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:
[ ] 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.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] 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:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
WAYNE BANCORP LETTERHEAD
March 3, 1998
DEAR FELLOW SHAREHOLDER:
You should have recently received your Company's annual report -
significant because it marks Wayne Bancorp's first full year as a public company
- - and proxy materials for our March 24 Annual Meeting. As I am sure you are
aware, 1997 was a period of substantial accomplishment for your Company and all
of its shareholders who have enjoyed a 157.5% increase in the price of their
stock since our initial public offering.1 We are proud of the impressive
investment returns our shareholders have enjoyed.
By now you should also have received materials from a dissident group
led by Lawrence Seidman, Mr. Seidman wants you to elect him to your Board of
Directors. Notwithstanding that he already has a representative, Mr. Dennis
Pollack, on the board. He is opposing Mr. Thomas Collins, the experienced,
qualified director nominated by your Board. Mr. Collins has been an active
member of the business and civic community of Wayne, New Jersey since 1963. A
director of the Bank since 1981, Mr. Collins is dedicated and committed to the
long term goals of your Company. He owned and successfully operated a local
business for over 27 years, and is an active member of local charitable and
civic groups, including past President of the Wayne Area Chamber of Commerce. We
believe that shareholders can now clearly determine their best interests.
We strongly believe that the election of L. Seidman is not in your best
interest, and we urge you to reject Seidman. DO NOT SIGN HIS GOLD CARD, NOT EVEN
AS A VOTE OF PROTEST, EVEN IF YOU SIGNED A GOLD CARD YOU HAVE EVERY RIGHT TO
CHANGE YOUR MIND. ONLY YOUR LATEST DATED CARD COUNTS. SUPPORT ALL OF YOUR
BOARDS' NOMINEES NOMINEES COMMITTED TO REPRESENTING THE INTERESTS OF ALL
SHAREHOLDERS BY SIGNING, DATING AND MAILING YOUR WHITE PROXY CARD.
AN IMPORTANT QUESTION OF TRUST
To compete successfully and serve shareholder's interests, public
companies must develop strategies, introduce innovation and manage risks. At the
center of this activity is the Board of Directors, charged with representing the
best interests of the Company and all of its shareholders. In the case of a
community savings bank, entrusted with safeguarding depositors' funds,
maintaining the highest degree of trust is also of paramount importance.
Your Board of Directors has worked diligently to ensure your Company's
good standing in the communities it serves and we believe these efforts have
far-reaching effects, right down to the bottom line.
In order to make an informed decision, we believe shareholders have the
right to assess a nominee's background and decide for themselves, among other
things, how each nominee, if elected, will
- -------------------------
1 In June, 1996, Wayne Bancorp converted to public ownership, issuing
stock at $10.00 per share. On March 3, 1998, Wayne's stock closed at $25 3/4
per share, an increase of $15 3/4 per share in some twenty months.
<PAGE>
represent the Company. We urge you to consider Mr. Seidman's background. Then,
you be the judge:
MR. SEIDMAN HAS VIOLATED FEDERAL BANKING LAWS
- ---------------------------------------------
In late 1995, the Office of Thrift Supervision, the Company's primary
federal banking regulator, issued a Cease and Desist Order against Mr. Seidman
and assessed a civil monetary penalty in connection with Seidman's activities
while acting as Chairman of another financial institution. The basis of the
Office of Thrift Supervision's actions involved Mr. Seidman's alleged
obstruction of an OTS investigation. In finding that Mr. Seidman had violated
federal banking laws, the OTS specifically found that:
(bullet) MR. SEIDMAN RECKLESSLY ENGAGED IN UNSAFE
AND UNSOUND PRACTICES IN CONDUCTING THE
BUSINESS OF AN INSURED DEPOSITORY
INSTITUTION; AND
(bullet) MR. SEIDMAN ENGAGED IN A PATTERN OF
MISCONDUCT.
The Cease and Desist Order, among other things, ordered Mr. Seidman to
cease and desist from any attempts to hinder the OTS in the discharge of its
regulatory responsibilities and any attempts to induce a person to withhold
material information from the OTS.
MR. SEIDMAN HAS VIOLATED FEDERAL SECURITIES LAWS.
- -------------------------------------------------
Only 2 weeks ago, the United States of Court of Appeals for the Third
Circuit reversed a lower court decision and found that a Seidman-led group had
violated Federal Securities Laws in connection with mandated disclosures about
members of Mr. Seidman's group. The court's finding that the Seidman group's
Schedule 13D was insufficient involved a failed hostile proxy contest waged by
Mr. Seidman last year at another New Jersey-based thrift.
