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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Section 240.14a-11(c) or Section 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 the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-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 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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Notes:
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WAYNE BANCORP, INC.
1195 HAMBURG TURNPIKE . P.O. BOX 933
WAYNE, NEW JERSEY 07474-0933
TEL: (201) 305-5500
FAX: (201) 305-0604
WAYNE SAVINGS BANK
CONTINUES TO PERFORM
January 17, 1997
Dear Fellow Shareholder:
In our prior letter, we briefly highlighted the performance of Wayne
Bancorp, Inc.'s common stock since its initial public offering. We now have the
1996 financial results and your Board of Directors is proud to report to you on
the financial performance of your company. The following are some highlights for
your consideration in judging the performance of the Company and its leaders:
INCREASE IN EARNINGS
Net Income*
[BAR GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
03/31/96 06/30/96 09/30/96 12/31/96
<S> <C> <C> <C> <C>
Net Income* $324 $320 $549* $635
</TABLE>
*For purposes of this graph, net income for the third quarter of fiscal
1996 is net of the after-tax cost of the SAIF recapitalization ($660,000)
and payments made to Mr. Vanderberg in settlement of certain contractual
obligations ($503,000).
. For the year ended 1996, net income, exclusive of the one-time charges
discussed above, represents an increase of 109.9% over net income of
$871,000 for 1995.
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INCREASE IN LENDING
. First mortgage loans INCREASED 33% at December 31, 1996 since the
beginning of the year.
. Consumer loans INCREASED 15.7% over the same period
MARKED IMPROVEMENT IN ASSET QUALITY
. 80.6% DECREASE in net Real Estate Owned (REO)
. 34.7% DECREASE in non-performing loans as a percentage of gross
loans from December 31, 1995 to December 31, 1996
STOCK REPURCHASES
. The Bank has a strong equity position, which the Board and
management have sought to maximize for the benefit of the Company
and its stockholders. On December 27, 1996, the Bank announced
that the Company's Board of Directors authorized the Company's
repurchase of up to five percent of the Company's outstanding
shares over the following six month period. In making the
Company's announcement, Ms. O'Connell commented, "We believe that
the repurchase of the shares will enhance shareholder value as
such repurchases have the effect of increasing the earnings per
share and book value of the remaining shares outstanding." The
Board strongly agrees with Ms. O'Connell's statement and believes
that the stock repurchases will help maximize shareholder value.
In making these strides toward a more profitable future, the Company and
the Bank have been well served by its Board of Directors and Management. Your
Board and Management have worked hard to build a profitable, safe and sound
institution well prepared to compete in the future. WITH YOUR CONTINUED
SUPPORT YOUR BOARD AND MANAGEMENT CAN CARRY ON THEIR EFFORTS TO MAKE YOUR
INVESTMENT IN WAYNE EVEN MORE VALUABLE. Stock based compensation such as that
provided by the Wayne Bancorp, Inc. 1996 Stock-based Incentive Plan will only
serve as added incentive to allow the Company to continue to attract and
retain qualified leaders committed to improving your investment.
WE, ONCE AGAIN, THANK YOU FOR YOUR PAST AND CONTINUED SUPPORT.
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WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY--TO
ENCOURAGE A STRONGER AND MORE PROFITABLE WAYNE BANCORP, INC. TOMORROW
Sincerely,
Wayne Bancorp, Inc.
Board of Directors
<TABLE>
<S> <C> <C>
/s/ Harold P. Cook, III /s/ Johanna O'Connell /s/ William J. Lloyd
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Harold P. Cook, III Johanna O'Connell William J. Lloyd
Chairman of the Board President Director
and CEO and Director
/s/ David M. Collins /s/ Thomas D. Collins /s/ Nicholas S. Gentile, Jr.
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David M. Collins Thomas D. Collins Nicholas S. Gentile, Jr.
Director Director Director
/s/ Ronald Higgins /s/ Richard Len /s/ Charles A. Lota
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Ronald Higgins Richard Len Charles A. Lota
Director Director Director
</TABLE>
WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE SEIDMAN GROUP,
=== ===
EVEN AS A PROTEST VOTE AGAINST THEIR PROPOSAL.
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Solicitation of Proxies
The cost of soliciting Management proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians, nominees
and fiduciaries for reasonable and appropriate expenses incurred by them in
sending management proxy materials to the beneficial owners of Wayne
Bancorp's Common Stock. The Company has retained Regan & Associates, Inc, a
professional proxy solicitation firm, to assist in the solicitation of
proxies for a fee not to exceed $15,000, plus reimbursement of expenses not
to exceed $10,000. Approximately ten persons will be utilized by Regan &
Associates, Inc. in such solicitation. The total amount estimated to be
expended in connection with this proxy contest is $125,000, which excludes
the amount normally expended in connection with a solicitation for similar
compensation plans in the absence of a contest and costs represented by
salaries and wages of regular employees and officers of the Company.
Approximately $30,000 has been paid to date. In addition to solicitation by
mail, directors, officers and regular employees of the Company and/or Bank
may solicit proxies personally, by telegraph, by facsimile transmission or
by telephone without additional compensation
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- VERY IMPORTANT -
IF YOU HAVE ANY QUESTIONS ABOUT HOW TO VOTE "FOR" MANAGEMENT'S INCENTIVE
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PLAN, PLEASE CALL OUR PROXY SOLICITOR, REGAN & ASSOCIATES, INC., TOLL-FREE
AT (800) 737-3426.
As a "general" rule, our "WHITE" proxy should be returned ONLY in the
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prepaid envelope that was supplied to you. IF your shares are held by a
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Broker or Bank, it is necessary that your proxy instructions be returned to
them FIRST, so that they can issue a vote on your behalf.
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