SCHEDULE 14A
(Rute 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ] 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 Rule 14a-11 (c) or Rule 14a-12
WAYNE BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
COMMITTEE TO PRESERVE SHAREHOLDER VALUE
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(Name of Person (s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11 (c) (1)(ii), 14a-6(1), 14a-6(i) (2)
or Item 22 (a) (2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6 (I) (3).
[ ] Fee computed on table below per Exchange Act Rules 14 (a)-6(i) (4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securites 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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<PAGE>
WAYNE BANCORP, INC.
----------------
SPECIAL MEETING OF STOCKHOLDERS
JANUARY 30, 1997
-------------------
PROXY STATEMENT OF THE WAYNE
BANCORP, INC. COMMITTEE TO
PRESERVE SHAREHOLDER VALUE
[OPPOSES THE BOARD OF
DIRECTORS OF WAYNE BANCORP, INC.]
This Proxy Statement and Gold proxy card are being furnished to holders
of the common stock (the "Stockholders"), par value $.01 per share (the "Common
Stock") of Wayne Bancorp, Inc., (the "Company") a Delaware Corporation , in
connection with the solicitation of proxies (the "Proxy Solicitation") by the
Wayne Bancorp, Inc. Committee to Preserve Shareholder Value (the "Committee").
The Special Meeting of Stockholders is to be held on January 30, 1997 at 2:00
p.m. Eastern Time, at 1195 Hamburg Turnpike, Wayne, New Jersey (the "Special
Meeting"). Stockholders who own the Common Stock on December 2, 1996 will be
entitled to vote ("Special Meeting Record Date").
At the Special Meeting, the Company will be seeking approval of
the 1996 Wayne Bancorp, Inc. Stock Based Incentive Plan ("Incentive Plan").
The Committee members own approximately nine percent (9%) of the
Company's outstanding Common Stock and is soliciting the votes of other
Stockholders to defeat the Incentive Plan as now proposed, unless the Company
amends the Incentive Plan to provide that no shares are issued until at least
the Company's next Annual Meeting of Stockholders, which most likely will occur
on April 30, 1997, at which time the Stockholders will be able to better
evaluate whether the Directors' and management's performance has earned them
performance compensation.
The Committee consists of Seidman and Associates, L.L.C. ("SAL"), a New
Jersey Limited Liability Company; Seidman and Associates II, L.L.C. ("SAL II");
Seidman Investment Partnership, L.P.; ("SIP"), a New Jersey Limited Partnership;
Lawrence B. Seidman ("Seidman"), individually; The Benchmark Company, Inc.
("TBCI"), a New York Corporation; Benchmark Partners, LP ("Partners"), a
Delaware Limited Partnership; Richard Whitman ("Whitman"), individually;
Lorraine DiPaolo ("DiPaolo"), individually (hereinafter collectively referred to
as the "Committee"). This Proxy Statement and GOLD proxy card are being first
mailed or furnished to Stockholders on or about January 8, 1997.
Your vote is important, no matter how many or how few shares you hold.
We hope you will agree with the Committee's goal of preserving shareholder value
by not giving performance awards before the performance can be measured. If you
agree, sign, date, and return the GOLD proxy card. Remember, your last dated
proxy is the only one which counts, so return the GOLD card even if you
delivered a prior proxy. We urge you not to return any proxy card sent to you by
the Company.
If your shares are held in the name of a brokerage firm, bank, or
nominee, only they can vote your shares and only upon receipt of your specific
instructions. Accordingly, please return the GOLD proxy card in the envelope
provided by your Bank or Broker or contact the person responsible for your
account and give instructions for such shares to be voted.
<PAGE>
If your shares are registered in more than one name, the GOLD proxy
card must be signed by all such persons to ensure that all shares are voted for
the Committee's position.
Holders of record of shares of Common Stock on the Special Meeting
Record Date are urged to submit a proxy even if such shares have been sold after
that date. The number of shares of Common Stock outstanding as of the Special
Meeting Record Date is 2,231,383. Each share of Common Stock is entitled to one
vote at the Special Meeting. In order for the Company's Incentive Plan to be
presently approved, shareholders owing a majority of the outstanding Common
Stock must vote for the Incentive Plan.
If you have any questions or need assistance in voting your shares,
please call:
Beacon Hill Partners, Inc.
