WM: Confidential Limited AccessReview
Consolidated ReportsMessrs. Casey, McMurray, Williams and Rotella submitted reports on the financialcondition
the Holding Company and its subsidiaries, including the Bank, on aconsolidated basis, including information responsive to questions and requests raisedpreviously
the Board. The reports included information on financial results, assetquality, liquidity and capital.Investment
Goldman Sachs, and
Lehman Brothers, jointly presentedmaterial previously provided to the Board
the presentation by briefly reporting
three bids had been received from private
purchasingequity securities from the Holding Company, and
conversations were underway
institutional investors. One financial institution
submitted a bid to purchase theHolding Company and its subsidiaries, including the Bank. The presentation byinvestment bankers included information on the various capital raising proposals, theproposal to purchase
Holding Company and the overall capital raising process. Amore detailed description
the HoldingCompany.Issues Related to
Mr. Meyerson presented information on the form
equity securities to
offered by the
Holding Company and the various regulatory and legal steps that would need to be taken,including obtaining approval by the Holding Company's shareholders.Executive Session
Killinger asked that the meeting go into executive session. Allmembers
management left the meeting
this time. other
Messrs. David,Landefeld. Rotella and Killinger.
Meyerson also remained.
David thensubmitted his presentation on compensation issues related to the recapitalization plan andprovided information in response to an earlier request from the Board reviewingexecutive management's economic incentives to pursue the different strategicalternatives. After answering questions from the Board, Messrs. David and Rotella leftthe meeting. The Board then engaged
a thorough discussion regarding the HoldingCompany's financial condition and the relative merits
the different strategic andfinancial alternatives for the Holding Company under the circumstances. The Board fullydiscussed the pros and cons
raising different amounts
capital. Messrs. Killinger,Landefeld and Meyerson responded to numerous questions, including questions posedpreviousfy, such as the difference between the fees that would be earned by theinvestment bankers for raising capital as opposed to entering into a merger agreement.Mr. Meyerson responded
a question regarding the Holding Company's ability
buyback stock in the future. Messrs. Wolitzer and Erlanger rejoined the meeting to respondto additional questions, including a question about what other institutions might also beseeking capital and how much information about the Holding Company would beprovided to the "wall crossed" institutional investors as compared to private equity firms.
Rvw o Conodatd
essrs. Cy, McMay Wlls nd Roel submted res o he ccondton o te oldng Copy s subsidiaries, includng te Bank o
sis, includg nfoati rsnsve quesons and reques raise revosly y e Bod. Te ros ncuded foo o nci ss, asse
qudty d capal.
nvtmt Hak' Pntatio
r ahny of Golma Sach d
Ccero Lehm Bthers, jny resen terl prvusly proid to he Bar e� e enao tOlymc's Board of irec"
Mey g e t y ey r
td ha e rei
prvate eq s nerese
cheqy res om e Holdg Comy, d
sumte a h hldn Cmy d is subside cludn h Bk.
pseo yinveset anke includ foao n he v ci sn s, he sa t urche
Holdng Comy e ov cai s e
mo ele descripo of e psen
se oh he mute of he ldin ompy
Meyeo resented nfoo
o f ty se er y he
HldingCom pay andthe vaos r gu tod ests wuld ne to b ke ,
icludin oini g ap roval byth e HlngCmy's shrehlde.
nge k a e mg n execuve sesso
mem of magemen le he meeg
s ie ohe
Mes. Dd,deeld otell d Kling
eyers al mane
Davd esued hs presentation on mo ises relte to the rtaltio l povd resnse t le eques m e Bod reengeuve management's onomc cenves pse he de sec teves. Aer
queson om he Bard
Dad otell lee meen.
Board then engag
thorough discusson gdn he Hldgompy's ncal condto d he relve met of the deren sategc dnci
oldng Cmpy unde the cisances e Board lydscused e pros d cos of rasng deret of cat ess lge,andefeld
queson, cudng queson s
bewen te fs
d be eed by the
oppose o enrg
Meerso rspone o
questo regarg th
bck stock t ur. essrs.
Erger rejo h meng to
to onal uestos, ncug queso bout wh oer nons
gt aso be
sekg captl an o uch noato ou
Holg ompy ou
compare o prve equy