SCHEDULE 14A
(Rule 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 [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] 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)
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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)(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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<PAGE>
[WAYNE BANCORP LETTERHEAD]
February __, 1998
Fellow Shareholders:
You are cordially invited to attend the annual meeting of shareholders
(the "Annual Meeting") of Wayne Bancorp, Inc. (the "Company"), the holding
company for Wayne Savings Bank, F.S.B. (the "Bank"), which will be held on
Tuesday, _____ __, 1998, at 10:00 a.m., Eastern Time, at the Paris Inn, 1292
Alps Road, Wayne, New Jersey. Your Board of Directors and management look
forward to greeting personally those shareholders able to attend the Annual
Meeting.
At this meeting, as set forth in the attached Notice of Annual Meeting
and Proxy Statement, shareholders are being asked to elect three directors each
for a three-year term, ratify the appointment of KPMG Peat Marwick LLP as
independent auditors for the year ending December 31, 1998, and consider and
vote on such other business as may properly come before the meeting or any
adjournment or postponement thereof. Your Board of Directors recommends that you
vote "FOR" each matter to be considered.
It is very important that your shares be represented and voted at the
meeting. Accordingly, we request your cooperation in promptly signing, dating
and mailing your white proxy card. Please act today.
CAUTION
A dissident shareholder, Lawrence B. Seidman, a representative of a
group of shareholders under the name of "The Committee to Preserve Shareholder
Value," has announced his intention to start a proxy contest in opposition to
your Board of Directors. Mr. Seidman will be seeking your vote to elect himself
to your Board, replacing one of your experienced and qualified directors. Mr.
Dennis Pollack, a member of the Committee and a current member of the boards of
directors of the Company and the Bank has indicated that in addition to his
support for Seidman, he will vote for two of the three Board nominees. We
caution you not to sign any proxy sent to you by Mr. Seidman if you want to
continue to support your existing Board of Directors.
We are committed to keeping you informed of further developments in
this matter and you may be assured that we will continue to act in the best
interests of the Company and all its shareholders.
On behalf of the Board of Directors and all of the employees of the
Company and the Bank, we thank you for your continued interest and support.
Sincerely yours,
Harold P. Cook, III
Chairman of the Board and
Chief Executive Officer
<PAGE>
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WAYNE BANCORP, INC.
1195 HAMBURG TURNPIKE
WAYNE, NEW JERSEY 07470
(973) 305-5500
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON _____ __, 1998
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NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the
"Annual Meeting") of Wayne Bancorp, Inc. (the "Company"), the holding company
for Wayne Savings Bank, F.S.B. will be held on _____ __, 1998, at 10:00 a.m.,
Eastern Time, at the Paris Inn, 1292 Alps Road, Wayne, New Jersey.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of three directors for terms of three years each
or until their successors are elected and qualified;
2. The ratification of the appointment of KPMG Peat Marwick LLP
as independent auditors of the Company for the fiscal year
ending December 31, 1998; and
3. Such other matters as may properly come before the meeting and
at any adjournments thereof, including whether or not to
adjourn the meeting.
The Board of Directors has established February 12, 1998, as the record
date for the determination of stockholders entitled to receive notice of and to
vote at the Annual Meeting and at any adjournments thereof. Only record holders
of the Common Stock of the Company as of the close of business on such record
date will be entitled to vote at the Annual Meeting or any adjournments thereof.
In the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit further solicitation of proxies by
the Company. A list of shareholders entitled to vote at the Annual Meeting will
be available at the administrative offices of the Company, 1195 Hamburg
Turnpike,Wayne, New Jersey 07470, for a period of ten days prior to the Annual
Meeting and will also be available at the Annual Meeting itself.
By Order of the Board of Directors
Michael G. DeBenedette
Secretary
Wayne, New Jersey
February __, 1998
IMPORTANT
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Your vote is important. Whether or not you plan to attend the Annual Meeting,
please sign, date and promptly mail the enclosed white proxy card in the
accompanying postage-paid envelope. Your prompt cooperation will help reduce
additional solicitation costs. If you have any questions or need assistance,
please call D.F. King & Co., Inc., which is assisting us, toll free at (800)
628-8510.
<PAGE>
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PROXY STATEMENT
OF
WAYNE BANCORP, INC.
1195 HAMBURG TURNPIKE
WAYNE, NEW JERSEY 07470
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ANNUAL MEETING OF SHAREHOLDERS
_____ __, 1998
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SOLICITATION AND VOTING OF PROXIES
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This Proxy Statement is being furnished to shareholders of Wayne
Bancorp, Inc. (the "Company") in connection with the solicitation by the Board
of Directors ("Board of Directors" or "Board") of proxies to be used at the
annual meeting of shareholders (the "Annual Meeting"), to be held on _____ __,
1998 at 10:00 a.m., at the Paris Inn, 1292 Alps Road, Wayne, New Jersey and at
any adjournments thereof. The 1997 Annual Report to Shareholders, including
consolidated financial statements for the fiscal year ended December 31, 1997,
accompanies this Proxy Statement, which is first being mailed to stockholders
entitled to notice of and to vote at the Annual Meeting, on or about February
__, 1998. The Annual Report does not constitute "soliciting material" and is not
to be deemed "filed" with the Securities and Exchange Commission (the
"Commission").
Regardless of the number of shares of Common Stock owned, it is
important that record holders of a majority of the shares be represented by
proxy or be present in person at the Annual Meeting. Shareholders are requested
to vote by completing the enclosed proxy card and returning it signed and dated
in the enclosed postage-paid envelope. Shareholders are urged to indicate their
vote in the spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN
THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXY CARDS WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT AND
FOR THE APPROVAL AND RATIFICATION OF EACH OF THE SPECIFIC PROPOSALS PRESENTED IN
THIS PROXY STATEMENT.
Other than the matters set forth on the attached Notice of Annual
Meeting of Shareholders, the Board of Directors knows of no additional matters
that will be presented for consideration at the Annual Meeting. EXECUTION OF A
PROXY, HOWEVER, CONFERS ON THE DESIGNATED PROXY HOLDERS DISCRETIONARY AUTHORITY
TO VOTE THE SHARES IN ACCORDANCE WITH THEIR BEST JUDGMENT ON SUCH OTHER
BUSINESS, IF ANY, THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND AT ANY
ADJOURNMENTS THEREOF, INCLUDING WHETHER OR NOT TO ADJOURN THE ANNUAL MEETING.