90 Broad Street
New York, New York 10004
(Call Toll Free (800) 755-5001)
<PAGE>
THE COMMITTEE'S POSITION ON
PERFORMANCE STOCK COMPENSATION
The Committee does not object to, and is in favor of, directors and
officers receiving performance based stock compensation awards. However, the
Committee objects to the Incentive Plan because it rewards management before
positive performance is demonstrated. The Committee would have endorsed the
Incentive Plan if the Company had agreed not to award any shares until the
Stockholders could evaluate the performance of the directors and management and
then vote on awards that are matched to the performance.
WHAT THE COMMITTEE IS SEEKING
The Committee does not want any officer or director to receive any
performance related stock award until the performance of the present directors
and management can be evaluated. Simply stated:
OUR INTENTION IS TO PRESERVE VALUE FOR ALL
STOCKHOLDERS. IF THE COMPANY DOES NOT
PERFORM, THE OFFICERS AND DIRECTORS SHOULD
NOT RECEIVE REWARDS FOR BAD PERFORMANCE!
MANAGEMENT AND THE DIRECTORS ARE NOW
SEEKING PERFORMANCE AWARDS FOR
THEMSELVES BEFORE THEY PERFORM
Stock Options: The Incentive Plan if approved by the Stockholders,
authorizes the granting of 223,138 option shares ("Options"). If approved, the
Board of Directors intend to immediately grant 140,577 Option shares to
employees (including executive officers) and 66,941 shares to outside directors
and the director emeritus. Options for 15,620 shares will be reserved and
available under the Incentive Plan for future grant to directors, directors
emeritus, and/or employees. These Options will vest twenty (20%) percent per
year for five (5) years, commencing one year from the date of grant. As the
Company disclosed, the exercise of these Options may have a dilutive effect on
the holdings of the present Stockholders.
The Company wants to immediately grant approximately ninety-three (93%)
of these Options to reward employees for yet-to-be-achieved outstanding
performance without conditioning the employee's right to keep these Options upon
a pre-determined performance standard. Therefore, except for termination for
cause, even if an employee's performance does not aid the Company's growth,
he/she will still keeps the Options. If the Options were issued after the
performance was evaluated, or were conditioned upon a prescribed standard,
employees would be required to truly earn their performance award.
In the opinion of the Committee the granting of the Options may reduce
the price each Stockholder would receive from a potential acquirer of the
Company.
Stock Awards - Issuance of Free Stock to Employees and Directors: The
Incentive Plan, if approved by the Stockholders authorizes the granting of
89,255 Stock Awards to the Company's employees and directors. The Committee
believes the Company will re-purchase the 89,255 Stock Award shares (1) in the
public market which will cost the Company approximately $1,283,040.(2) The
Committee's belief is based upon the prior experience of many other
over-capitalized thrifts, however the Company maay not purchase the shares in
the open market but may issue additional shares. In addition, the recipient of
the award shares shall also be entitled to receive cash and stock dividends and
can direct the voting of such granted shares. Immediately after purchase of the
shares the Company will give (for free) 79,436 Stock Award shares to certain
executive officers and directors. These shares will vest twenty percent (20%)
per year for five (5) years commencing one year from the date of grant.
The Company's proxy statement disclosed that the vesting of the Stock
Awards may also be made contingent upon the attainment of certain performance
goals, by the Company, its wholly owned subsidiary or grantee. These performance
goals will be established by a committee of persons, some of whom may be the
recipients of these awards.
The Stockholders are now being asked to vote to approve these Stock
Awards, the purchase of which will cost the Company approximately $1,282,040,
but the Company is refusing to tell us what the performance goals are which
would entitle a person to retain the Stock Awards.
THE COST OF THE STOCK AWARDS WILL RESULT IN A BOOK VALUE REDUCTION OF
EACH SHARE IN THE AMOUNT OF APPROXIMATELY $.57.
(1)The Company has the authority to issue authorized but unissued shares.
(2) Based upon the closing price of $14.375 per share for the Common stock on
December 2, 1996.
THIS WILL NOT BE THE FIRST
TIME THE COMPANY HAS REWARDED NON-PERFORMANCE
RETIRED PRESIDENT PAID $785,000
On or about September 6, 1996, Mr. Vanderberg resigned as President and
Chief Executive Officer of the Company. The information the Company sent to
shareholders claimed Mr. Vanderberg resigned 2 1/2 months after the Company went
public because of a temporary treatable medical condition. The Company then
owned by us Stockholders, paid Mr. Vanderberg approximately $785,000.00. This
payment cost each shareholder approximately $.35 per share. Was this generosity
prudent? Did this payment enhance the value of our shares, or even do anything
to preserve the value of the shares?
