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SECURlTIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 7 )*
WAYNE BANCORP, INC.
- -------------------------------------------------------------------------------
Common Stock
- -------------------------------------------------------------------------------
944291103
-----------------------------------------------------------------------------
(CUSIP Number)
Richard Whitman, The Benchmark Company, Inc., 750 Lexington Avenue,
New York, NY 10022, (212) 421-4080
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 18, 1997
- ----------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with the statement . (A fee is
not required only if the reporting person: (I) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item l; and (2) has hled no amendment subsequent thereto
reporting beneficial ownership of hve percent or less of such class.) (See Rule
13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subjcct to all other provisions of the Act (however, see the
Notes).
<PAGE>
SEC 1746(12-91)
CUSIP NO. 44922Q105
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Seidman and Associates, L.L.C. 22-3343079
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
wc oo
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 23,701
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
23,701
PERSON -----------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 23,701
--------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.17
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
<PAGE>
CUSIP NO. 44922Q105
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Seidman and Associates II, L.L.C. 22-3435964
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
wc oo
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 53,425
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
53,425
PERSON -----------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 53,425
--------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.65
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* oo
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
<PAGE>
CUSIP NO. 44922Q105
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Lawrence B. Seidman, Individually ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 48,824
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
48,824
PERSON -----------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 48,824
--------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.42
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE F
<PAGE>
CUSIP NO. 44922Q105
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 The Benchmark Company, Inc.. 11-2950925
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
wc
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 19,850
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
19,850
PERSON -----------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 19,850
--------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .985
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* BD
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
<PAGE>
CUSIP NO. 44922Q105
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Benchmark Partners LP 11-2955345
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
wc
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 27,500
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
27,500
PERSON -----------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 27,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.36
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
<PAGE>
CUSIP NO. 44922Q105
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Richard Whitman, Individually ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 1,000
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER 47,350
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
PERSON -----------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 47,350
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 48,350
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.4
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
<PAGE>
CUSIP NO. 44922Q105
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1 Lorraine DiPaolo, Individually 094 28 8963
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 3,750
NUMBER OF
--------------------------------------------------------------
SHARES
BENFICIALLY 8 SHARED VOTING POWER47,350
--------------------------------------------------------------
OWNED BY
9 SOLE DISPOSITIVE POWER
PERSON -----------------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER 47,350
--------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 51,100
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.53
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
The statement on Schedule 13D which was filed on August 5, 1996, Amendment #1
filed on August 27, 1996, Amendment #2 filed on September 4, 1996 Amendment #3
filed on October 15, 1996, Amendment #4 filed on December 23, 1996, Amendment #5
filed on February 27, 1997 and Amendment #6 filed on May 29, 1997 on behalf of
Seidman and Associates, L.L.C. ("SAL"), Seidman and Associates II, L.L.C.
("SALII"), Seidman Investment Partnership ("SIP"), L.P., Lawrence B. Seidman,
Individually ("Seidman"), Benchmark Partners LP ("Partners"), The Benchmark
Company, Inc. ("TBCI"), Richard Whitman, Individually ("Whitman"), Lorraine Di
Paolo ("Di Paolo"), Individually and Dennis Pollack, Individually ("Pollack")
(collectively, the "Reporting Persons") with respect to the Reporting Persons'
beneficial ownership of shares of Common Stock, $.01 par value (the "Shares"),
of Wayne Bancorp, Inc., a Delaware Corporation (the "Issuer"), is hereby amended
as set forth below. Such Statement on Schedule 13D is hereinafter referred to as
the "Schedule 13D". Terms used herein which are defined in the Schedule 13D
shall have their respective meanings set forth in the Schedule 13D.
3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 200,450 Shares owned beneficially by the
Reporting Persons on December 16, 1997 was approximately $2,286,435.79
(inclusive of brokerage commissions). Such Shares have been (or will be in the
case of transactions which have not yet settled) paid for through working
capital, margin accounts and personal funds of the respective partnership,
corporate entities, limited liability companies and individual owners.