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Annual Meeting and voting in person. However, if you are a shareholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.
<PAGE>
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VOTING SECURITIES
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The securities which may be voted at the Annual Meeting consist of
shares of common stock of the Company ("Common Stock"), with each share
entitling its owner to one vote on all matters to be voted on at the Annual
Meeting, except as described below. There is no cumulative voting for the
election of directors.
The close of business on February 12, 1998 has been fixed by the Board
of Directors as the record date (the "Record Date") for the determination of
shareholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 2,013,823 shares.
As provided in the Company's Certificate of Incorporation,
recordholders of Common Stock who beneficially own in excess of 10% of the
outstanding shares of Common Stock (the "Limit") are not entitled to any vote in
respect of the shares held in excess of the Limit. A person or entity is deemed
to beneficially own shares owned by an affiliate of, as well as, by persons
acting in concert with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors (i) to make all determinations
necessary to implement and apply the Limit, including determining whether
persons or entities are acting in concert, and (ii) to demand that any person
who is reasonably believed to beneficially own stock in excess of the Limit
supply information to the Company to enable the Board of Directors to implement
and apply the Limit.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the Annual
Meeting. In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the Annual Meeting, the Annual Meeting may
be adjourned in order to permit the further solicitation of proxies.
As to the election of directors set forth in Proposal I, the proxy card
being provided by the Board of Directors enables a stockholder to vote "FOR" the
election of the nominees proposed by the Board of Directors, or to "WITHHOLD"
authority to vote for one or more of the nominees being proposed. Under Delaware
law and the Company's bylaws, directors are elected by a plurality of votes
cast, without regard to either (i) broker non-votes, or (ii) votes withheld on
proxies as to which authority to vote for one or more of the nominees being
proposed is withheld.
As to the ratification of KPMG Peat Marwick, LLP as independent
auditors of the Company set forth in Proposal II, by checking the appropriate
box, you may: (i) vote "FOR" the item; (ii) vote "AGAINST" the item; or (iii)
"ABSTAIN" with respect to the item. Under the Company's bylaws, unless otherwise
required by law, all such matters shall be determined by a majority of the votes
present, in person or by proxy, and entitled to vote at the Annual Meeting,
without regard to broker non-votes. Proxies marked "ABSTAIN" will have the same
effect as a vote against the matter.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
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The following table sets forth information as to those persons believed
by management to be beneficial owners of more than 5% of the Company's
outstanding shares of Common Stock on the Record Date or as disclosed in certain
reports regarding such ownership filed by such persons with the Company and with
the Commission, in accordance with Sections 13(d) and 13(g) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"). Other than those persons
listed below, the Company is not
2
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aware of any person, as such term is defined in the Exchange Act, that owns more
than 5% of the Company's Common Stock as of the Record Date.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
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Wayne Savings Bank, F.S.B. Employee Stock
Ownership Plan ("ESOP")
1195 Hamburg Turnpike
Wayne, New Jersey 07470 178,511(1) 8.86%
Seidman and Associates, L.L.C.
Seidman and Associates II, L.L.C.,
Seidman Investment Partnership, L.P.,
Lawrence B. Seidman, Benchmark Partners, L.P.,
The Benchmark Company, Inc., S/B
International Fund, Ltd.,
Richard Whitman, Lorraine DiPaolo, Dennis Pollack
750 Lexington Avenue
New York, New York 10022 200,450(2) 9.95%
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(1) Shares of Common Stock were acquired by the ESOP in the Bank's
conversion from the mutual to the stock form (the "Conversion"). The
ESOP Committee of the Board of Directors administers the ESOP. First
Bankers Trust, N.A. has been appointed as the corporate trustee for the
ESOP ("ESOP Trustee"). The ESOP Trustee, subject to its fiduciary duty,
must vote all allocated shares held in the ESOP in accordance with the
instructions of the participants. Under the ESOP, the ESOP Trustee will
vote the unallocated shares in a manner calculated to most accurately
reflect the instructions received from participants so long as the
Trustee determines such vote is in accordance with the provisions of
the Employee Retirement Income Security Act of 1974, as amended
("ERISA").
(2) Based on information disclosed by the group of reporting persons set
forth herein in a Schedule 13D filed with the SEC and most recently
amended on January 28, 1998.
3
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PROPOSAL I -- ELECTION OF DIRECTORS
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The Board of Directors of the Company currently consists of ten (10)
directors and is divided into three classes. Each of the ten members of the
Board of Directors of the Company also presently serves as a director of the
Bank. Because the Board is classified, directors are elected for terms of three
years each, with the term of office of only one of the three classes of
directors expiring each year. Directors serve until their successors are elected
and qualified.
As a result of negotiations in connection with the solicitation of
proxies by the Committee to Preserve Shareholder Value (the "Committee") in
opposition to the Wayne Bancorp, Inc. 1996 Stock- Based Incentive Plan
("Incentive Plan"), the Company and the Committee entered into an agreement (the
"Agreement") on February 10, 1997, which became binding upon the approval of the
Incentive Plan. Pursuant to such Agreement (i) the size of the Boards of
Directors of the Company and the Bank were expanded and Dennis Pollack was
appointed as a Director for a term expiring at the Company's 1997 Annual Meeting
of Stockholders; and (ii) Mr. Pollack was nominated for re-election to the Board
of Directors at its 1997 Annual Meeting of Stockholders. In addition, the
Agreement places certain restrictions on the Committee's ability to solicit
proxies in opposition to the Company prior to the 1999 Annual Meeting, and
prohibits members of the Committee from acquiring additional shares of the
Company's common stock such that their aggregate ownership exceeds 10% of the
outstanding common stock.
The three nominees proposed for election at this Annual Meeting are
Thomas D. Collins, Johanna O'Connell and Nicholas S. Gentile, Jr.
In the event that any such nominee is unable to serve or declines to
serve for any reason, it is intended that the proxies will be voted for the
election of such other person as may be designated by the present Board of
Directors. The Board of Directors has no reason to believe that any of the
persons named will be unable or unwilling to serve. Unless authority to vote for
the nominee is withheld, it is intended that the shares represented by the
enclosed proxy card, if executed and returned, will be voted for the election of
the nominees proposed by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
THE NOMINEES NAMED IN THIS PROXY STATEMENT.