HOW WOULD YOU LIKE TO BE GIVEN $256,608.00 WORTH OF FREE STOCK?
Ms. O'Connell replaced Mr. Vanderberg and become the President and
Director of the Company and President and Chief Executive Officer and Director
of the Company's banking subsidiary. She has been in this position for
approximately 2 1/2 months. She has not yet demonstrated that she has the
ability to provide the Stockholders an adequate return on their investment
because of this short time period. Nevertheless, the Company wants to grant her
17,851 Stock Awards presently worth $256,608.00 and 44,627 Option shares.
The Committee does not know if Ms. O'Connell will be successful or not.
The Committee supports the use of incentive stock programs, which reward
management for providing shareholders with significant returns on their share
ownership. The Committee only objects to the giving of these rewards before
performance, since it is impossible: (i) to determine if the management has
earned the right to receive an incentive award; and (ii) to match the reward to
the performance.
What makes the Company's Incentive Plan even more troubling is that the
Company says that the Stock Awards will be tied to a performance standard but
refuses to describe the standard. If the standard was reasonable, and related to
both Options and Stock Awards, the Committee may not object to the Incentive
Plans.
THE COMMITTEE PARTICIPANTS
The participants who comprise the Committee own in the aggregate
201,000 shares of Common Stock, representing approximately 9.00% of the shares
outstanding and are as follows:
i. 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.
ii. 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.
iii. SIP is a New Jersey Limited Partnership, organized to invest in
securities, whose principal and executive offices are located at 19 Veteri
Place, Wayne, New Jersey 07470. Veteri Place Corporation is the sole General
Partner of SIP, and Seidman is the only officer and shareholder of SIP and has
sole investment discretion and voting authority with respect to such securities.
iv. 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. See Footnote
No. 1 "INFORMATION CONCERNING PARTICIPANTS IN THE PROXY SOLICITATION"
for information concerning regulatory action.
v. 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 share
investment discretion, dispositive power, and voting authority with respect to
TBCI.
vi. Partners is a Delaware Limited Partnership. Whitman,
DiPaolo, and TBCI, d/b/a Benchmark Capital Advisors, are the sole
General Partners of Partners. Whitman and DiPaolo share investment
discretion, dispositive power, and voting authority with respect to Partners.
The limited partners of SIP are: James J. Gallagher, Ph.D; Kaplus
Hanover Associates (Robert Kaplus, General Partner); The Ketron Family Trust DTD
10/20/89 (Russ Ketron, TTEE); Louis M. Rogow, M.D. & Enid Z. Rogow and SAL. The
General Partner of SIP is Veteri Place Corporation, a New Jersey Corporation
(Seidman is the sole officer and shareholder). Seidman, through Veteri Place
Corporation, is entitled to twenty percent (20%) of the profits earned by SIP.
The members of SAL are Seidman; Sonia Seidman; Seidcal Associates,
L.L.C. (Brant Cali, Managing Member). Seidman, as Manager, is entitled to
five percent (5%) of the profits of SAL II.
Seidman's clients are Jeffrey Greenberg (owns 1,000 shares) and Steven
Greenberg (owns 4,500 shares). [Seidman has letter agreements with Jeffrey and
Steven Greenberg and Richard Baer (owns 850 shares, of which 350 are owned in
his wife's retirement account, over which Mr. Baer exercises discretion) and
Brent Wolmer (owns 1,250 shares). [Seidman has oral agreements with Richard Baer
and Brent Wolmer. Under these oral agreements which are at-will agreements,
these owners have agreed to sell and vote their shares as directed by Seidman.]
Sonia Seidman (owns 15,000 shares) is the wife of Seidman. Seidman's
two (2) adult daughters each own 6,875 shares. They have each orally agreed to
vote and sell the shares as directed by Seidman.
None of the Partners of SIP or members of SAL, or members of SAL II own
any shares of the Company except as disclosed herein.
The members of the Committee agreed to act in concert. Whitman and
DiPaolo disclaim any beneficial interest in any shares of Common Stock owned by
SAL, SAL II, SIP, Seidman, or Seidman's clients. Seidman disclaims any
beneficial interest in any shares of Common Stock owned by TBCI, Partners,
DiPaolo or Whitman. The members of the Committee reserve the right to terminate
their agreement to act in concert.