The purchases of Common Stock by SAL and SIP were in margin accounts carried by
Bear Stearns Securities Corp. In addition to the Common Stock of the Issuer, SAL
and SIP own other securities in these accounts. This extension of credit was
extended in the ordinary course of business. As of December 16, 1997,
$101,392.85, and $86.84 were borrowed pursuant to a customary margin agreement
by SAL and SIP, respectively, from Bear Stearns Securities Corp.
4. Purpose of Transaction
On December 18, 1997, by letter to the Corporate Secretary the name of Lawrence
B. Seidman was placed into nomination by the Committee to Preserve Shareholder
Value for election to the Board of Directors of Wayne Bancorp, Inc. at the next
Annual Meeting scheduled in or about April 1998. (See Exhibit "A" attached
hereto.)
In addition, Mr. Seidman by letter dated December 18, 1997 requested that Wayne
Bancorp, Inc.'s Board consider acquisition/merger discussions with potentially
interested commercial banks to maximize shareholders' value. (See Exhibit "B".)
5. Interest in Securities of the Issuer
(a)(b)(c) As of the close of business on December 16, 1997, the Reporting
Persons owned beneficially an aggregate of 200,450 shares of Common Stock, which
constituted approximately 9.95% of the 2,013,823 shares of Common Stock
outstanding, as represented by the Issuer as of December 1, 1997.
Except as set forth in this Item 5, none of the Reporting Persons owns
beneficially or has a right to acquire beneficial ownership of any Common Stock,
and except as set forth in this Item 5, none of the Reporting Persons has
effected transactions that have not been previously reported in the Common Stock
during the past sixty (60) days.
Trade Date No. of Shares Price Total Cost/(Proceeds) Entity
9997 (1,300) 24.75 (32,200.00) Partners
91497 (1,200) 25.00 (28,825.00) Partners
92597 (2,500) 24.38 (60,293.92) TBCI
10997 (4,000) 23.25 (92,021.62) TBCI
12397 (1,000) 21.25 (21,250.00) WHITMAN
12397 (1,000) 21.25 (21,250.00) DIPAOLO
12397 (500) 21.29 (10645.85) TBCI
12397 (500) 21.29 (10,645.85) TBCI
12397 (600) 21.29 (12,775.02) TBCI
12397 (500) 21.29 (10,645.85) TBCI
12397 (400) 21.29 (8,516.68) TBCI
12397 (500) 21.25 (10,625.00) TBCI
12397 (500) 21.29 (10,645.85) TBCI
12397 (500) 21.25 (10,625.00) TBCI
12497 (500) 21.38 (10,687.50) TBCI
12497 (600) 21.38 (12,825.00) TBCI
12497 (500) 21.38 (10,687.50) TBCI
12497 (1,000) 21.38 (21,375.00) TBCI
12497 (300) 21.38 (6,412.50) TBCI
12497 (200) 21.38 (4,275.00) TBCI
121597 (350) 22 (7,700.00) TBCI
121597 (1,000) 22 (22,000.00) TBCI
All of the above shares were required to be sold solely because of the Issuer's
stock repurchase program which reduced the amount of the issued and outstanding
shares of the Issuer.
On December 2, 1997, SAL and SAL II sold to Sonia Seidman 1,999 and 4,675 shares
of the Issuer.
(d) N/A
(e) N/A
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 18, 1997 ss/Richard Whitman,
Date
Richard Whitman, President
The Benchmark Company, Inc.
December 18, 1997 ss/Dennis Pollack
Date Dennis Pollack, Individually
<PAGE>
LAWRENCE B. SEIDMAN, ESQ.
Koll Executive Center
100 Misty Lane
P. O. BOX 5430
Parsippany, New Jersey 07054
(973) 560-1400
December 18, 1997
Certified Mail Return Receipt Requested
Mr. Michael G. DeBenedette
Corporate Secretary
Wayne Bancorp, Inc.
