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
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Definitive Proxy Statement [ ]
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Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12 [x}
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)
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THE WAYNE BANCORP COMMITTEE TO PRESERVE SHAREHOLDER VALUE
Dear Fellow Shareholder:
If you believe Wayne is performing to its maximum potential, read no
further.
Frankly, we believe that Wayne's performance can, and should, be improved.
The only way to improve any business -- and banking is no exception -- is to
make changes. We believe that changes are necessary and the best way to begin to
implement a program of change is to alter the composition of the Board of
Directors.
Plain and simple, a vote for the incumbent, Mr. Collins, is a vote for no
change, and an endorsement of the status quo.
When elected, Larry Seidman can, and with his vast experience1 will, be a
catalyst for positive changes. Obviously, Larry Seidman cannot single-handedly
effect changes in Wayne's business and business plans, since he will only have
no more than two (counting Dennis Pollack) out of ten votes on the Board.
Nevertheless, Larry Seidman can promote change by bringing a fresh perspective
and new ideas to the Board.
Among other things, Larry Seidman will explore opportunities that may be
available to combine with other banks. Amazingly, Management has steadfastly
refused to even entertain the concept of pursuing these opportunities that
currently exist, but may soon disappear. In the last several years, such
combinations have provided substantial rewards to shareholders of banks.
Management has asked that we shareholders be satisfied and content with the
fact that the stock is trading at prices substantially in excess of the initial
public-offering price. This reliance upon the current trading price is
unwarranted for the long term, since: (i) As we all know, the current price of
our "thinly-traded" shares is unrelated to the profitability of operations; (ii)
The true measure of performance is profitability, which has substantially lagged
behind the performance achieved by Wayne's competitors.
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1Larry Seidman has over 20 years of experience* with respect to commercial
real estate and commercial lending. On the other hand, Mr. Collins has no
experience with commercial real estate or commercial lending, having spent his
entire career running a local hardware store.
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Management has called Larry Seidman an "opportunist." Frankly, we view this
as an endorsement. During the last two (2) decades, Larry Seidman has pursued
opportunities that have consistently resulted in substantial gains and profits.
These opportunities have included publicly-traded and privately-held
investments. In the public sphere, these opportunities have involved situations
where the investments have been completely passive, when it is believed that
management is maximizing the available opportunities. These public investments
have also included situations where Larry Seidman and his associates have
pro-actively pursued avenues to effect change and increase shareholders values.
One such avenue, when warranted, has been the pursuit of proxy contests.
Examples of these contests in the banking industry are:
(i) Larry Seidman identified an opportunity with Hubco Inc. (Hudson United
Bank's holding company). After several proxy contests, Larry Seidman and his
associates were able to designate three (3) Board Members. Anyone familiar with
the industry knows how well all of Hubco's shareholders have faired over the
ensuing years.
(ii) Larry Seidman identified an opportunity with Crestmont Financial Corp.
(Crestmont Savings & Loan Association's holding company). After a proxy contest,
Larry Seidman ultimately became chairman and spear-headed the installation of a
completely new management team.2 The former Corporate Secretary and Counsel to
Crestmont, who served before and during Larry Seidman's tenure as Chairman
(Craig Goettler, Esq.) has stated that policies and actions implemented by Larry
Seidman saved Crestmont from failure during the early 1990's. A review of the
public record will confirm that the average price paid by Larry Seidman and his
associates for Crestmont shares was approximately $5.00; and today, after two
(2) mergers, these shares are selling for approximately $50.00.
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2 As indicated in our proxy statement, Larry Seidman was ultimately
sanctioned by the Office of Thrift Supervision for actions he undertook while
Chairman. It must be emphasized that the Third Circuit Court of Appeals, in
reversing the initial Order of the Director of Thrift Supervision, stated:
"Seidman acted to further the interests of Crestmont, not just his own . . .
therefore his actions did not constitute a breach of the fiduciary duty of
loyalty . . ."
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Ironically, one change that has apparently been implemented by Management
actually represents a giant step backwards. It has just been announced that
Wayne has entered into a joint venture to develop single-family homes. This
represents a return to an activity that proved to be a complete disaster for
Thrifts in the early 1990's. While we have no specifics on the particular
venture being pursued by Management, we cannot conceive of any benefits that
could possibly justify the risks and drawbacks that are inherent in this type of
transaction.
Management has complained that Larry Seidman was determined to have
violated the proxy rules in connection with another proxy contest, due to a
failure to make complete disclosures in a Schedule 13D. However, Management
conveniently fails to mention that a Federal Judge had previously issued a
reported decision, which approved of these same disclosures and found them to be
in compliance with pertinent regulations. More importantly, Management has
failed to disclose the following very important facts concerning its refusal to
provide us with a copy of the list of shareholders, in order to block our
ability to communicate with other shareholders. Management's tactics caused us
to institute an unnecessary -- and unnecessarily expensive -- litigation. On
February 24, 1998 a Chancery Judge of the Superior Court of New Jersey made the
following findings in that litigation: (i) By withholding the lists, Management
had been playing games with us and with the Court; (ii) Management failed to
comply with Rule 14a-7 (a violation of Federal Security Regulations). (iii)
Management was required to deliver copies of all of the lists within
twenty-eight (28) hours.
All of us who live, or work, in Northern New Jersey know that Wayne is in
the same market as Ramapo Bank, and competes with Ramapo Bank. If you are
satisfied with results that pale in comparison to those achieved by Ramapo Bank,
then you want things to remain the same. On the other hand, if you share our
dissatisfaction, and our desire to achieve improvement, then you want Larry
Seidman who will bring new ideas to the Board and be a catalyst for change.
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 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 (973) 560-1400, EXT. 108 OR RICHARD WITMAN 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 (800) 755-5001.
THE WAYNE BANCORP COMMITTEE TO PRESERVE SHAREHOLDER VALUE
DATED: March 10, 1998