Mr. Pollack, a member of the Committee and a director of the boards of
directors of the Company and the Bank has indicated that in addition to his
support for Seidman, he will vote for two of the three Board nominees.
Information with Respect to the Nominees and Continuing Directors
The following table sets forth each nominee and continuing director's
name, age, the year he or she first became a director, the year in which his or
her current term will expire and the number of shares and percentage of the
Company's Common Stock beneficially owned on the Record Date. The following
table also sets forth, for all executive officers and directors as a group and
for each executive officer listed in the Summary Compensation Table under the
caption "Executive Compensation," the number of shares and the percentage of the
Company's Common Stock beneficially owned on the Record Date.
4
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<TABLE>
<CAPTION>
Shares of
Year First Current Common Stock Percent
Elected Term to Beneficially of
Name Age (1) Director Expire Owned(2) Class
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BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001
<S> <C> <C> <C> <C> <C>
Thomas D. Collins 63 1981 1998 14,644(3)(4) *
Johanna O'Connell 46 1996 1998 16,328(5)(6)(8) *
Nicholas S. Gentile, Jr. 67 1965 1998 2,444(3)(4) *
DIRECTORS CONTINUING IN OFFICE
David M. Collins 58 1981 1999 7,674(3)(4) *
Richard Len 63 1988 1999 19,073(3)(4)(8) *
Charles A. Lota 40 1993 1999 8,094(3)(4)(9) *
Harold P. Cook, III 43 1991 2000 19,443(4)(5) *
William J. Lloyd 74 1961 2000 4,844(3)(4) *
Ronald Higgins 62 1988 2000 3,844(3)(4) *
Dennis Pollack 47 1997 2000 5,500(7) *
All executive officers and
directors as a group
(14 persons) 131,946(10) 6.27%
</TABLE>
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(1) At December 31, 1997.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares
reported herein (except as noted).
(3) Includes 669 shares awarded to such individual under the Incentive Plan
which vest within 60 days of the Record Date. Awards to directors under
the Incentive Plan vest in five equal annual installments commencing
February 25, 1998.
(4) Includes 1,673 shares subject to options granted to such individual
under the Incentive Plan and exercisable within 60 days of the Record
Date.
(5) Includes 669 and 3,570 shares awarded to Mr. Cook and Ms. O'Connell,
respectively, under the Incentive Plan which vest within 60 days of the
Record Date. Base grants to officers under the Incentive Plan vest in
five equal annual installments commencing February 25, 1998; however,
performance grants, which constitute 25%, 50% and 75% of the amount of
the grant that will vest in years 2000, 2001 and 2002, respectively,
will only vest if the performance criteria for the year established by
the Compensation Committee is met.
(6) Includes 8,925 shares subject to options granted to Ms. O'Connell under
the Incentive Plan and exercisable within 60 days of the Record Date.
(7) Mr. Pollack is a member of a group of reporting persons under Section
13(d) of the Exchange Act, and therefore, beneficial ownership of all
of the shares held by members of the group is attributable to Mr.
Pollack. Mr. Pollack individually owns 5,500 shares. See "Security
Ownership of Certain Beneficial Owners."
(8) Includes 1,730 and 1,637 shares allocated to Ms. O'Connell and Mr. Len,
respectively under the Bank's ESOP.
(9) Includes 1,000 shares held by Zurich Group Partnership, a general
partnership of which Mr. Cook is one of a general partnership with six
equal general partners.
(10) Includes 13,306 shares allocated to executive officers and directors
under the Incentive Plan, and 7,171 shares allocated to executive
officers under the ESOP. Includes 33,019 shares subject to options
granted to executive officers and directors exercisable within 60 days
of the Record Date.
(*) Does not exceed 1.0% of the Company's outstanding voting securities.
5
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The principal occupation during the past five years of each nominee and
director of the Company is set forth below.
David M. Collins has been an educator in Wayne Township since 1967 and
has also been involved in real estate acquisitions and management.
Thomas D. Collins is the Assistant Secretary of the Company and the
Board Secretary of the Bank. Mr. Collins was the owner-manager of Town & Country
Hardware Inc., Wayne, New Jersey from 1960 until January 1997 when he retired
and closed the store.
Harold P. Cook, III is Chairman of the Board and Chief Executive
Officer of the Company and Chairman of the Board of the Bank. Mr. Cook has been
a partner with the law firm Cook & DeLuccia since 1982 which from time-to-time
provides legal services to the Company.
Nicholas S. Gentile, Jr. is Secretary to the Board of the Company and
is President and Chief Executive Officer of Pompton Lakes Building Supply Co.
Ronald Higgins has been a real estate broker for Century 21 since 1995
and a principal owner and insurance agent for RLM Insurance Agency since 1967
and is a real estate entrepreneur.
Richard Len has been a director since 1988 and is employed with Wayne
Savings Financial Services Group, Inc., a subsidiary of the Bank.
William J. Lloyd has been retired since 1986. Mr. Lloyd was Chairman of
the Board of Directors of the Bank from January 1992 to June 1997.
Charles A. Lota is Vice Chairman of the Board of the Bank and a
Certified Public Accountant and currently owns his own accounting firm in
Wyckoff, New Jersey.
Johanna O'Connell has served as President of the Company and President
and Chief Executive Officer of the Bank since September 6, 1996. Previously, Ms.
O'Connell served as Vice President of the Company and Senior Vice President and
Chief Lending Officer of the Bank.
Dennis Pollack has served as President and Chief Executive Officer of
CBC Bancorp, Inc. and Connecticut Bank of Commerce, Stanford, Connecticut since
February 1996. He was Regional President of First Fidelity Bank, N.A.,
Hawthorne, New York in 1994. Previous to that he served as President and Chief
Executive Officer of the Savings Bank of Rockland County, Spring Valley, New
York from 1987-1994.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers (as
defined in regulations promulgated by the Commission thereunder) and directors,
and persons who own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership with
the Commission. Officers, directors and greater than ten percent shareholders
are required by Commission regulation to furnish the Company with copies of all
Section 16(a) forms they file. Based solely on a review of copies of such
reports of ownership furnished to the Company, or written representations that
no forms were necessary, the Company believes that during the past fiscal
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year all filing requirements applicable to its officers, directors and greater
than ten percent beneficial owners were complied with.