MR. SEIDMAN IS AN OPPORTUNIST.
- ------------------------------
You should also know that Mr. Seidman is no stranger to hostile proxy
contests. In addition to his ongoing efforts in opposition to your Company, Mr.
Seidman has also waged or participated in hostile proxy contests in opposition
to management as follows:
IBS Financial Corp. 1997 IBS Financial Corp. 1996 Rospatch, Inc. 1988
Wayne Bancorp 1997 Crestmont Financial 1989 Hubco, Inc. 1985
Given Mr. Seidman's background and experience, should you elect him to
a position of trust on the Board of Directors of Wayne Bancorp? Can your
Company's shareholders, employees, customers and communities it serves rely on
him to represent everyone's best interests?
A CLOSER LOOK AT THE FACTS
Mr. Seidman criticizes your Company's financial performance based, in
large part, on comparisons to Ramapo Financial Corporation. In our view a
comparison with Ramapo is unfounded,
2
<PAGE>
inaccurate and not indicative of your Company's performance. Take a look at the
facts:
FACT: Ramapo is the holding company for a stock commercial bank chartered in
- ----
1967. In contrast, Wayne Savings Bank was a mutually chartered thrift
institution prior to its conversion to a stock institution in June 1996, only 20
months ago.
FACT: Commercial banks typically have higher yields and greater fee income than
- ----
mutual savings institutions which historically were limited to traditional
mortgage lending. Further, it is well recognized that the earnings of
long-standing commercial banks exceeds those of thrift institutions, especially
recently converted thrifts.
FACT: Your Company's financial performance is favorable to its peer group of
- ----
recently converted thrift institutions.
We urge you to consider the facts and caution you not to be misled by
Mr. Seidman's flawed analysis.
AN IMPORTANT QUESTION OF MOTIVES
Finally, we think that shareholders need to consider Mr. Seidman's
motives in conducting this proxy contest. In our view, Lawrence Seidman is
driven solely by his desire to cash in now on his investment, notwithstanding
the impressive investment returns he and all Wayne Bancorp shareholders have
enjoyed to date. Remember, Lawrence Seidman's own proxy materials state:
"...(T)he Committee is, as it is sure you are, happy the appreciation
in (Wayne Bancorp's) stock price since June 1996."
-------------------
Your Board's record conclusively demonstrates that it is dedicated to
enhancing value for, and serving the best interests of, all of our shareholders.
We do not believe that your interests will be served either by electing Lawrence
Seidman to the Board or hanging out a "for sale" sign.
Instead, we believe we should continue to pursue your Company's
strategic business plan which has generated impressive returns on your
investment. You may be assured that we will continue to assess all strategic
alternatives for enhancing shareholder value. Most importantly, you have our
commitment to continue to act in the best interests of all Wayne Bancorp
shareholders.
3
<PAGE>
We urge you to demonstrate your support by signing, dating and mailing
the enclosed WHITE proxy. Your vote is important, so please act today.
Thank you for your continued support.
Sincerely,
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Harold P. Cook, III /s/ Johanna O'Connell /s/ William J. Lloyd
Harold P. Cook, III Johanna O'Connell William J. Lloyd
Chairman of the Board and CEO President and Director Director
/s/ David M. Collins /s/ Thomas D. Collins /s/ Nicholas S. Gentile, Jr.
David M. Collins Thomas D. Collins Nicholas S. Gentile, Jr.
Director Director Director
/s/ Ronald Higgins /s/ Richard Len /s/ Charles A. Lota
Ronald Higgins Richard Len Charles A. Lota
Director Director Director
</TABLE>
================================================================================
IMPORTANT
Your vote is important. Regardless of the number of shares of Wayne
Bancorp common stock you own, please sign, date and mail your WHITE proxy card.
Please act today. And, please discard all cards you may receive from Mr. Seidman
or his group.
If you own shares in the name of a brokerage firm or bank nominees,
only it can vote your shares and only after receiving your specific
instructions. Please call your broker/banker and instruct him/her to execute a
WHITE proxy card on your behalf. You should also promptly sign, date and mail
your WHITE proxy card when you receive it from your broker/banker. Please do so
for each separate account you maintain. Please return your WHITE proxy card
immediately to ensure that your vote is counted.
If you have any questions or need assistance in voting your shares,
please call D.F. King & Co., Inc., which is assisting us, toll-free at
1-800-628-8510.
================================================================================
4