1195 Hamburg Turnpike
Wayne, New Jersey 07470
Dear Mr. DeBenedette:
As a representative of the Reporting Persons, who are also members of the
Committee to Preserve Shareholder Value ("Committee") to the Schedule 13D filed
on August 5, 1996, Amendment 1 filed August 27, 1996, Amendment 2 filed
September 4, 1994, Amendment 3 filed October 15, 1996, Amendment 4 filed
December 23, 1996, Amendment 5 filed February 27, 1997 and Amendment 6 filed May
29, 1997, I hereby put into nomination the name of Lawrence B. Seidman as
nominee for the Board of Directors of Wayne Bancorp, Inc. ("Wayne") for the next
Annual Meeting scheduled for in or about April 1998. The Reporting Persons own
approximately 10% of the outstanding shares of Wayne.
As required pursuant to Section 6(c) of the By-laws for Wayne, I hereby
enclose Exhibit A which contains all the information requested by Section 6(c)
except the residential addresses of Mr. Whitman, Mrs. DiPaolo, Mr. Pollack and
Mr. Seidman.
The residential addresses of each of the above is as follows:
Richard Whitman
52 Mandon Dr.
Wayne, NJ 07470
Lorraine DiPaolo
47 Plaza Street
Brooklyn, NY 11217
Dennis Pollack
99 Apple Ridge
Woodcliff Lake NJ 076
<PAGE>
Mr. Michael G. DeBenedette,
Corporate Secretary
December 18, 1997
Page 2
Lawrence B. Seidman
19 Veteri Place
Wayne, NJ 07470
This request to nominate Mr. Seidman is authorized by all of the members of
the Committee who are also the Reporting Persons.
I hereby request, as a representative of the Reporting Persons, that you
provide me with the Wayne shareholder list (including the NOBO/COBO list) as
required by N.J.S.A. 14A:5-28 and Section 14a-7 of the Exchange Act of 1934 and
Rule 14a-7 promulgated thereunder so that proxies can be solicited for a
director nominee in opposition to management's slate of directors for the Annual
Meeting to be held in or about April 1998. Pursuant to Rule 14a-7, please
delivery the shareholder lists to me within five business days. A copy of the
Certification required pursuant to Rule 14a-7 is attached hereto.
I hereby request that the above shareholder list be provided to me in paper
and magnetic tape form. Furthermore, please update the record holder information
on a daily basis or at the shortest other reasonable intervals until the record
date for the next Annual Meeting.
The Reporting Persons feel very strongly that shareholder representation is
very important to corporate governance and to the maximization of shareholder
value. If a representative of the Company desires to discuss our view upon the
ways to accomplish these goals, please contact the undersigned.
The Schedule 13D and amendments thereto filed by the Reporting Persons
contains certain disclosures concerning beneficial ownership of the Reporting
Persons and said disclosures are incorporated herein by reference.
The Reporting Persons have no material financial interest in the proxy
solicitation against the management nominees. Any director fees paid to
<PAGE>
Mr. Michael G. DeBenedette,
Corporate Secretary
December 18, 1997
Page 3
the opposition nominee if he was to be elected would belong to the respective
nominee.
If you have any questions concerning the above or require any additional
information, please contact the undersigned.
Very truly yours,
/s/Lawrence B. Seidman
Lawrence B. Seidman
Enc.
AGREED TO BY:
THE COMMITTEE TO PRESERVE
SHAREHOLDER VALUE
/s/ Lawrence B. Seidman
Lawrence B. Seidman
<PAGE>
cc: Harold P. Cook, III
Certification
I, Lawrence B. Seidman, certify as follows:
1. The shareholder list will be used to solicit proxies for a slate of
Directors in opposition to the slate of Directors proposed by management.
2. The shareholder list information will not be used for any purpose other
than to communicate with or solicit security holders regarding the Annual
Meeting of Wayne Bancorp, Inc. scheduled for April 1998.
3. No disclosure of the shareholder list information will be made to any
person other than the beneficial owner for whom the shareholder list request was
made, or an employee or agent to the extent necessary to effect the
communication or solicitation for the proxy contest.
Lawrence B. Seidman
STATE OF NEW JERSEY
)SS.
COUNTY OF MORRIS )
BEFORE ME, a notary public in and for the state of New Jersey, County of
Morris, did personally appear LAWRENCE B. SEIDMAN, who made oath under penalty
of perjury that the aforesaid facts are true and correct to the best of
knowledge, information and belief.