Meetings of the Board of Directors and Committees of the Board of Directors of
the Company
The Board of Directors of the Company conducts its business through
meetings of the Board of Directors and through activities of its committees. The
Board of Directors of the Company meets monthly and may have additional meetings
as needed. During the year ended December 31, 1997, the Board of Directors of
the Company held 22 meetings. Except for Mr. Pollack, all of the directors of
the Company attended at least 75% of the total number of the Company's Board
meetings held and committee meetings on which such directors served during 1997.
In order to permit it to more effectively discharge its duties, the Board of
Directors of the Company has established and maintains committees, the nature
and composition of which are described below:
Audit Committee. Consisting solely of non-employee, independent
directors, the Audit Committee of the Company and the Bank consists of Messrs.
Charles A. Lota (Chairman), Thomas D. Collins and Ronald Higgins and is
responsible for establishing audit policy. The Committee also reviews and
reports to the Board on the Bank's financial condition and reviews the audit
reports of the Bank prepared by the independent auditors. The Audit Committee of
the Bank and Company met three times in 1997.
Nominating Committee. The Company's Nominating Committee for the 1998
Annual Meeting consists of the full Board of Directors. The committee considers
and recommends the nominees for director to stand for election at the Company's
annual meeting of shareholders. The Company's Certificate of Incorporation and
Bylaws provide for stockholder nominations of directors. These provisions
require such nominations to be made pursuant to timely notice in writing to the
Secretary of the Company. The stockholder's notice of nomination must contain
all information relating to the nominee which is required to be disclosed by the
Company's Bylaws and by the Exchange Act. The Nominating Committee met once in
1997.
Compensation Committee. The Company is the parent company of the Bank
and does not pay any cash compensation to the executive officers of the Company.
Therefore, the Company does not maintain a compensation committee. The boards of
directors of the Company and the Bank have the same members and the compensation
committee of the Bank, consisting of the full Board of Directors determines the
compensation of the executive officers of the Bank. The committee meets to
establish compensation and benefits for the executive officers and to review the
incentive compensation programs when necessary. The committee is also
responsible for all matters regarding compensation and benefits, hiring,
termination and affirmative action issues for other officers and employees of
the Company and the Bank. The Compensation Committee met one time in 1997.
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Additional Information with Respect to the Company's Directors and Director
Nominees
The following table sets forth information with respect to those
directors and nominees for director of the Company who have purchased Common
Stock of the Company in the two years preceding the date of this Proxy
Statement. The table below does not include information with respect to stock
grants made under the Company's Incentive Plan nor shares that have been
allocated under the Company's ESOP, which information is set forth in the
preceding table.
Name Date Purchased Amount Purchased
- ----------------------------- -------------- ----------------
Charles A. Lota 06/27/96 5,001
10/24/97 750
David M. Collins 06/27/96 4,501
08/14/97 830
Richard Len 06/27/96 15,001
Thomas D. Collins 06/27/96 10,001
05/02/97 2,300
Nicholas S. Gentile, Jr. 06/27/96 101
William J. Lloyd 06/27/96 2,501
Ronald Higgins 06/27/96 1,501
Harold P. Cook, III 06/27/96 15,001
02/21/97 500
03/09/97 100
03/15/97 100
05/12/97 500
Johanna O'Connell 06/27/96 2,102
Dennis Pollack 08/96 1,000
09/96 3,500
11/96 1,000
None of the holdings of the directors and director nominees of the
Company set forth herein are held of record but not beneficially, nor are any of
such securities owned beneficially by associates of such persons, except as set
forth herein. Mr. Len's spouse owns 3,000 shares which are included above. As of
the date of this Proxy Statement, no director or director nominee of the Company
has purchased the Company's Common Stock with funds that were borrowed or
otherwise obtained for the purpose of acquiring such shares of Common Stock. As
of the date hereof, no director or director nominee of the Company has sold any
shares of the Company's Common Stock in the two years preceding the date of this
Proxy Statement.
In addition, no director or director nominee of the Company is or was
during the past year a party to any contracts, arrangements or understandings
with any person with respect to the Common
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Stock of the Company other than in connection with the Agreement between the
Committee and the Company as discussed earlier and in connection with the
Incentive Plan. See "-- Directors' Compensation -- Incentive Plan", and no
director or director nominee of the Company beneficially owns, directly or
indirectly, any securities of Wayne Savings Bank, F.S.B., the Company's wholly
owned subsidiary. Other than as set forth herein, no director or director
nominee of the Company or any associates thereof has any arrangement or
understanding with any person: (i) with respect to any future employment by the
Company or its affiliates; or (ii) with respect to any future transactions to
which the Company or any of its affiliates will or may be a party. Finally, no
director or director nominee has, during the past 10 years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
For purposes of the solicitation of proxies by the Company's Board of
Directors, the business address of each of the Company's directors and director
nominees is Wayne Bancorp, Inc., 1195 Hamburg Turnpike, Wayne, New Jersey 07470.
Directors' Compensation
Directors' Fees. All members of the Board of Directors of the Company
and the Bank, except Johanna O'Connell, currently receive an annual retainer fee
of $11,111 and the Chairman of the Board and the Secretary to the Board of the
Company each receives a fee of $200 for each Board meeting attended. No
committee fees are paid by the Company.
The Chairman of the Board of the Bank receives a fee of $1,292 per
month, the Vice Chairman receives a fee of $468 per month, the Secretary of the
Board receives a fee of $835 per month, and all directors except Johanna
O'Connell receive a fee of $356 per month, regardless of the number of meetings
held by the Board. The Chairman of each committee of the Board of Directors of
the Bank is paid $50 per meeting if the Chairman prepares minutes for the
committee meeting.
The Bank maintains one Director Emeritus position that is currently
filled by Joseph J. DeLuccia, who served on the Board of Directors of the Bank
from 1965 to 1990. Mr. DeLuccia is paid a fee for consulting services.