During the last five (5) years, none of SAL, SAL II, SIP. TBCI, SBI,
Partners, Whitman, DiPaolo, and Seidman to the best of their knowledge, (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.
Mr. Seidman is the manager of SAL, SAL II, and is the President of the
Corporate General Partner of SIP; and, in that capacity, Mr. Seidman has the
authority to cause those entities to acquire, hold, trade, and vote these
securities. SAL. SAL II, and SIP were all created to acquire, hold, and sell
publicly-traded securities. None of these entities was formed to solely acquire,
hold, and sell the Issuer's securities. Each of these entities owns securities
issued by one or more companies other than Issuer. The members and limited
partners in SIP, SAL, and SAL II are all passive investors, who do not - and
cannot - directly or indirectly participate in the management of these entities,
including without limitation proxy contests. Seidman's compensation is, in part,
dependent upon the profitability of the operations of these entities, but no
provision is made to compensate Seidman solely based upon the profits resulting
from transactions from the Issuer's securities.
The voting power over the Issuer's securities is not subject to any
contingencies beyond standard provisions for entities of this nature (i.e.,
limited partnerships and limited liability companies) which govern the
replacement of a manager or a general partner.
Each of the individuals listed on Exhibit A attached hereto is a
citizen of the United States. Additional Information concerning the Committee
and their holders of Common Stock is set forth in appendices A and B hereto.
SOLICITATION; EXPENSES
Proxies may be solicited by the Committee by mail, advertisement,
telephone, facsimile, telegraph, and personal solicitation. Whitman, DiPaolo,
and Seidman will be principally responsible to solicit proxies for the Committee
and certain of their employees will perform secretarial work in connection with
the solicitation of proxies, 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 six (6) 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 Seidman, SAL, SAL II, TBCI, and Partners.
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 of which
$7,500 has been incurred to date. The Committee intends to seek reimbursement
from the Company for those expenses incurred by the Committee, if the Incentive
Plan is not approved by the Stockholders, but does not intend to submit the
question of such reimbursement to a vote of the Stockholders.
For the proxy solicited hereby to be voted, the enclosed GOLD proxy
card must be signed, dated, and returned to the Committee, c/o Beacon Hill
Partners, Inc., in the enclosed envelope in time to be voted at the Special
Meeting. If you wish to vote for the Committee position, you must submit the
enclosed GOLD proxy card and must NOT submit the Company's proxy card. If you
have already returned the Company's proxy card, you have the right to revoke it
as to all matters covered thereby and may do so by subsequently signing, dating,
and mailing the enclosed GOLD proxy card. ONLY YOUR LATEST DATED PROXY WILL
COUNT AT THE SPECIAL MEETING. Execution of a GOLD proxy card will not affect
your right to attend the Special Meeting and to vote in person. Any proxy may be
revoked as to all matters covered thereby at any time prior to the time a vote
is taken by (i) filing with the Secretary of the Company a later dated written
revocation; (ii) submitting a duly executed proxy bearing a later date to the
Committee; or (iii) attending and voting at the Special Meeting in person.
Attendance at the Special Meeting will not in and of itself constitute a
revocation.
The Incentive Plan may not be presently implemented unless a majority
of the outstanding Common Stock votes at the Special Meeting are in favor of the
Incentive Plan.
Shares of Common Stock represented by a valid, unrevoked GOLD proxy
card will be voted as specified. You may vote for the Committee's position or
withhold authority to vote for the Committee position by marking the proper box
on the GOLD proxy card. If no specification is made, such shares will be voted
against the Incentive Plan.
Except as set forth in this Proxy Statement, the Committee is not aware
of any other matter to be considered at the Special Meeting. The persons named
as proxies on the enclosed GOLD proxy card will, however, have discretionary
voting authority regarding any other business that may properly come before the
Special Meeting.
If your shares are held in the name of a brokerage firm, bank, or
nominee, only they can vote such shares and only upon receipt of your specific
instructions. Accordingly, please return the proxy in the envelope provided to
you or contact the person responsible for your account and instruct that person
to execute on your behalf the GOLD proxy card.