GIVEN under my hand and seal this 17th day of December 1997.
/s/Ruth W. Rivkind
My Commission expires: Feb. 14, 2001
<PAGE>
EXHIBIT A
SCHEDULE OF INFORMATION REQUIRED BY ARTICLE 6 (c)
OF THE
BY-LAWS OF WAYNE BANCORP, INC.
(i) Name age, business address of Nominees:
Lawrence B. Seidman, 50
100 Misty Lane
Parsippany, New Jersey 07054
(ii) Principal occupation or employment
Lawrence B. Seidman, Manager of Seidman & Associates, L.L.C.Seidman &
Associates II, L.L.C., President of Veteri Place Corp., the sole General Partner
of Seidman Investment Partnership, LP, Manager, of Federal Holdings, L.L.C. and
business consultant to certain corporations and individuals.
(iii) The following sets forth the name, business address, and the number
of shares of Common Stock of the Corporation beneficially Owned by each of the
Committee Nominee and the Committee:
Number of Shares
of Common Stock Percent
Beneficially Of
Name Business Address Owned Class
Seidman and Associates, L.L.C. Koll Executive Center, 23,701 1.17
(SAL) 100 Misty Lane
Parsippany, NJ 07054
Seidman and Associates II, L.L.C. Koll Executive Center, 53,425 2.65
(SALII) 100 Misty Lane
Parsippany, NJ 07054
Parsippany, NJ 07054
Seidman Investment Partnership, L.P.19 Veteri Place 16,900 .839
(SIP) Wayne, NJ 07470
Lawrence B. Seidman, Individually Koll Executive Center 48,824 2.42
and discretionary clients (1) 100 Misty Lane
Parsippany, NJ 07054
The Benchmark Company, Inc. (TBCI) 750 Lexington Avenue 19,850 .985
Benchmark Partners LP (Partners) (2)New York, NY 10022 27,500 1.36
Richard Whitman, Individually 750 Lexington Avenue 1,000 .049
(2) New York, NY 10022
Lorraine DiPaolo, Individually 750 Lexington Avenue 3,750 .186
(2) New York, NY 10022
Dennis Pollack (3) 99 Apple Ridge. 5,500 .273
Woodcliff Lake, NJ 07675
- -----------------------
(1) Seidman owns 5,500 shares of Common Stock directly, but may be deemed to
have sole voting power and dispositive power as to 137,350 shares beneficially
owned by SAL, SALII, SIP and several clients (Melissa Baer IRA, Richard Baer
IRA, Brent G. Wolmer IRA, Jeffrey Greenberg, Steven Greenberg, Sonia Seidman,
Allison Seidman and Erica Seidman). On November 8, 1995, the acting director of
the Office of Thrift Supervision (OTS) issued a Cease and Desist Order against
Seidman ("C &D") after finding that Seidman recklessly engaged in unsafe and
unsound practices in the business of an insured institution. The C & D actions
complained of were Seidman's allegedly obstructing an OTS investigation.The C &
D ordered him to cease and desist from (I)any attempts to hinder the OTS in the
discharge of its regulatory responsibilities, including the conduct of any OTS
examination or investigation, and (ii) any attempts to induce any person to
withhold material information from the OTS related to the performance of its
regulatory responsibilities. The Order also provides that for a period of no
less than three years if Seidman becomes an institution-affiliated party of any
insured depository institution subject to the jurisdiction of the OTS, to the
extent that his responsibilities include the preparation or review of any
reports, documents or other information that would be submitted or reviewed by
the OTS in the discharge of its regulatory functions, all such reports,
documents and other information shall, prior to submission to, or review by the
OTS, be independently reviewed by the Board of Directors or a duly appointed
committee of the Board to ensure that all material information and facts have
been fully and adequately disclosed. In addition, a civil money penalty in the
amount of $20,812 was assessed.
(2) Whitman and DiPaolo respectively own 1,000 and 3,750 shares of Common Stock
directly, but may be deemed to have shared voting power and shares dispositive
power as to 47,350 shares beneficially owned by TBCI and Partners.
(3) Mr. Pollack's owns 2,500 shares with his wife and owns 3,000 shares in his
IRA.