Incentive Plan. Under the Incentive Plan, each outside director was
granted non-incentive stock options to purchase 8,367 shares of Common Stock at
an exercise price of $17.00 per share, which was the fair market value of the
shares on the date of grant (February 25, 1997). Options become exercisable in
five (5) equal annual installments of 20% commencing one year from the date of
grant.
Under the Incentive Plan, each outside director was granted an award of
3,347 shares of Common Stock. Awards to directors vest in five (5) equal annual
installments at a rate of 20% commencing one year from the date of grant
(February 25, 1997).
Executive Compensation
The report of the Compensation Committee and the stock performance
graph shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except as to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed "filed" under such
Acts.
9
<PAGE>
Compensation Committee Interlocks and Insider Participation
The Company is the parent company of the Bank and does not pay any cash
compensation to the executive officers of the Company. Also, the Boards of
Directors of the Company and the Bank have the same members. Therefore, the
Company does not maintain a compensation committee. The Compensation Committee
of the Board of Directors of the Bank is responsible for establishing the
compensation levels and benefits for executive officers of the Bank, who also
serve as executive officers of the Company and for reviewing recommendations of
management for compensation and benefits for other officers and employees of the
Bank. Ms. O'Connell and Mr. Len serve on the Compensation Committee and are
executive officers of the Company. Ms. O'Connell and Mr. Len did not participate
in matters involving their personal compensation.
The Company had no "interlocking" relationships existing on or after
January 1, 1997 in which (i) any executive officer is a member of the Board of
Directors/Trustees of another entity, one of whose executive officers is a
member of the board of directors of the Company, or where (ii) any executive
officer is a member of the compensation committee of another entity, one of
whose executive officers is a member of the board of directors of the Company.
Compensation Committee Report on Executive Compensation
Under rules established by the Commission, the Company is required to
provide certain data and information in regard to the compensation and benefits
provided to the Company's Chief Executive Officer and other executive officers
of the Company or the Bank. The disclosure requirements for the Chief Executive
Officer and other executive officers include the use of tables and a report
explaining the rationale and considerations that led to fundamental compensation
decisions affecting those individuals. In fulfillment of this requirement, the
Compensation Committee of the Board of Directors of the Bank, at the direction
of the Board of Directors, has prepared the following report for inclusion in
this Proxy Statement.
Compensation Policies. The Compensation Committee has the following
goals for compensation programs impacting the executive officers of the Company
and the Bank:
[bullet] to provide motivation for the executive officers to enhance
stockholder value by linking their compensation to the value of the Company's
stock;
[bullet] to retain the executive officers who have led the Company to
high performance levels and allow the Bank to attract high quality executive
officers in the future by providing total compensation opportunities which are
consistent with competitive norms of the industry and the Company's level of
performance; and
[bullet] to maintain reasonable "fixed" compensation costs by targeting
base salaries at a competitive average.
Base Salary. Executives earn salaries that the Compensation Committee
deems reasonable and within the average range as those earned by other
executives performing similar duties at institutions that are similarly sized
and located as the Bank. The Compensation Committee intends to consider the
entire compensation package, including the equity compensation provided under
the Company's stock plans. The Compensation Committee meets in the first quarter
of each year to determine the level of any salary
10
<PAGE>
increase to take effect as of the beginning of that fiscal year and will adjust
salaries after reviewing the qualifications and experience of the executive
officers of the Bank, the compensation paid to persons having similar duties and
responsibilities in other institutions and the size of the Bank and the
complexity of its operations. The Compensation Committee will consult surveys of
compensation paid to executive officers performing similar duties for depository
institutions and their holding companies, with particular focus on the level of
compensation paid by comparable institutions including some, but not all, of the
companies included in the peer group used for the Stock Performance Graph. The
Compensation Committee believes that current salary levels are consistent with
competitive practices of other comparable institutions and each executive's
level of responsibility and intends for that to be the case in future years.
Although the Compensation Committee's policy in regard to base salary
is subjective and no specific formula is used for decision making, the
Compensation Committee considered the overall performance of the Bank in
establishing compensation levels.
Incentive Compensation. In 1997, the Board adopted and the shareholders
of the Company ratified the Incentive Plan. The purposes of the Incentive Plan
are to provide executive officers with a proprietary interest in the Company as
an incentive to contribute to the success of the Company, promote the attention
of management to shareholders' concerns and reward employees for outstanding
performance. Awards under the Incentive Plan are in the form of stock options
and restricted stock. The Company utilizes the Incentive Plan to provide
executive officers with equity based compensation which may provide additional
compensation to such officers depending upon the performance of the Company's
common stock.
Compensation for the Chief Executive Officer. Mr. Cook is the Chief
Executive Officer of the Company. He is not paid an annual salary by the
Company, but is paid board fees of $1,292 per month as Chairman of the Board of
the Bank. In addition, Mr. Cook has been awarded restricted stock and options
pursuant to the Incentive Plan.
Ms. O'Connell is the Chief Executive Officer of the Bank. Ms.
O'Connell's salary of $125,000 is within the average range for similarly sized
thrift institutions with similar operating results in the New York/New Jersey
area. Ms.O'Connell has employment agreements which specify her base salary and
require periodic review of such salary. In addition, she, as do other executive
officers, participates in other benefit plans available to all employees
including the Employee Stock Ownership Plan and the 401(k) Plan. In 1997, Ms.
O'Connell was awarded stock options and restricted stock which vest over a five
year period. A portion of the restricted stock awards vest based on the
Company's performance in future periods. The mix of options and restricted stock
awards was set balancing rewards for past performance with incentive for future
performance.
Compensation Committee
----------------------
Harold P. Cook, III Nicholas S. Gentile, Jr.
William J. Lloyd David M. Collins
Ronald Higgins Richard Len
Thomas D. Collins Charles A. Lota
Dennis Pollack Johanna O'Connell
11
<PAGE>
Stock Performance Graph
The following graph shows a comparison of cumulative total stockholder
return on the Company's Common Stock based on the market price of the Common
Stock with the cumulative total return of companies in the Nasdaq Stock Market
and the Nasdaq Stock Market Bank Stock Index for the period beginning on June
27, 1996 the day the Company's Common Stock began trading, through December 31,
1997.
