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SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Wayne Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
Lori M. Beresford, Muldoon, Murphy & Faucette
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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WAYNE BANCORP, INC.
1195 HAMBURG TURNPIKE
WAYNE, NEW JERSEY 07470
(201) 305-5500
Dear Participant:
As you may know, in connection with the conversion of Wayne Savings Bank,
FSB (the "Bank") from the mutual to the stock form of organization in June 1996,
and the formation of Wayne Bancorp, Inc. (the "Company") as the parent holding
company for the Bank, shares of common stock of the Company were acquired by
participants through the Bank's 401(k) Plan. As a participant in the 401(k)
Plan, you may direct the voting of the shares of the Company's common stock held
by the 401(k) Plan Trust allocated to your account.
We, the Board of Directors, are forwarding to you the attached Proxy
Statement, and the Vote Authorization Form, provided for the purpose of
conveying your voting instructions to the 401(k) Plan Trustee.
First Bankers Trust, NA (the "401(k) Plan Trustee") has been appointed as
an unrelated corporate trustee for the 401(k) Plan. The 401(k) Plan Trustee will
vote those shares of the Company's common stock held in the 401(k) Plan Trust in
accordance with instructions of the participants.
At this time, in order to direct the voting of shares allocated to your
account under the 401(k) Plan, you must fill out and sign the enclosed Vote
Authorization Form and return it to the 401(k) Plan Trustee in the accompanying
envelope. Your vote will not be revealed, directly or indirectly, to any
officer, other employee or director of the Company. Your shares will be tallied
by an independent source and then the 401(k) Plan Trustee will vote the number
of shares in the 401(k) Plan Trust for which it has received voting
instructions.
Sincerely,
The Board of Directors
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NAME
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VOTE AUTHORIZATION FORM
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I, hereby instruct the Wayne Savings Bank, FSB 401(k) Plan ("401(k)")
Trustee to vote all shares attributable to me as follows:
1. The approval of the Wayne Bancorp, Inc. 1996 Stock-Based Incentive Plan.
FOR AGAINST ABSTAIN
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I understand that my voting instructions are solicited on behalf of the
401(k) Plan Trustee for the Special Stockholders Meeting to be held on January
30, 1996, or any adjournments thereof. I understand that if I sign this form
without indicating specific instructions, my shares will be voted FOR the listed
proposal and FOR other matters as recommended by the Board of Directors.
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Date Signature
Please date, sign and return this form in the enclosed envelope.
THE BOARD OF DIRECTORS RECOMMENDS
A "FOR" VOTE THE PROPOSAL
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WAYNE BANCORP, INC.
1195 HAMBURG TURNPIKE
WAYNE, NEW JERSEY 07470
(201) 305-5500
Dear Employee:
As you may know, in connection with the conversion of Wayne Savings Bank,
FSB (the "Bank") from the mutual to the stock form of organization in June 1996,
and the formation of Wayne Bancorp Inc. (the "Company") as the parent holding
company for the Bank, 178,511 shares of common stock of the Company were
acquired by the Bank's Employee Stock Ownership Plan and Trust ("ESOP") for the
benefit of the employees of the Bank. As a participant in the ESOP, you may
direct the voting of the shares of the Company's common stock held by the ESOP
Trust allocated to your account.
We, the Board of Directors, are forwarding to you the attached Proxy
Statement, and the Vote Authorization Form, provided for the purpose of
conveying your voting instructions to the ESOP Trustee.
First Bankers Trust, NA (the "ESOP Trustee") has been appointed as an
unrelated corporate trustee for the ESOP. The ESOP Trustee will vote those
shares of the Company's common stock held in the ESOP Trust allocated to
participants in accordance with instructions of the participants.
As of the Record Date, December 2, 1996, no shares of Common Stock in the
ESOP had been allocated to participating employees. Each participant, however,
will be deemed to have one share of Common stock in the ESOP allocated to him or
her for the sole purpose of providing the Trustee with voting instructions for
shares held in the ESOP Trust. These shares will be voted proportionately to
such participants' voting instructions.
At this time, in order to direct the voting of shares allocated to your
account under the ESOP, you must fill out and sign the enclosed Vote
Authorization Form and return it to the ESOP Trustee in the accompanying
envelope. Your vote will not be revealed, directly or indirectly, to any
officer, other employee or director of the Company. Your shares will be tallied
by an independent source and then the ESOP Trustee will vote the number of
shares in the ESOP Trust for which it has received voting instructions.
Sincerely,
The Board of Directors
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NAME
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VOTE AUTHORIZATION FORM
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I, the undersigned, understand that the ESOP Trustee is the holder of
record and custodian of all shares allocated to me of Wayne Bancorp, Inc. (the
"Company") common stock under the Wayne Savings Bank, FSB Employee Stock
Ownership Plan and Trust. Further, I understand that my voting instructions are
solicited on behalf of the Company's Board of Directors for the Special Meeting
of Stockholders on January 30, 1996, or any adjournments thereof.
Accordingly, you are to vote all shares allocated to me as follows:
1. The approval of the Wayne Bancorp, Inc. 1996 Incentive Plan.
FOR AGAINST ABSTAIN
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The ESOP Trustee is hereby authorized to vote any shares allocated to me
in his or her trust capacity as indicated above. I understand that if I sign
this form without indicating specific instructions, shares attributable to me
will be voted FOR the listed proposal and FOR other matters as recommended by
the Board of Directors.
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Date Signature
Please date, sign and return this form in the enclosed envelope.
THE BOARD OF DIRECTORS RECOMMENDS A "FOR" VOTE
THE PROPOSAL
