Shareholder in JSB, a Long Island Thrift, Trashes Management in Bid to

An institutional shareholder of JSB Financial Inc. is calling for the suburban New York thrift to auction itself off to the highest bidder.

In a statement supporting his shareholder proposal, Thomas Kahn, president of Kahn Brothers & Co., is claiming that the $1.5 billion-asset Lynbrook, N.Y., thrift "continually missed opportunities to enhance shareholder value over the past five years."

In particular, he says the Long Island company hasn't introduced new products or services quickly, hasn't bought available branches, and has "snubbed" merger offers. Also, he said, the thrift hasn't leveraged its excess capital, hindering returns on equity.

And, Mr. Kahn continues, officials have dismissed shareholder complaints about executive pay and refused to hire an independent consulting firm to advise on appropriate salary levels.

The annual meeting is scheduled for May 14.

Thrift officials respond in the proxy that they are aware of their responsibility to consider merger offers or acquisition opportunities "if the price is right."

But they say they're opposed to an auction as it "would be contrary to the best interests and wishes of the majority of our stockholders."

And they argue that the thrift's book value increased 53% between 1990 and 1995, to $32.38, while the dividend has tripled over the same period, to 30 cents per share.

In an interview, Mr. Kahn noted that JSB chairman Park Adikes received about $985,000 in salary and bonus in 1995.

That's more than the $963,000 earned by Thomas Johnson, chairman and chief executive of $14 billion-asset GreenPoint Financial Corp., even though the New York City thrift earned five times as much, Mr. Kahn said.

However, thrift officials argue in the proxy that "the placement of Mr. Adikes' salary and bonus is considered appropriate, in that the company's overall performance, under the leadership of Mr. Adikes, is considered above that of its peers."

Mr. Adikes declined to comment beyond the proxy.

JSB earned $22.2 million in 1995, down 6% from a year earlier, and reported a lackluster return on equity of 6.67%. The thrift's equity-to- assets ratio was 22.01%.

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