[GRAPHIC OMITTED]
================================================================================
6/27/96 12/31/96 12/31/97
------- -------- --------
CRSP Nasdaq U.S. Index $100 $110 $136
CRSP Nasdaq Bank Index 100 125 212
Wayne Bancorp, Inc. 100 144 254
================================================================================
12
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth, for the fiscal years ended December 31,
1997, 1996 and 1995, certain information as to the total remuneration received
by the chief executive officer as well as by each of the two other most highly
compensated executive officers of the Company whose total annual salary and
bonus exceeded $100,000 during these periods for services rendered in all
capacities to the Company.
<TABLE>
<CAPTION>
Annual Compensation(1) Long Term Compensation
---------------------- -----------------------------
Awards
-----------------------------
Securities
Underlying All Other
Other Annual Restricted Stock Options/ Compensation
Name and Principal Position Year Salary($) Bonus($) Compensation($) Award(s)($)(2) SARs(#)(3) ($)(4)
- --------------------------- ---- --------- --------- --------------- -------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Harold P. Cook, III 1997 $27,056 $ -- -- $56,899 8,367 $ --
Chief Executive Officer of 1996 21,300 -- -- -- -- --
the Company 1995 17,800 -- -- -- -- --
Johanna O'Connell 1997 125,000 -- -- 303,467 44,627 4,986
President of the Company 1996 106,845 -- -- -- -- 4,359
and Chief Executive Officer 1995 84,450 31,957 -- -- -- 3,386
of the Bank
Richard Len 1997 54,173 91,658(5) -- 56,899 8,367 211,882
Chairman of Wayne Savings 1996 73,500 52,517(5) -- -- -- 6,672
Financial Services Group, 1995 71,300 66,759(5) -- -- -- 5,829
Inc.
</TABLE>
- -------------------
(1) Under Annual Compensation, the column titled "Salary" includes amounts
deferred by the named executive officer pursuant to the Bank's 401(k)
Plan as hereinafter defined pursuant to which employees may defer up to
15% of their compensation and executive officers may defer up to the
maximum limits under the Internal Revenue Code of 1986, as amended
("Code") not to exceed 15%, and includes board fees of $27,056 for
1997, $21,300 for 1996 and $17,800 for 1995 paid to Mr. Cook and
$15,698 for 1997, and $19,500 for 1996 and $17,300 for 1995 paid to Mr.
Len. "Bonus" for 1995 includes $8,149 paid to Ms. O'Connell, earned in
1995, but paid in January 1996. The Board discontinued the practice of
paying cash bonuses to executives in 1996.
(2) Represents 3,347, 17,851, and 3,347 shares of Common Stock awarded to
Mr. Cook, Ms. O'Connell and Mr. Len, respectively, on February 25,
1997, under the Incentive Plan based upon the closing price of the
Common Stock on the date of award ($17.00 per share). The aggregate
number of shares of restricted stock held as of December 31, 1997, and
the value thereof as of such date, were as follows: Cook: 3,347 shares
($89,532); O'Connell: 17,851 ($447,514); and Len: 3,347 shares
($89,532). Restricted stock awards vest in five equal installments
commencing February 25, 1998, however, performance grants, which
constitute 25%, 50% and 75% of the amount of the grant that will vest
in years 2000, 2001, and 2002, respectively, will only vest if the
performance criteria for the year established by the Compensation
Committee is met. Dividends on shares of restricted stock are held in
arrears and paid upon vesting of the applicable award.
(3) The options, by their terms, are first exercisable at a rate of 20% per
year beginning February 25, 1998, but in no event shall any options be
exercisable more than 10 years after the effective date of grant. See
"--Incentive Plan."
(4) Includes amounts contributed by the Bank under the Bank's 401(k) Plan
and reimbursement for insurance expenses. In addition, $205,000 of Mr.
Len's 1997 amount represents the payment by the Company to buy Mr.
Len's rights under a contract entered into in 1989 which established
Wayne Savings Financial Services Group, Inc. Pursuant to such
transaction, Mr. Len agreed to extinguish his change in control
agreement and forfeit 10,041 shares of restricted stock and 25,103
options which were granted to him on February 25, 1997.
(5) Represents commissions paid to Mr. Len by Wayne Savings Financial
Services Group, Inc., a wholly owned subsidiary of the Bank. Mr. Len's
commissions are based on sales of securities and insurance by Wayne
Savings Financial Services Group.
13
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
- --------------------------------------------------------------------------------
Potential Realizable
Value At Assumed
Percent Annual Rates of
Number of of Total Stock Price
Securities Options/SARs Appreciation for
Underlying Granted to Exercise Option Term
Options/SARs Employees Price Expiration
Name Granted in Fiscal Year ($/Share) Date 5%($) 10%($)
- ---- ------------ -------------- --------- ---- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Harold P. Cook 8,367 4.6% $17.00 2007 $ 89,453 $ 226,692
Johanna O'Connell 44,627 24.4% 17.00 2007 477,116 1,209,106
Richard Len 8,367 4.6% 17.00 2007 89,453 226,692
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs Options/SARs
Shares Acquired at FY-End (#) at FY-End (1)($)
Name on Exercise (#) Value Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
--------------- ----------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Harold P. Cook -- $ -- --/8,367 $--/$81,578
Johanna O'Connell -- -- --/44,627 --/435,113
Richard Len -- -- --/8,367 --/81,578
</TABLE>
- -------------------
(1) Market value of the underlying securities at year-end ($26.75 per share)
minus the exercise price ($17.00 per share), multiplied by the number of
underlying securities.
Employment Agreements. The Bank and the Company have entered into
employment agreements with Ms. O'Connell ("Executive") as described below. These
employment agreements are intended to ensure that the Bank and the Company will
be able to maintain a stable and competent management base. The continued
success of the Bank and the Company and the growth of the Company's shareholder
value depends to a significant degree on the skills and competence of Ms.
O'Connell.
The employment agreements provide for a three-year term. The Bank
employment agreement provides that, commencing on the first anniversary date and
continuing each anniversary date thereafter, the Board of the Bank may extend
the agreement for an additional year so that the remaining term shall be three
years, unless written notice of non-renewal is given by the Board of the Bank
after conducting a performance evaluation of the Executive. The term of the
Company employment agreement will be extended on a daily basis unless written
notice of non-renewal is given by the Board of the Company. The agreements
provide that the Executive's base salary will be reviewed annually. The current
base salary of Ms. O'Connell is $125,000. In addition to the base salary, the
agreements provide for, among
14
<PAGE>
other things, participation in stock benefits plans and other fringe benefits
applicable to executive personnel.