The aggregate purchase price of the 200,450 Shares owned beneficially by
the Reporting Persons on December 16, 1997 was approximately $2,286,435.79,
(inclusive of brokerage commissions). Such Shares have been (or will be in the
case of transactions which have not yet settled) paid for through working
capital of the respective partnership and corporate entities, limited liability
companies and personal funds of the individual persons. As of December 16, 1997,
SAL and SIP had an outstanding margin balance with Bear Stearns Securities Corp.
which totaled $ 101,392.85 and $ 86.84, respectively.
(iv) Proxy Participants
a. SAL is a New Jersey limited liability company, organized to invest in
securities, whose principal and executive offices are located at 19 Veteri
Place, Wayne, New Jersey 07470. Seidman is the Manager of SAL and has sole
investment discretion and voting authority with respect to such securities.
b. SAL II is a New Jersey limited liability company, organized to invest in
securities, whose principal and executive offices are located at 19 Veteri
Place, Wayne, New Jersey 07470. Seidman is the Manager of SAL II and has sole
investment discretion and voting authority with respect to such securities.
c. SIP is a New Jersey limited partnership, whose principal and executive
offices are located at 19 Veteri Place, Wayne, NJ 07470. Seidman is the
President of Veteri Place Corporation, a New Jersey Corporation, which is the
sole general partner of SIP and has sole investment discretion and voting
authority with respect to such securities.
d. Seidman is a private investor, with discretion over certain accounts and
is the Manager of SAL and SAL II, and the president of the corporate general
partner of SIP.
e. TBCI is a New York Corporation and Whitman is the president of TBCI.
DiPaolo is the Executive Vice President of TBCI. The principal business of TBCI
is to act as a broker-dealer and investment advisor. Whitman and DiPaolo have
sole investment discretion, dispositive power and voting authority with respect
to TBCI.
f. Partners is a Delaware limited partnership. Whitman and DiPaolo are the
sole general partners of Partners. Whitman and DiPaolo have sole investment
discretion, dispositive power and voting authority with respect to Partners.
g. Dennis Pollack is a private investor, whose address is 9 Apple Ridge,
Woodcliff Lake, NJ 07675.
h. Richard Whitman is the President of the Benchmark Company, Inc. and a
General Partner of Benchmark Partners, L.P., whose address is 750 Lexington
Avenue, New York, NY 10022.
i. Lorraine DiPaolo is the Executive Vice President of the Benchmark
Company, Inc. and a General Partner of Benchmark Partners, L.P., whose address
is 750 Lexington Avenue, New York, NY 10022.
Whitman and Seidman have agreed to act in concert. Whitman disclaims any
beneficial interest in any shares of Common Stock owned by SAL, SAL II, SIP, or
Seidman and his clients. Seidman disclaims any beneficial interest in any shares
of Common Stock owned by TBCI, Partners or Whitman. Mr. Whitman and Mr. Seidman
reserve the right to terminate their agreement to act in concert.
During the last five years none of SAL, SAL II, SIP, TBCI and Partners,
Whitman, DiPaolo, Seidman and Dennis Pollack (I) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(II) has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to, a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(v) Solicitation; Expenses
Proxies may be solicited by the Committee by mail, advertisement,
telephone, facsimile, telegraph and personal solicitation. Whitman, DiPaolo,
Pollack, and Seidman and their employees will be principally responsible to
solicit proxies for the Committee Nominee, for which no additional compensation
will be paid. Banks, brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward the Committee's solicitation material
to their customers for whom they hold shares and the Committee will reimburse
them for their reasonable out-of-pocket expenses.
The Committee has retained Beacon Hill Partners, Inc. to assist in the
solicitation of proxies and for related services. The Committee will pay Beacon
Hill Partners, Inc. a fee of up to $5,000 and has agreed to reimburse it for its
reasonable out-of-pocket expenses. In addition, the Committee has also agreed to
indemnify Beacon Hill Partners, Inc. against certain liabilities, and expenses,
including liabilities and expenses under the federal securities laws.
Approximately 10 persons will be used by Beacon Hill Partners, Inc. in its
solicitation efforts.