Only holders of record of Common Stock on the Special Meeting Record
Date will be entitled to vote at the Special Meeting. If you are a stockholder
of record on the Special Meeting Record Date, you will retain the voting rights
in connection with the Special Meeting even if you sell such shares after the
Special Meeting Record Date. Accordingly, it is important that you vote the
shares of Common Stock held by you on the Special Meeting Record Date, or grant
a proxy to vote such shares on the GOLD proxy card, even if you sell such shares
after such date.
The Committee believes that it is in your best interest to defeat the
Incentive Plan and support the Committee's position at the Special Meeting. THE
COMMITTEE STRONGLY RECOMMENDS A VOTE AGAINST THE INCENTIVE PLAN.
THE WAYNE BANCORP, INC. COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
January 8, 1997
I M P O R T A N T !!!
If your shares are held in "Street Name" only your bank or broker can vote
your shares and only upon receipt of your specific instructions. Please return
the proxy provided to you or contact the person responsible for your account and
instruct them NOT to vote at this time.
If you have any questions, or need further assistance, please call Lawrence
Seidman at 201-560-1400, Extension 108, or Richard Whitman collect at
212-421-4080, or 800-628-0048, or our proxy solicitor: Beacon Hill Partners,
Inc., 90 Broad Street, New York, New York 10004, at 800-755-5001.
<PAGE>
APPENDIX A
THE COMMITTEE TO MAXIMIZE SHAREHOLDER
VALUE AND ITS NOMINEES
Name Business Address # of shares of
common stock
beneficially owned % of Class
Seidman and Associates 100 Misty Lane 23,600 1.05
L.L.C. (SAL) Parsippany, NJ 07054
Seidman and Associates II, 100 Misty Lane 55,700 2.49
L.L.C. (SAL II) Parsippany, NJ 07054
Seidman Investment 19 Veteri Place 15,500 *
Partnership, L.P. (SIP) Wayne, NJ 07470
Lawrence B. Seidman, 100 Misty Lane 136,650 6.12
Individually (1) Parsippany, NJ 07054
The Benchmark Company, 750 Lexington Avenue 27,600 1.23
Inc. (2) New York, NY 10022
Benchmark Partners,
L.P.(3) 750 Lexington Avenue 30,000 1.34
New York, NY 10022
Richard Whitman, 750 Lexington Avenue 2,000 *
Individually(3) New York, NY 10022
Lorraine DiPaolo, 750 Lexington Avenue 4,750 *
Individually(3) New York, NY 10022
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(1) Seidman owns 5,500 shares of common stock directly, but may be deemed to
have sole voting power and dispositive power as to 136,650 shares beneficially
owned by SIP, SAL, SAL II, and several clients. 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 (3) 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.
<PAGE>
(2) Whitman and DiPaolo, respectively, own 2,000 and 4,750 shares of Common
Stock directly, but may be deemed to have shared voting power and dispositive
power as to 57,600 shares beneficially owned by TBCI and Partner.
(3) Less than 1%.
<PAGE>
APPENDIX B
PURCHASE AND SALES SCHEDULE
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SHARE TOTAL COSTS/
DATE PRICE PROCEED SHARES
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LAWRENCE B. SEIDMAN
DISCRETIONARY ACCOUNTS
62796 10.00 150,000.00 15,000
62796 10.00 68,750.00 6,875
62796 10.00 68,750.00 6,875
71696 10.875 5,438.00 500
72496 11.50 23,325.76 2000
82996 13.41 73,730.00 5500
82996 13.53 10,150.82 700
91096 13.75 9,625.00 700
91196 13.75 48,497.13 3500
102196 14.75 3,000.00 200
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SUB-TOTAL 461,266.71 41,850
BENCHMARK PARTNERS
62796 11.13 83,438.00 7,500
62896 11.25 112,500.00 10,000
7396 11.63 58,125.00 5,000
72396 11.63 58,125.00 5,000
72496 11.50 28,750.00 2,500
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SUB-TOTAL 340,938.00 30,000
THE BENCHMARK COMPANY
8296 11.937 23,875.00 2,000
82396 12.875 64,375.00 5,000
82996 13.43 13,427.00 1,000
83096 13.55 60,982.00 4,500
9396 13.50 19,575.00 1,450
91096 13.75 687.50 50
91196 13.75 60,500.00 4,400
92696 13.81 23,482.10 1,700
101096 14.00 21,237.11 1,500
101796 14.50 14,655.20 1,000
1213796 14.35 71,875.00 5,000