The agreements provide for termination of the Executive's employment by
the Bank or the Company for cause as defined in the agreements at any time.
Under the agreements, in the event the Bank or the Company chooses to terminate
the Executive's employment for reasons other than for cause, or in the event of
the Executive's voluntary resignation from the Bank, or the Company upon: (i)
failure to re-elect or reappoint the Executive to her current offices, unless
consented to by Executive; (ii) a material change in the Executive's functions,
duties or responsibilities which change would cause Executive's position to
become one of lesser responsibility, importance or scope from the position and
attributes thereof described in the agreement, provided that no breach shall be
deemed to have occurred in the event Executive continues to receive the same
compensation and benefits as those being received by the Executive immediately
preceding the change in Executive's functions, duties or responsibilities,
unless consented to by Executive; (iii) a relocation of the Executive's
principal place of employment by more than 15 miles, unless consented to by
Executive; (iv) a material reduction in the benefits and perquisites to the
Executive, unless consented to by Executive; (v) liquidation or dissolution of
the Bank or the Company; or (vi) a breach of the agreement by the Bank or the
Company, the Executive or, in the event of Executive's subsequent death, her
beneficiary, beneficiaries or estate, as the case may be, would be entitled to
receive an amount equal to the remaining base salary payments due to the
Executive and the contributions that would have been made on the Executive's
behalf to any employee benefit plans of the Bank or the Company during the
remaining term of the agreement. The Bank and the Company would also continue
and pay for the Executive's life, health and disability coverage for the
remaining term of the agreements.
Under the agreements, if involuntary termination or voluntary
resignation under the conditions set forth above and as set forth in the
agreements, follows a change in control of the Bank or the Company (as defined
in the agreements), the Executive or, in the event of the Executive's death, her
beneficiary, beneficiaries or estate, as the case may be, would be entitled to a
severance payment equal to the greater of: (i) the payments due for the
remaining term of the agreements; or (ii) three times the average annual
compensation for the five preceding taxable years, as described in the
agreements. The Bank and the Company would also continue the Executive's life,
health, and disability coverage. Notwithstanding that both agreements provide
for a severance payment in the event of a change in control, the Executive would
only be entitled to receive a severance payment under one agreement. Based
solely on the compensation reported in the summary compensation table for 1997,
excluding any benefits under any employee plan which may be payable, following a
change in control and termination of employment, Ms. O'Connell would receive
severance payments in the amount of approximately $307,932.
Payments under the employment agreements and the change in control
agreements, described below, in the event of a change in control may constitute
some portion of an excess parachute payment under Section 280G of the Internal
Revenue Code (the "Code") for executive officers, resulting in the imposition of
an excise tax on the recipient and denial of the deduction for such excess
amounts to the Company and the Bank.
Payments to the Executive under the Bank's agreement will be guaranteed
by the Company in the event that payments or benefits are not paid by the Bank.
Payment under the Company's agreement would be made by the Company. All
reasonable costs and legal fees paid or incurred by the Executive pursuant to
any dispute or question of interpretation relating to the Agreements would be
paid by the
15
<PAGE>
Bank or Company, respectively, if the Executive is successful on the merits
pursuant to a legal judgment, arbitration or settlement. The employment
agreements also provide that the Bank and Company shall indemnify the Executive
to the fullest extent allowable under federal and Delaware law, respectively.
Incentive Plan. The Company maintains the Incentive Plan, which was
approved by the shareholders of the Company on February 25, 1997. The purpose of
the Incentive Plan is to attract and retain qualified personnel in key
positions, provide officers, employees and non-employee directors, including
directors emeritus and advisory directors, with a proprietary interest in the
Company as an incentive to contribute to the success of the Company, promote the
attention of management to shareholders' concerns and reward employees for
outstanding performance.
The Incentive Plan authorizes the granting of options to purchase
Common Stock, option-related awards and awards of Common Stock (collectively,
"Awards"). Subject to certain adjustments to prevent dilution of Awards to
participants, the maximum number of shares reserved for Awards under the
Incentive Plan is 312,393 shares. The maximum number of shares reserved for
purchase pursuant to the exercise of options and option-related Awards which may
be granted under the Incentive Plan is 223,138 shares. The maximum number of the
shares reserved for the award of shares of Common Stock ("Stock Awards") is
89,255 shares. All officers, other employees and non-employee directors,
including advisory directors and directors emeritus, of the Company and its
affiliates are eligible to receive Awards under the Incentive Plan. The
Incentive Plan will be administered by a committee (the"Committee"). Authorized
but unissued shares or shares previously issued and reacquired by the Company
may be used to satisfy Awards under the Incentive Plan. The grant of Stock
Awards and the exercise of options granted under the Incentive Plan will result
in an increase in the number of shares outstanding, and may have a dilutive
effect on the holdings of existing shareholders.
Transactions with Certain Related Persons
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to executive officers, directors, employees, or
immediate family members or affiliates thereof. The loans have been made in the
ordinary course of business and on substantially the same terms and conditions
(including interest rates and collateral) that apply to the Bank's other
customers, and do not involve more than the normal risk of collectibility, nor
present other unfavorable features. All loans by the Bank to its directors and
executive officers are subject to Office of Thrift Supervision regulations
restricting loans and other transactions with affiliated persons of the Bank.
The Bank's affiliates must qualify for any loans on the same terms and
conditions that apply to other customers.
Mr. Cook's law firm provides certain legal services for the Bank and
its customers. Mr.Cook's firm was paid $32,375 during fiscal year 1997 for
services rendered to the Bank and its customers.
16
<PAGE>
- --------------------------------------------------------------------------------
PROPOSAL II - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
The Company's independent auditors for the fiscal year ended December
31, 1997 were KPMG Peat Marwick LLP. The Company's Board of Directors has
reappointed KPMG Peat Marwick LLP to continue as independent auditors for the
Bank and the Company for the year ending December 31, 1998, subject to
ratification of such appointment by the shareholders.
Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting. They will be given an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
shareholders present at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY.