The entire expense of preparing, assembling, printing and mailing this
Proxy Statement and related materials and the cost of soliciting proxies will be
borne by SAL and SAL II and not any of the other Committee participants.
Although no precise estimate can be made at the present time, the Committee
currently estimates that the total expenditures relating to the Proxy
Solicitation incurred by the Committee will be approximately $25,000; no expense
has been incurred to date. The Committee intends to seek reimbursement from the
Company for those expenses incurred by the Committee, if the Committee's Nominee
is elected to the Board of Directors, but does not intend to submit the question
of such reimbursement to a vote of the stockholders.
Seidman has entered into an agreement with SAL and SAL II, whereby these
entities have agreed to bear all costs and expenses of, and indemnify against
any and all liability incurred by, Seidman in connection with Seidman being a
candidate and a "participant in a solicitation" (as defined in the rules and
regulations under the Securities Exchange Act of 1934, as amended).Seidman will
receive directors" fees upon his election as a Director of the Company in
accordance with the Company's then practice.
None of the participants in this solicitation nor any associates of the
participants except as set forth herein and on the Purchase and Sales Schedule
attached hereto as Exhibit B (i) owns beneficially, directly or indirectly, or
has the right to acquire, any securities of the Company or any parent or
subsidiary of the Company, (ii) owns any securities of the Company of record but
not beneficially, (iii) has purchased or sold any securities of the Company
within the past two years, (iv) has incurred indebtedness for the purpose of
acquiring or holding securities of the Company, (v) is or has been a party to
any contract, arrangement or understanding with respect to any securities of the
Company within the past year, (vi) has been indebted to the Company or any of
its subsidiaries since the beginning of the Company's last fiscal year or (vii)
has any arrangement or understanding with respect to future employment by the
Company or with respect to any future transactions to which the Company or any
of its affiliates will or may be a party. In addition, except as set forth
herein none of the participants or any of the persons participating in this
solicitation on behalf of the participants nor any associate or immediate family
member of any of the foregoing persons has had or is to have a direct or
indirect material interest in any transaction with the Company since the
beginning of the Company's last fiscal year, or any proposed transaction, to
which the Company or any of its affiliates was or is a party.
(vi) During the past ten years none of the participants has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(vii) As of December 16, 1997, there were 2,013,823 of Common Stock shares
of the Corporation outstanding. As of the filing of the enclosed material, the
participants are not aware of the record date.
<PAGE>
Exhibit B
LAWRENCE B. SEIDMAN, ESQ.
Koll Executive Center
100 Misty Lane
P. O. BOX 5430
Parsippany, New Jersey 07054
(973) 560-1400
December 18, 1997
Harold P. Cook III, Esq.
Chairman of the Board of Directors
Wayne Bancorp, Inc.
c/o Cook and Deluccia
886 Belmont Avenue
North Haledon, New Jersey 07508
Dear Mr. Cook:
You have informed me that a majority of the Wayne Bancorp, Inc. ("Wayne")
Board of Directors have rejected my request that consideration be given to
adding one (1) seat to the Board and nominating me for election to that seat.
Given the Board's position, I am left with no alternative but to consider a
proxy contest. Such a proxy contest will address poor earnings performance as
compared to its local peer group competitor, Ramapo Financial Corporation
("Ramapo"). Ramapo and Wayne are almost equal in asset size $274,875,000 and
$267,285,000 and capital $30,678,000 and $33,213,000 respectively, but Ramapo's
earnings for the September 30, 1997 quarter of $816,000 is almost double
Wayne's. It is obvious that Wayne needs new blood and new ideas.
Since it is the Wayne Board's mandate to maximize shareholders' value, I am
shocked that it has not pursued acquisition/merger discussions with potentially
interested commercial banks. This is wrong in light of the present excellent
acquisition climate.
In my opinion Wayne could be sold for an amount substantially in excess of
Wayne's current market price.In comparison to remaining independent - and based
upon its present earnings performance - a sale would maximize the shareholders'
value.
Very truly yours,
/s/ Lawrence B. Seidman
Lawrence B. Seidman
cc: Peter R. Bray, Esq.
