As money managers, Messrs. Weisman and Cohen are in the business of seeking investment profits for their clients. Due to the prolonged economic downturn, as Mr. Weisman has admitted, the timing of his purchase of UJB Financial's stock was poor, particularly if his objective was a short-term return for his clients. In our view, Weisman and Cohen are now attempting to salvage their investment strategy by advocating the sale of UJB Financial. We strongly recommend that you do not vote for their nominees.
 Their actions have led the company to initiate a lawsuit against them in Federal Court on Feb. 13, 1992, alleging that Messrs. Weisman and Cohen have made misleading filings with the SEC, have failed to make all required disclosure and have improperly solicited proxies in violation of the federal securities laws. Messrs. Weisman and Cohen have announced that they believe these claims are without merit and that they intend to contest these claims vigorously. The court has yet to make any determinations with respect to the company's claims.
 Look at Their Candidates
 Besides Mr. Weisman, the dissident group wants to elect four other nominees to your board: Ernest Beier Jr.; Milton Dresner; Lee Seidler; and Richard Toll. Mr. Beier describes himself as a self-employed, private real estate developer and investor who is also director of a banking subsidiary of UJB Financial. Mr. Dresner, who resides in Michigan, is also involved in real estate and is a director of Hudson General Corp., an aviation services and real estate development company. Although we are not aware of any accusations of wrongdoing on the part of Mr. Dresner, you should know that Mr. Dresner served on the board of directors of a company controlled by Ivan F. Boesky. Mr. Seidler describes himself as a private investor and was formerly employed by Bear Stearns & Co., Inc. Mr. Seidler, who resides in Florida, is also a director of Players International, Inc. whose most recognized subsidiary, Players Club, targets the recreational gambler through club membership promotional efforts. Finally, Mr. Toll is a general contractor and president of his own construction company.
 We urge you to consider the qualifications and experience of these individuals to serve as directors of UJB Financial -- a company with more than $13 billion in total assets and ranking among the 50 largest bank holding companies in the nation.
 Is Corporate Governance at UJB Financial Really an Issue?
 In addition to seeking election to your board and advocating the sale of your company, the Weisman/Cohen group wants to get your support by advocating the adoption of several corporate governance proposals. Corporate governance matters have not previously been discussed by Messrs. Weisman or Cohen with us.
 Now, when they want your vote, they are raising these issues. We are proud of UJB's record on corporate governance matters and you should not be misled by our opposition to certain of their proposals. Our commitment to corporate governance is clearly evidenced by the composition of your board and each of its working committees. In accordance with UJB's longstanding practice, a large majority of the members of your board are non-employee directors. Further, each of the committees of your board is chaired by a director who is independent of management and a majority of the membership of each committee consists of independent, non-management directors. We believe that the Weisman/Cohen proposals are nothing more than a smokescreen in an effort to win your support for their "fire sale of the company agenda." We will continue to be fully committed to corporate governance in the best interests of all shareholders.
 The Future
 Recently, we reported our 1991 financial results highlighted by our return to profitability and four straight quarters of improved earnings. Notwithstanding the continued recession, we are optimistic about UJB Financial's prospects in 1992. We believe that UJB Financial is poised to benefit from the regional economic recovery when it occurs. We plan to continue working toward our long-term goal of becoming the premier banking organization in our region. Putting your company "on the block" now could severely impair our ability to realize this goal for you, and we believe achieving it is the surest path to greater shareholder value.
 We will continue our efforts to protect and maximize the value of your investment and will keep you informed. Your vote is vital to our efforts. Please sign, date and mail your white proxy card at once.
 Thank you for your continuing support.
 On behalf of your board of directors and management,
 T. Joseph Semrod, Chairman, President and Chief Executive Officer
 -0- 3/9/92
 /CONTACT: Barrie H. MacKay of UJB Financial, 609-987-3350, or Thomas M. Daly Jr. of Kekst and Company, 212-593-2655, for UJB Financial/
 (UJB) CO: UJB Financial Corp. ST: New Jersey IN: FIN SU:

CK -- NY045 -- 6384 03/09/92 11:46 EST
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Date:Mar 9, 1992

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