- --------------------------------------------------------------------------------
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
Shareholder Proposals
To be considered for inclusion in the Company's proxy statement and
form of proxy relating to the 1999 Annual Meeting of Shareholders, a shareholder
proposal must be received by the Secretary of the Company at the address set
forth on the Notice of Annual Meeting of Shareholders not later than October 19,
1998. Any such proposal will be subject to 17 C.F.R. Section 240.14a-8 of the
Rules and Regulations under the Exchange Act.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
D.F. King & Co., Inc. ("D.F. King") will assist the Company in
soliciting proxies for the Annual Meeting and will be paid a fee of $25,000,
plus out-of-pocket expenses. The Company has agreed to indemnify D.F. King and
its controlling persons, officers, directors, employees and agents from and
against any and all losses, claims, damages, liabilities and expenses relating
to its engagement, including liabilities and expenses under the federal
securities laws, but excluding matters relating to the indemnified person's
negligence, bad faith or willful misconduct. Approximately 30 persons will be
used by D.F. King in its solicitation efforts. Proxies may be solicited by mail,
personally or by telephone, telegram, facsimile transmission or other electronic
means by D.F. King. The Company may solicit proxies by mail, advertisement,
telephone, facsimile, telegraph and personal solicitation. Directors and
executive officers of the Company and the Bank may solicit proxies personally or
by telephone without additional
17
<PAGE>
compensation. The Company will also request persons, firms and corporations
holding shares in their names, or in the name of their nominees, which are
beneficially owned by others, to send proxy material to and obtain proxies from
such beneficial owners, and will reimburse such holders for their reasonable
expenses in doing so.
The Company will bear the cost of soliciting proxies on behalf of the
Board of Directors of the Company. The cost of such solicitation, which includes
the fees of the Company's attorneys, solicitors, advertising, printing and
mailing and other costs incidental to the solicitation cannot be stated at this
time. However, after excluding the normal costs of solicitation for an election
of directors in the absence of a proxy contest, the Company estimates that the
total expenditures relating to this proxy solicitation will be approximately
$50,000 (excluding litigation, if any), none of which had been paid as of
January 31, 1998.
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the Annual
Meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the Annual Meeting. However, if you are a shareholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.
- --------------------------------------------------------------------------------
ANNUAL REPORT
- --------------------------------------------------------------------------------
Upon receipt of a written request, the Company will furnish to any
stockholder without charge (excluding exhibits) a copy of the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 and a list of the
exhibits thereto required to be filed under the Exchange Act. Such written
requests should be directed to Michael G. DeBenedette, Corporate Secretary,
Wayne Bancorp, Inc., 1195 Hamburg Turnpike, Wayne, New Jersey 07470. The Form
10-K is not part of the proxy solicitation materials.
By Order of the Board of Directors
Michael G. DeBenedette
Secretary
Wayne, New Jersey
February __, 1998
- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE, SIGN, DATE
AND PROMPTLY MAIL THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
- --------------------------------------------------------------------------------
18
<PAGE>
IMPORTANT
Your vote is important. Regardless of the number of shares of Wayne
Bancorp Common Stock you own, please support your Board of Directors by promptly
taking these few easy steps:
1. Please sign, date and mail promptly the enclosed White Proxy
Card in the postage-paid envelope provided.
2. DO NOT sign any Proxy Card sent to you by Mr. Seidman or his
group, not even as a vote of protest.
3. If your shares are held in the name of a brokerage firm or
bank nominee, only it can sign a White Proxy Card with respect
to your shares and only after receiving your specific
instructions. Accordingly, please provide your instructions by
signing, dating and mailing the enclosed White Proxy Card in
the postage-paid envelope provided. Please do so for each
account you maintain. To ensure that your shares are voted,
you should also contact the person responsible for your
account and give instructions for a White Proxy Card to be
issued representing your shares.
IF YOU VOTED SEIDMAN'S PROXY CARD BEFORE RECEIVING YOUR WAYNE BANCORP
WHITE PROXY CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE SIMPLY BY SIGNING,
DATING AND MAILING THE ENCLOSED WHITE PROXY CARD. THIS WILL CANCEL YOUR EARLIER
VOTE SINCE ONLY YOUR LATEST DATED PROXY CARD WILL COUNT.
If you have any questions or require assistance, please call:
D.F. KING & CO., INC.
77 Water Street
New York, NY 10005
(212) 269-5550 (Collect)
or
CALL TOLL-FREE
1-800 628-8510
19
<PAGE>
- --------------------------------------------------------------------------------
WAYNE BANCORP, INC.
1195 HAMBURG TURNPIKE
WAYNE, NEW JERSEY 07470
(973) 305-5500
ANNUAL MEETING OF STOCKHOLDERS
_____ __, 1998
- --------------------------------------------------------------------------------
The undersigned hereby appoints Michael DeBenedette and Johanna
O'Connell with full powers of substitution, to act as attorneys and proxies for
the undersigned, to vote all shares of Common Stock of Wayne Bancorp, Inc.
("Company"), that the undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at the Paris Inn, 1292 Alps Road, Wayne, New Jersey, on
Tuesday, _____ __, 1998, at 10:00 a.m. ("Meeting"), and at any and all
adjournments thereof, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" 1 AND 2.
VOTE FOR VOTE WITHHELD
-------- -------------
1. The election as a director of all nominees
listed below for three year terms (except |_| |_|
as marked below to the contrary).
Thomas D. Collins
Johanna O'Connell
Nicholas S. Gentile, Jr.
INSTRUCTIONS: To withhold your vote for any individual nominee, insert
that nominee's name on the line provided below.
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment |_| |_| |_|
of KPMG Peat Marwick LLP as
auditors of the Company for the
1998 fiscal year.
In their discretion, such attorneys and proxies are authorized to vote on any
other business that may properly come before the Meeting or any adjournments
thereof.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. IF ANY OTHER BUSINESS IS PRESENTED AT
THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST
JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of the notice of annual meeting of stockholders, a proxy
statement dated February __, 1998, and an annual report.
Dated: |_| Check box if planning to attend
----------------- Meeting
-------------------------------
SIGNATURE OF STOCKHOLDER
-------------------------------
SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in which this
proxy was mailed. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If shares are held jointly, each holder
should sign.
- --------------------------------------------------------------------------------
PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
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