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SUB-TOTAL 374,670.91 27,600
RICHARD WHITMAN
DISCRETIONARY ACCOUNT
7296 11.65 11,650.00 1,000
7596 10.00 10,000.00 1,000
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SUB-TOTAL 21,650.00 2,000
LORRAINE DI PAOLO
DISCRETIONARY ACCOUNT
7296 11.64 17,462.00 1,500
82996 13.38 36,806.00 2,750
83096 13.42 6,712.00 500
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SUB-TOTAL 60,980.00 4,750
SEIDMAN & ASSOC
62896 11.25 112,500.00 10,000
7196 11.375 56,875.00 5,000
72696 11.563 18,500.00 1,600
8896 12.438 24,875.00 2,000
82996 13.41 67,027.00 5,000
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SUB-TOTAL 279,777.00 23,600
SEIDMAN & ASSOC, II, LLC
62796 11.125 55,625.00 5,000
62896 11.25 56,452.50 5,000
71096 11.0959 47,886.87 4,300
72396 11.63 58,327.50 5,000
72496 11.50 17,312.50 1,500
8196 11.937 35,845.00 3,000
8296 11.937 23,907.50 2,000
81296 12.563 94,521.25 7,500
81396 12.50 31,352.50 2,500
83096 13.41 67,027.50 5,000
91196 13.75 97,911.50 7,100
92696 13.813 24,937.00 1,800
101096 14.000 21,062.50 1,500
11696 14.375 43,247.50 3,000
11796 13.750 20,687.50 1,500
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SUB-TOTAL 696,104.12 55,700
SEIDMAN INV. PART, LP
62896 11.25 56,452.50 5,000
7296 11.625 29,165.00 2,500
72496 11.50 17,312.50 1,500
82396 12.875 64,407.50 5,000
101796 14.5 21,812.50 1,500
- -----------------------------------------------------------------------------
SUB-TOTAL 189,150.00 15,500
TOTAL 2,424,536.74 201,000
<PAGE>
P R O X Y
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF WAYNE
BANCORP, INC. BY THE WAYNE BANCORP,INC. COMMITTEE TO PRESERVE SHAREHOLDER VALUE.
SPECIAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Richard Whitman with full
power of substitution, as Proxy for the undersigned, to vote all shares of
common stock, par value $1.00 per share of Wayne Bancorp, Inc. (the "Company"),
which the undersigned is entitled to vote at the Special Meeting of Stockholders
to be held on January 30, 1996, at 2:00 p.m. (local time) or any adjournment(s)
or postponement(s) thereof (the "Meeting"), as follows:
1. The approval of the Wayne Bancorp, Inc. 1996 Stock-
Based Incentive Plan:
For --- Against --- Abstain ---
THE COMMITTEE RECOMMENDS YOU VOTE AGAINST THE PROPOSAL.
Shares will be voted as directed. If no direction is
made, this Proxy will be voted against the proposal of the Wayne Bancorp,
Inc. 1996 Stock-Based Incentive Plan.
2. In his discretion, the proxy is authorized to vote upon
such other business as may properly come before the meeting, or any adjournments
or postponements thereof, as provided in the proxy statement provided herewith.
Shares will be voted as directed. If no direction is
made, this Proxy will be voted against the proposal of the Wayne Bancorp,
Inc. 1996 Stock-Based Incentive Plan.
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
<PAGE>
SHARES WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED AGAINST THE PROPOSAL OF THE WAYNE BANCORP, INC. 1996 STOCK BASED
INCENTIVE PLAN. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY
STATEMENT DATED JANUARY 8, 1997, OF THE WAYNE BANCORP, INC. COMMITTEE TO
PRESERVE SHAREHOLDER VALUE. THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE
EXECUTED BY THE UNDERSIGNED RELATING TO THE SUBJECT MATTER HEREOF AND CONFIRMS
ALL THAT THE PROXY MAY LAWFULLY DO BY VIRTUE HEREOF.
Dated:_____________________________
-----------------------------------
(Signature)
-----------------------------------
(Signature, if jointly held)
Title: ____________________________
Please sign exactly as your name appears hereon or on your proxy cards
previously sent to you. When shares are held by joint tenants, both should sign.
When signing as an attorney, executor, administrator, trustee, or guardian,
please give full title as such. If a corporation, please sign in full
corporation name by the President or other duly authorized officer. If a
partnership, please sign in partnership name by authorized person.
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.
